10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended November 30, 2010

¨ 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, CA 94304

(Address of principal executive offices) (Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:

Common Stock, $0.001 par value per share	The NASDAQ Global Select Market
(Title of class)	(Name of exchange on which registered)

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  x    No  ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  x

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 (§ 232.405 of this chapter) 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

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 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  ¨            Smaller reporting company   ¨
	(Do not check if a 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 aggregate market value of the voting stock held by non-affiliates of the registrant (based upon the closing sale price of such shares on the NASDAQ Global Select Market on May 28, 2010) was approximately $1.5 billion. Shares of common stock held by each executive officer and director and by each entity that owns 5% or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

As of January 20, 2011, there were 164,568,989 shares of the registrant’s common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s Proxy Statement for the 2011 Annual Meeting of Stockholders to be held on April 14, 2011 are incorporated by reference into Part III of this Annual Report on Form 10-K to the extent stated herein.

TIBCO SOFTWARE INC.

For the Fiscal Year Ended November 30, 2010

TABLE OF CONTENTS

		Page No.
	PART I
Item 1.	Business		1
Item 1A.	Risk Factors		6
Item 1B.	Unresolved Staff Comments		16
Item 2.	Properties		16
Item 3.	Legal Proceedings		17
Item 4.	[Removed and Reserved]		17
	PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		18
Item 6.	Selected Financial Data		21
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		23
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		43
Item 8.	Financial Statements and Supplementary Data		44
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		44
Item 9A.	Controls and Procedures		44
Item 9B.	Other Information		45
	PART III
Item 10.	Directors, Executive Officers and Corporate Governance		46
Item 11.	Executive Compensation		47
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		47
Item 13.	Certain Relationships, Related Transactions and Director Independence		47
Item 14.	Principal Accounting Fees and Services		47
	PART IV
Item 15.	Exhibits and Financial Statement Schedules		48
	Signatures		II-1

Forward-Looking Statements

This Annual Report on Form 10-K 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 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 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 under Item 1A. “Risk Factors.” All forward-looking statements and reasons why results may differ included in this Annual Report on Form 10-K 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.

PART I

ITEM 1. BUSINESS

Overview

TIBCO Software Inc. (“TIBCO,” the “Company,” “we” or “us”), a Delaware corporation, is a leading independent provider of middleware and infrastructure software. Our standards-based software offerings enable customers to create flexible, configurable applications from software infrastructure and deliver real-time insights. We do this by:

• Integrating and orchestrating software components known as “services,” stand alone applications, and various other streams of information;

• Automating and optimizing business processes that span customers’ and partners’ operations; and

• Detecting, interpreting, and visualizing significant patterns among streams of relevant business and system events.

We provide these capabilities across a range of environments including physical and virtualized hardware, standards-based and proprietary, computing grids and public or private clouds.

As the backbone of real-time data movement and business process execution across the enterprise, TIBCO’s software is uniquely capable of correlating, in real-time, information about an organization’s operations and performance with information about expected behavior and business rules. This correlation of real-time events with expected behaviors allows a company to anticipate customer needs, capitalize on new opportunities, and avoid potential problems in a faster and more beneficial way than through more traditional, transaction-oriented applications. Our solutions help customers operate their business more efficiently, better capitalize on opportunities to increase revenue and market share and extend the life of past investments made. Using our software, customers have the information they need to constantly innovate and make faster and smarter decisions—what we call The Power of Now^®.

We are the successor to a portion of the business of Teknekron Software Systems, Inc. (“Teknekron”). Teknekron developed software, known as The Information Bus^® (“TIB”) technology, for the integration and delivery of market data, such as stock quotes, news and other financial information, in trading rooms of large banks and financial services institutions. In 1992, Teknekron expanded its development efforts to include solutions designed to enable complex and disparate manufacturing equipment and software applications, primarily in the semiconductor fabrication market, to communicate within the factory environment. Teknekron

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was acquired by Reuters Group PLC (“Reuters”), the global information company, in 1994. Following the acquisition, continued development of the TIB^® technology was undertaken to expand its use in the financial services markets.

In January 1997, TIBCO was established as an entity separate from Teknekron. We were formed to create and market software solutions for use in the integration of business information, processes and applications. In connection with our establishment as a separate entity, Reuters transferred to us certain assets and liabilities related to our business and granted to us a royalty-free license to the intellectual property from which some of our messaging software products originated.

Trademarks

TIBCO, TIBCO Software, The Information Bus, TIB, The Power of Now, Spotfire, Insightful, DataSynapse, Foresight, Netrics, Kabira, Proginet, OpenSpirit and Loyalty Lab are the trademarks or registered trademarks of TIBCO Software Inc. in the United States and other countries. This Annual Report on Form 10-K also refers to the trademarks of other companies.

Products

We offer a wide range of software products that can be sold individually to solve specific technical challenges, but the emphasis of our product development and sales efforts is to create products that interoperate and can be sold together as a suite to enable businesses to be more cost-effective, agile and efficient. We divide our products into three major groups: service-oriented architecture (“SOA”), business optimization and business process management (“BPM”).

• SOA: Our software helps organizations migrate to an IT infrastructure made up of services that can be assembled, orchestrated and reused. SOA turns information and functions into discrete and reusable components that can be invoked from across the business and aggregated with other such services to create “infrastructure applications.” This helps companies streamline the integration and orchestration of assets across technological, organizational and geographical boundaries. Our software enables the creation, management and virtualization of heterogeneous services and provides a unified environment for policy and service management. It also delivers capabilities in the areas of service mediation, orchestration and communication and the development of rich internet applications. Our products give companies the flexibility to do these things using the standards or technologies that best meet their needs in specific situations (such as HTTP, e-mail, J2EE, EDI, Messaging, .NET, Web Services, etc.) without replacing existing technologies or committing to any one technology across the enterprise.

• Business optimization: Our software helps organizations convert and analyze data to create meaningful information and deliver it to employees, customers and partners. Our software also tracks large volumes of real-time events as they occur and applies sophisticated rules in order to identify patterns that signify problems, threats and opportunities, and can automatically initiate appropriate notifications or adaptations of processes. This helps line-level employees perform their jobs, helps managers identify and analyze problems and opportunities, and gives customers the ability to get accurate and consistent information directly or through salespeople, service personnel or customer care representatives.

• BPM: Our software helps organizations better coordinate the process flows that control how their assets work together. This software can coordinate the human and electronic resources inside a business and its network of customers and partners. Our products not only automate routine tasks and exception handling, but orchestrate long-lived activities and transactions that cut across organizational and geographical boundaries. Our software enables organizations to provide a higher level of customer satisfaction, retain customers, maximize partnerships with other businesses and out-execute their competitors.

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

Services

Professional Services

Our professional services offerings include a wide range of consulting services such as systems planning and design, installation and systems integration for the rapid deployment of TIBCO products. We offer our professional services with the initial deployment of our products as well as on an ongoing basis to address the continuing needs of our customers. Our professional services staff is located throughout the Americas; Europe, the Middle East and Africa (“EMEA”); and Asia Pacific and Japan (“APJ”), enabling us to perform installations and respond to customer demands rapidly across our global customer base. Many of our professional services employees have advanced degrees, substantial TIBCO experience and industry expertise in systems architecture and design; additionally, many also have domain expertise in energy, financial services, logistics, life sciences, manufacturing, telecommunications and other industries.

We also have relationships with resellers, professional service organizations and system integrators including Accenture, Atos Origin, Deloitte Consulting, HP Enterprise Services, HCL Technologies, Huawei, Infosys Technologies and Tata Consultancy Services, who participate in the deployment of our products to customers. These relationships help promote TIBCO products and provide additional technical expertise to enable us to provide the full range of professional services our customers require to deploy our products.

Maintenance and Support

We offer a suite of software support and maintenance options that are designed to meet the needs of our diverse customer base. These support options include 24 hour coverage that is available seven days a week, 365 days a year, to meet the needs of our global customers. To accomplish this level of support we have established a worldwide support organization with major support centers in Palo Alto, California; Chapel Hill, North Carolina; London and Swindon, England; Woy Woy, Australia; Beijing, China; and Pune, India. These centers, working in conjunction with several smaller support offices located throughout the Americas, EMEA and APJ, provide seamless support using a “follow-the-sun” support model.

In addition to support teams around the globe, we have a customer support website that provides our customers with the ability to submit service requests, receive confirmations on opened service requests and obtain current status on these requests. Additionally, the customer support website provides access to our support procedures, escalation numbers and late breaking news (“LBN”). LBN is used to provide updates and new information about our products. It also provides customers with information on generally known problems and suggested solutions or workarounds that may be available.

Training

We provide a comprehensive and global training program for customers and partners through regional technical learning centers, customer dedicated training, live online training, and self paced eLearning. Training is available at our main office in Palo Alto, California and at major training centers in Atlanta, Georgia; Maidenhead, England; Munich, Germany; Sydney, Australia and Singapore. Additionally, we offer a variety of flexible programs designed to meet the training needs of individuals and companies. Our Educational Services group has the capability to develop efficient and effective training solutions to address the specific needs of individual customers and partners. Our curriculum leads to an industry recognized technical certification in core TIBCO technologies.

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Sales

We currently market our software and services primarily through a direct sales organization complemented by indirect sales channels. Our direct sales force is located throughout the Americas, EMEA and APJ and operates globally through our foreign subsidiaries.

Our revenue consists of license and service and maintenance fees from our customers and distributors. License fees represented approximately 40%, 40% and 42% of our total revenue in fiscal years 2010, 2009 and 2008, respectively. Revenue from service and maintenance represented approximately 60%, 60% and 58% of our total revenue in fiscal years 2010, 2009 and 2008, respectively.

Sales to customers outside the United States totaled $385.6 million, representing 51% of our total revenue in fiscal year 2010. For a geographic breakdown of our revenue and property and equipment, see Note 22 to our Consolidated Financial Statements included in this Annual Report on Form 10-K.

Marketing

We use a mix of market research, analyst updates, seminars, direct mail, print advertising, trade shows, speaking engagements, public relations, customer newsletters and web marketing in order to achieve our marketing goals. Our marketing department also produces collateral material for distribution to potential customers including presentation materials, white papers, brochures, magazines and fact sheets. We also host user events for our customers and provide support to our channel partners with a variety of programs, training and product marketing support materials.

Seasonality and Quarterly Order Flow

Our business is subject to variations throughout the year due to seasonal factors in the United States and worldwide. These factors include fewer selling days during the summer vacation season, the impact of the December holidays and a slowdown in capital expenditures by our customers after calendar year-end (during our first fiscal quarter). These factors typically constrain sales activity in our first and third fiscal quarters compared to the rest of the year, and they make quarter-to-quarter comparisons of our operating results less meaningful.

Additionally, 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. We typically ship product licenses shortly after the receipt of an order and 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.

Competition

The market for our products and services is extremely competitive and subject to rapid change. While we offer a comprehensive suite of integration solutions and believe we are a market leader among infrastructure software companies, we compete with various providers of infrastructure software including IBM, Oracle, Pegasystems, Progress Software, SAP, and Software AG. We offer a complete suite of infrastructure software products, but IBM, Oracle and SAP offer products outside our segment and routinely bundle their broader set of products with their infrastructure software products. We expect additional competition from other established and emerging companies. In addition, we may face pricing pressures from our current competitors and new market entrants in the future. We believe that the competitive factors affecting the market for our products and services include product functionality and features, quality of professional services offerings, performance and price, ease of product implementation, quality of customer support services, customer training and documentation, and vendor and product reputation. The relative importance of each of these factors depends upon the specific customer environment. We believe that our products and services currently compete favorably with respect to such factors. However, we may not be able to maintain our competitive position against current and potential competitors.

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Research and Development

Our success is heavily dependent upon our ability to develop new products and technologies and to enhance our existing products. We expect that a majority of our research and development activities will focus on enhancing and extending our TIBCO products and that such enhancements and new products will be developed internally. However, as part of our development strategy, we may also license or acquire externally developed technologies for inclusion in our product solutions. We expect that we will continue to commit significant resources to product development in the future. Product development costs are recorded as research and development expenses. Our research and development expenses, including stock-based compensation expense, were $124.7 million, $108.7 million and $106.6 million in fiscal years 2010, 2009 and 2008, respectively. To date, all product development costs have been expensed as incurred, because the time period between achieving technological feasibility for a product and the general availability of such product has typically been very short.

Proprietary Technology

Our success is dependent upon our proprietary software technology. We believe that factors such as the technological and creative skills of our personnel, product enhancements and new product developments are all essential to establishing and maintaining a technology leadership position. We hold numerous United States and foreign patents and have several pending patent applications. We additionally license some patents from Reuters on a royalty-free basis. These patent rights notwithstanding, we currently rely primarily on trade secret rights, copyright and trademark laws, and nondisclosure and other contractual agreements to protect our technology. We enter into confidentiality and/or license agreements with our employees, distributors and customers, and limit access to and distribution of our software, documentation and other proprietary information. Despite these protective measures, third parties could still copy and use our products or otherwise misappropriate our technology.

Furthermore, third parties might independently develop competing technologies that include the same functionality or features, or otherwise are substantially equivalent or superior to our technologies. In addition, effective patent, copyright, trademark and trade secret protection may be unavailable or limited in certain foreign countries where we operate. Our business could suffer serious harm if we fail to protect our proprietary technology.

Employees

As of November 30, 2010, we employed 2,540 persons, including 732 in sales and marketing, 683 in research and development, 269 in general and administrative and 856 in professional services and technical support. Of our 2,540 employees, 1,377 were located in the Americas, 595 in EMEA and 568 in APJ. Our success is highly dependent on our ability to attract and retain qualified employees. Competition for employees is intense in the software industry. To date, we believe we have been successful in our efforts to recruit qualified employees, but there is no assurance that we will continue to be as successful in the future.

Available Information

Our principal internet address is www.tibco.com. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, are filed with the United States Securities and Exchange Commission (the “SEC”). Such reports and other information filed by us with the SEC are available on the Investor Information page of our website at http://www.tibco.com/company/investor_info when such reports are available on the SEC website. The public may read and copy any materials we have filed with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy, and information statements and other information regarding issuers that file electronically with the SEC at http://www.sec.gov. The contents of these websites are not incorporated into this filing. Further, the references to the URLs for these websites are intended to be inactive textual references only.

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ITEM 1A. RISK FACTORS

In addition to the factors discussed elsewhere in this Form 10-K, 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.

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 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;

• 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 in the hope of obtaining more favorable terms;

• 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.

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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 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.

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 software, SOA, business optimization and BPM, including companies such as IBM, Oracle, Pegasystems, Progress Software, SAP, and Software AG. 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, or 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. Additionally, some of our competitors are expanding their competitive product offerings and strengthening their market position through acquisitions and 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.

Our strategy contemplates future acquisitions that may result in our incurring unanticipated expenses or additional debt, difficulty in integrating our operations and dilution to our stockholders and may harm our operating results.

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 expect to acquire complementary businesses, products or technologies in the future as part of our corporate strategy. In this regard, we have made the following acquisitions during fiscal year 2010 – OpenSpirit Corporation, Proginet Corporation, Kabira Technologies, Inc., Netrics.com, Inc. and Foresight Corporation, and we also acquired Loyalty Lab, Inc. in December 2010. We do not know if we will be able to complete any future acquisitions or that we will be able to successfully integrate any acquired business, operate it profitably or retain its key employees. Integrating any newly acquired business, product or technology could be expensive and time-consuming, could disrupt our ongoing business and financial performance and could distract our management. Therefore, we may not be able, either immediately post-acquisition or ever, to replicate the pre-acquisition

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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 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 would 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. 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 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. 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 on 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 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

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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 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, 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 us and loss of market share, net sales and earnings.

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 current 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.

During fiscal year 2010, our stock price has fluctuated between a low of $8.23 and a high of $20.20. 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.

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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;

• compliance with international and local trade, labor and other laws including the Foreign Corrupt Practices Act (the “FCPA”), the recently enacted UK Bribery Act of 2010 (which is scheduled to become effective in April 2011 and is broader in scope than the FCPA) and export control laws;

• restrictions on the transfer of funds;

• currency exchange rate fluctuations;

• managing our international operations; and

• longer payment cycles, collecting receivables in a timely fashion and repatriating earnings.

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

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 foreign currencies. Our revenue, expenses and net income are impacted by foreign exchange rate fluctuations against the U.S. dollar. For example, customers in foreign countries may incur higher costs due to the strengthening of the U.S. dollar, which could result in a delay of payments or a default on credit extended to them. Any material delay or default in our collection of significant accounts could have a negative result 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.

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.

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

We are subject to the risks arising from adverse changes in domestic and global economies. For example, the recent domestic and global economic downturn 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 makes it difficult for us to forecast operating results and to make decisions about future investments. It is unknown how long the current conditions will persist or whether they will worsen. Information technology spending has historically declined as general economic and market conditions have worsened. During challenging and uncertain economic times and in tight credit markets, many customers delay or reduce

10

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. If these economic conditions return, it 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.

Continued increases in consulting and training services revenue may decrease overall margins.

We have historically realized, and may continue in the future to realize, an increasingly high percentage of our revenue from 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.

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 offset 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 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

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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 the 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 transactions involved, we may have to restate revenue for a previously reported period, which would seriously harm our business, operating results and financial condition.

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.

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 results. Additionally, if our analysis results in an impairment to our goodwill, we would be

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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 revenues and our operating results.

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

The agreements governing our debt agreements 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 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.

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.

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. 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

13

authorities. Although we regularly assess the likelihood of adverse outcomes resulting from these examinations to determine our tax estimates, 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 favorably or 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 impact on our financial results.

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. For example, on December 1, 2009, we adopted revised accounting guidance for business combinations which requires acquisition related costs to be expensed as incurred, restructuring costs generally to be expensed in periods subsequent to the acquisition date, in-process research and development to be capitalized as an intangible asset with an indefinite life, and changes in accounting for deferred tax asset valuation allowances and acquired income tax uncertainties after the measurement period, which will impact income tax expense. The impact the guidance will have on our consolidated financial position, results of operations and cash flows will be dependent on the number and size of business combinations that we consummate subsequent to the adoption of the standard, as well as the valuation and allocation of the net assets acquired.

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 operating results. 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 sanctions, which could reduce our stock price.

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

Note 13 to our Condensed Consolidated Financial Statements included in this Annual Report on Form 10-K describes the litigation pending against us and our directors and officers. The uncertainty associated with

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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.

Our software may have defects and 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.

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

15

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.

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 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

Our principal administrative, sales, marketing, service and research and development facilities are located in a four building campus totaling approximately 292,000 square feet in Palo Alto, California, which we purchased in June 2003. In connection with the purchase, we entered into a 51-year lease of the land upon which the buildings are located. Further information on the terms of the building acquisition can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operation” and Note 7 to our Consolidated Financial Statements included in this Annual Report on Form 10-K.

In addition to our Palo Alto campus, we lease facilities in Maidenhead, England, to serve as our EMEA headquarters; as well as Pune, India; Munich, Germany; Gothenburg, Sweden; and Sydney, Australia; which are

16

primarily used for sales, field support, or research and development. We also lease facilities in approximately 60 other cities throughout the world. Lease terms range from month-to-month on certain offices to ten years on certain direct leases. We are continuously evaluating the adequacy of existing facilities and additional facilities in new cities, and we believe that suitable additional space will be available in the future on commercially reasonable terms as needed.

ITEM 3. LEGAL PROCEEDINGS

See Note 13 to our Consolidated Financial Statements included in this Annual Report on Form 10-K for information responsive to this item.

ITEM 4. [REMOVED AND RESERVED]

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PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our common stock is quoted on the NASDAQ Global Select Market (“NASDAQ”) under the symbol “TIBX.” The following table presents the high and low intra-day sale prices of our common stock on NASDAQ during the fiscal quarters indicated:

Fiscal Year 2010	High		Low
First quarter ended February 28, 2010	$	9.94	$	8.23
Second quarter ended May 30, 2010	$	12.51	$	9.17
Third quarter ended August 29, 2010	$	14.37	$	10.74
Fourth quarter ended November 30, 2010	$	20.20	$	14.01
Fiscal Year 2009
First quarter ended March 1, 2009	$	7.34	$	4.12
Second quarter ended May 31, 2009	$	7.12	$	4.38
Third quarter ended August 30, 2009	$	9.87	$	6.07
Fourth quarter ended November 30, 2009	$	10.18	$	8.40

Holders of Record

As of January 20, 2011, there were approximately 1,670 stockholders of record of our common stock.

Dividends

We have never declared or paid any cash dividends on our common stock, and we do not anticipate paying any cash dividends in the foreseeable future. In addition, our revolving credit facility restricts our ability to pay cash dividends, unless there is no default under the facility and our consolidated leverage ratio is less than 1.5:1.0 after giving effect to such dividend.

Equity Compensation Plan Information

For equity compensation plan information, please refer to Item 12 in Part III of this Annual Report on Form 10-K.

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Performance Graph

The following graph compares the five-year cumulative total return to stockholders on our common stock for the period ending November 30, 2010, with the cumulative total return of the NASDAQ Composite Index and the S&P Information Technology Index. The graph assumes that $100.00 was invested on November 30, 2005 in each of our common stock, the NASDAQ Composite Index and the S&P Information Technology Index, and that all dividends were reinvested. No cash dividends have been declared or paid on our common stock. The comparisons in the table are required by the SEC and are not intended to forecast or be indicative of possible future performance of our common stock.

	As of November 30,
	2005		2006		2007		2008		2009		2010
TIBCO Software Inc.	$	100.00	$	111.23	$	93.55	$	57.83	$	102.75	$	234.65
NASDAQ Composite Index	$	100.00	$	111.56	$	121.44	$	69.71	$	98.45	$	115.06
S&P Information Technology Index	$	100.00	$	106.66	$	120.59	$	68.40	$	106.59	$	117.84

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Purchases of Equity Securities by the Issuer and Affiliated Purchasers

In April 2010, our Board of Directors approved a stock repurchase program pursuant to which we were able to 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 April 2008, and the remaining authorized amount of approximately $26.7 million under the April 2008 stock repurchase program was canceled.

Subsequent to the end of our fiscal year, on December 21, 2010, 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 April 2010, and the remaining authorized amount of approximately $158.9 million under the April 2010 stock repurchase program was canceled.

The following table provides information about the repurchase of our common stock during the three months ended November 30, 2010:

Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
August 30 – September 30		2,769,903	$	18.18		2,769,903	$	211,244,586
October 1 – October 31		2,990,385	$	17.52		2,990,385	$	158,858,128
November 1 – November 30		—		—		—	$	158,858,128
Total		5,760,288	$	17.84		5,760,288

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ITEM 6. SELECTED FINANCIAL DATA

The selected consolidated financial data below have been derived from our audited financial statements. The following table should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operation” and our Consolidated Financial Statements and notes thereto included elsewhere in this Annual Report on Form 10-K. The historical results presented below are not indicative of any future results.

All amounts presented in the table below are stated in thousands, except for per share data.

	Year Ended November 30,
	2010			2009			2008			2007			2006
Selected Consolidated Statements of Operations Data:
Revenue:
License	$	301,532		$	247,237		$	273,415		$	259,313		$	240,071
Service and maintenance		452,475			374,151			371,056			318,073			277,208
Total revenue		754,007			621,388			644,471			577,386			517,279
Cost of revenue:
License		35,325			28,252			30,276			24,024			15,936
Service and maintenance		162,468			130,800			147,622			134,877			117,745
Total cost of revenue		197,793			159,052			177,898			158,901			133,681
Gross profit		556,214			462,336			466,573			418,485			383,598
Operating expenses:
Research and development		124,654			108,691			106,594			92,924			85,923
Sales and marketing		240,357			204,212			224,641			197,397			172,768
General and administrative		49,260			46,666			53,046			51,538			44,139
Amortization of acquired intangible assets		16,414			14,165			16,557			13,164			9,454
Acquisition related and other		3,421			—			—			—			—
Restructuring charges (adjustments)		6,953			—			—			(1,095	)		(1,042	)
Acquired in-process research and Development(1)		—			—			—			1,600			—
Total operating expenses		441,059			373,734			400,838			355,528			311,242
Income from operations		115,155			88,602			65,735			62,957			72,356
Interest and other income, net		(160	)		3,983			8,333			17,266			21,373
Interest expense		(4,123	)		(2,968	)		(3,238	)		(2,824	)		(3,171	)
Income before income taxes and noncontrolling interest		110,872			89,617			70,830			77,399			90,558
Provision for income taxes		32,401			27,097			18,314			25,401			17,694
Net Income		78,471			62,520			52,516			51,998			72,864
Less: Net income attributable to noncontrolling interest		383			218			105			110			—
Net income attributable to TIBCO Software Inc.(2)	$	78,088		$	62,302		$	52,411		$	51,888		$	72,864
Net income per share attributable to TIBCO Software Inc.:
Basic(2)	$	0.49		$	0.37		$	0.29		$	0.26		$	0.35
Diluted(2)	$	0.46		$	0.36		$	0.29		$	0.25		$	0.33
Shares used in computing net income per share attributable to TIBCO Software Inc.:
Basic		160,959			168,970			180,525			198,885			209,538
Diluted		170,953			172,328			183,742			205,316			218,075

(1) In the first quarter of fiscal year 2010, we adopted new guidance for business combinations which requires in-process research and development (“IPR&D”) to be capitalized at fair value as an indefinite-lived intangible asset until completion or abandonment. Prior to this adoption IPR&D was expensed upon acquisition.

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(2) Net income attributable to TIBCO Software Inc. and net income per share attributable to TIBCO Software Inc. include the impact of share-based payments of $32.2 million, $23.5 million, $21.0 million and $17.6 million for fiscal years 2010, 2009, 2008 and 2007, respectively, which are not included in fiscal year 2006.

	As of November 30,
	2010		2009		2008		2007		2006
Selected Consolidated Balance Sheet Data:
Cash, cash equivalents and short-term investments	$	245,493	$	292,836	$	267,473	$	265,771	$	539,570
Working capital		168,853		218,055		195,822		238,894		529,000
Total assets		1,204,999		1,166,339		1,088,568		1,198,459		1,226,359
Total long-term debt		38,108		42,525		44,558		46,482		48,345
Total TIBCO Software Inc. stockholders’ equity		808,568		796,749		741,643		855,396		946,007

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ITEM 7. 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 and Section 21E of 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 under Item 1A. “Risk Factors.” This discussion should be read in conjunction with our Consolidated Financial Statements and accompanying notes which appear elsewhere in this Annual Report on Form 10-K. All forward-looking statements and reasons why results may differ included in this Annual Report on Form 10-K 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 energy, financial services, government, insurance, life sciences, logistics, manufacturing, retail, telecommunications, 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 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 total revenue in fiscal years 2010, 2009 or 2008. As of November 30, 2010 and 2009, no single customer had a balance in excess of 10% of our net accounts receivable. We establish allowances for doubtful accounts based on our evaluation of collectability and an allowance for returns and discounts based on specifically identified credits and historical experience.

For the fiscal year ended November 30, 2010, we recorded total revenue of $754.0 million, an increase of 21% over fiscal year 2009. License revenue was $301.5 million, an increase of 22% over the previous year. In addition, we generated cash flow from operations of $148.8 million, for an increase of 29% year-over-year. Diluted earnings per share under generally accepted accounting principles in the United States of America (“GAAP”) was $0.46 in fiscal year 2010 as compared to $0.36 for the fiscal year 2009 for an increase of 28%. We ended the fiscal year with $245.5 million in cash, cash equivalents and short-term investments, while also having spent approximately $204.3 million to repurchase shares of our common stock during the fiscal year.

In fiscal year 2010, we acquired each of: Foresight Corporation (“Foresight”), a leading provider of Electronic Data Interchange (“EDI”) productivity tools and transaction automation solutions; Netrics.com, Inc. (“Netrics”), a provider of data quality software and services; Kabira Technologies, Inc. (“Kabira”), a provider of high performance transaction processing software solutions for communications service providers globally; Proginet Corporation (“Proginet”), a provider of managed file transfer solutions; and OpenSpirit Corporation (“OpenSpirit”), a leading independent provider of data and application integration solutions for the exploration and production segment of the global oil and gas market. In fiscal year 2009, we acquired DataSynapse, Inc. (“DataSynapse”), a provider of enterprise grid and cloud computing software. In fiscal year 2008, we acquired Insightful Corporation (“Insightful”), a provider of statistical data analysis and data mining solutions software.

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DataSynapse, Foresight, Netrics, Proginet and OpenSpirit are included in our SOA product group and Insightful and Kabira are included in our business optimization product group.

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 are based upon our 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 a 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 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 assets and long-lived assets, and accounting for income taxes have the greatest potential impact on our Consolidated Financial Statements, so we consider these to be our critical accounting policies.

We discuss below the critical accounting estimates associated with these policies. Historically, our estimates, assumptions and judgments relative to our critical accounting policies have not differed materially from actual results. For further information on our significant accounting policies, see Note 2 to our Consolidated Financial Statements included in this Annual Report on Form 10-K.

Revenue Recognition.    We recognize license revenue when a signed contract or other persuasive evidence of an arrangement exists, the software has been shipped or electronically delivered, the license fee is fixed or determinable, and collection of the resulting receivable is probable. When contracts contain multiple elements wherein vendor specific objective evidence (“VSOE”) of fair value exists for all undelivered elements, we account for the delivered elements in accordance with the Residual Method prescribed by the authoritative guidance. VSOE of fair value for maintenance and support is established by a stated renewal rate, if substantive, included in the license arrangement or rates charged in stand-alone sales of maintenance and support. We recognize revenue on shipments to resellers when evidence of an end-user arrangement exists. We record revenue net of related costs to the resellers. Provided all other revenue criteria are met, the upfront, minimum, non-refundable license fees from OEM customers are generally recognized upon delivery and on-going royalty fees are generally recognized upon reporting of units shipped.

We assess whether the fee is fixed or determinable, and collection is probable, at the time of the transaction. In determining whether the fee is fixed or determinable, we compare the payment terms of the transaction to our standard payment terms. If a significant portion of the fee is considered to have extended payment terms, we account for the fee as not being fixed or determinable and recognize revenue as the payments become due. We assess whether collection is probable based on a number of factors, including the customer’s past transaction history and credit-worthiness. We do not request collateral from our customers. If we determine that collection of a fee is not probable, we defer the fee and recognize revenue at the time collection becomes probable, which is generally upon receipt of cash.

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First-year maintenance typically is sold with the related software license and renewed on an annual basis thereafter. Maintenance revenue is deferred and recognized ratably over the term of the maintenance and support period. Consulting and training revenues are typically recognized as the services are performed, usually on a time and materials basis. Such services primarily consist of implementation services related to the installation of our products and generally do not include significant customization, or development of, the underlying software code, typically for twelve months.

Many customers who license our software also enter into separate professional services and training arrangements with us. In determining whether professional services revenue should be accounted for separately from license revenue, we evaluate whether the professional services are considered essential to the functionality of the software using factors such as the nature of our software products; whether they are ready for use by the customer upon receipt; the nature of our implementation services (which typically do not involve significant customization to or development of the underlying software code); the availability of services from other vendors; whether the timing of payments for license revenue is coincident with performance of services and whether milestones or acceptance criteria exist that affect the realizability of the software license fee. Substantially all of our professional services arrangements are billed on a time and materials basis, and, accordingly, are recognized as the services are performed. Contracts with fixed or not-to-exceed fees are recognized on a percentage-of-completion basis. If there is significant uncertainty about the project completion or receipt of payment for professional services, revenue is deferred until the uncertainty is sufficiently resolved. We recognize training revenue as training services are delivered. VSOE of fair value of services, for consulting or training, is based upon standalone sales of these services. For work performed and expenses incurred in advance of invoicing are recorded as unbilled receivables.

For license and professional service arrangements that do not qualify for separate accounting, such as arrangements that involve significant modification or customization of the software, arrangements that include milestones or customer specific acceptance criteria, or where payment for the software license is tied to the performance of professional services, software license revenue is generally recognized together with the professional services revenue using either the percentage-of-completion or completed-contract method. The completed contract method is used for contracts where there is a risk over final acceptance by the customer or for contracts that are short term in nature. Under the percentage-of-completion method, revenue recognized is equal to the ratio of costs expended to date to the anticipated total contract costs, based on current estimates of costs to complete the project. If there are milestones or acceptance provisions associated with the contract, the revenue recognized will not exceed the most recent milestone achieved or acceptance obtained. If the total estimated costs to complete a project exceed the total contract amount, indicating a loss, the entire anticipated loss would be recognized currently.

Significant management judgments and estimates must be made in connection with determination of the revenue to be recognized in any accounting period. If we made different judgments or utilized different estimates for any period, material differences in the amount and timing of revenue recognized could result.

Allowances for Doubtful Accounts, Returns and Discounts.    We establish allowances for doubtful accounts, returns and discounts based on our review of credit profiles of our customers, contractual terms and conditions, current economic trends and historical payment, return and discount experience. We reassess the allowances for doubtful accounts, returns and discounts each period. Historically, our actual losses and credits have been consistent with these provisions. However, unexpected events or significant future changes in trends could result in a material impact to our future statements of operations and of cash flows. If we made different judgments or utilized different estimates for any period, material differences in the amount and timing of revenue or bad debt expense recognized could result. Our allowances for doubtful accounts, returns and discounts as a percentage of net revenues were approximately 1% in each of fiscal years 2010, 2009 and 2008. See Note 6 to our Consolidated Financial Statements included in this Annual Report on Form 10-K for a summary of activities during the years reported.

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Stock-Based Compensation.    We recognize the costs of employee services received in share-based payment transactions according to the fair value provisions of the current share-based payment guidance. The fair value of employee services received in stock-based payment transactions is estimated at the grant date and recognized over the requisite service period. Our determination of fair value of stock-based payment awards on the date of grant using an option-pricing model is affected by our stock price, as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, our expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. In the future, as empirical evidence regarding these input estimates is available to provide more directionally predictive results, we may change or refine our approach of deriving these input estimates. These changes could impact our fair value of stock options granted in the future. Changes in the fair value of the stock options could materially impact our operating results and financial position.

We selected the Black-Scholes option pricing model as the most appropriate method for determining the estimated fair value of our share-based awards. The Black-Scholes model requires the use of highly subjective and complex assumptions which determine the fair value of share-based awards, including the option’s expected term and the price volatility of the underlying stock. Our current estimate of volatility is based on historical and market-based implied volatilities of our stock price. To the extent volatility of our stock price increases in the future, our estimates of the fair value of options granted in the future could increase, thereby increasing stock-based compensation cost recognized in future periods. We derive the expected term assumption primarily based on our historical settlement experience, while giving consideration to options that have not yet completed a full life cycle. Stock-based compensation cost is recognized only for awards ultimately expected to vest. Our estimate of the forfeiture rate is based primarily on our historical experience. To the extent we revise this estimate in the future, our share-based compensation cost could be materially impacted in the quarter of revision, as well as in the following quarters. In the future, as empirical evidence regarding these input estimates is available to provide more directionally predictive results, we may change or refine our approach of deriving these input estimates. These changes could impact the fair value of stock options granted in the future and associated share-based compensation cost recognized in our financial statements. Refer to Note 2 and Note 15 to our Consolidated Financial Statements included in this Annual Report on Form 10-K for further details.

In the first quarter of fiscal year 2010, we granted our section 16 officers performance-based restricted stock units (“PRSUs”) and, in the second quarter of fiscal year 2010, we granted certain non-section 16 employees PRSUs. We recognize the stock-based compensation expense for our PRSUs based on the probability of achieving certain performance criteria, as defined in the PRSUs agreement. We then estimate the most probable period in which the performance criteria will be met, if at all. Under the terms of the PRSUs, 20% of the PRSUs will be forfeited if, in the fiscal year following achievement of the applicable performance goals, our non-GAAP EPS falls by 10% or more as compared to the non-GAAP EPS achieved for the year that the performance goals were achieved. Therefore, we also assess the probability of this forfeiture when analyzing our stock-based compensation costs for the PRSUs. On a quarterly basis management calculates, based on these estimates, the appropriate compensation cost over the requisite service period using the graded vesting attribution method and then books an adjustment to compensation expense in that reporting period. Due to the long-term nature of the performance goals, assessing the probability of achieving these goals is a highly subjective process that requires judgment. A deferred tax asset is recorded over the vesting period as stock compensation cost is recorded. Our ability to realize the deferred tax asset is ultimately based on the actual value of the stock-based awards upon exercise or release of the restricted stock unit. If the actual value is lower than the fair value determined on the date of grant, it would result in an increase to our income tax expense for the portion of the deferred tax asset that cannot be realized. This could have a material adverse effect on our financial results.

Non-GAAP EPS is defined as the net income attributable to TIBCO Software Inc., adjusted for stock-based compensation expense; amortization and impairment of acquired intangible assets; acquisition related and other expenses; fair value deferred revenue adjustments in accordance with business combination guidance that are at least $5.0 million dollars or greater from acquisitions; the impairment or write-off of goodwill, in-process research and development or intangible assets; restructuring activities; litigation settlements and related third

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party legal expenses; gains and losses on equity investments; non-recurring extraordinary items; non cash interest income and expense; adjustments in the valuation allowance for deferred tax assets; and the income tax effects of the preceding adjustments; divided by weighted average diluted shares.

Business Combinations.    In accordance with authoritative guidance, we allocate the purchase price of acquired companies to the tangible and intangible assets acquired and liabilities assumed, as well as to in-process research and development based upon their estimated fair values at the acquisition date. The purchase price allocation process requires our management to make significant estimates and assumptions, especially at the acquisition date with respect to intangible assets, support obligations assumed, estimated restructuring liabilities and pre-acquisition contingencies.

Although we believe the assumptions and estimates we have made in the past have been reasonable and appropriate, they are based in part on historical experience and information obtained from the management of the acquired companies and are inherently uncertain. The purchase price allocation process requires us to use significant estimates and assumptions, including fair value estimates, as of the business combination date including:

• estimated fair values of intangible assets acquired from the acquiree;

• estimated fair values of software license updates and product support obligations assumed from the acquiree;

• estimated income tax assets and liabilities assumed from the acquiree;

• estimated fair values of stock awards assumed from the acquiree that are included in the purchase price; and

• estimated fair value of pre-acquisition contingencies assumed from the acquiree.

In the first quarter of fiscal year 2010, we adopted a new accounting standard related to business combinations. Under the new accounting standard, accounting for deferred tax asset valuation allowances, integration costs and uncertain tax position liabilities and costs incurred to effect an acquisition generally results in the recording of expense to our operations as these costs are incurred. This contrasts with how we accounted for these items in prior periods according to the previous accounting standard and related guidance, which generally required that these items be included as a part of the purchase price allocation for the business combination and generally did not impact our results of operations. As a result of the adoption of the new standard, we expect that we will record additional restructuring, income tax and acquisition related and other expenses in our results of operations for any prospective acquisitions that we consummate. The amount, timing and frequency of such expenses are difficult to predict and could materially affect our results of operations and financial position.

Impairment of Goodwill, Intangible Assets and Long-Lived Assets.    Our goodwill and intangible assets result from our corporate acquisition transactions. Goodwill and intangible assets with indefinite useful lives are not amortized, but are instead tested for impairment at least annually or as circumstances indicate their value may no longer be recoverable. We do not carry any intangible assets with indefinite useful lives other than goodwill and in-process research and development. We generally perform our annual impairment test at the end of the fiscal year. As we operate our business in one reporting unit, our goodwill is tested for impairment at the enterprise level. Goodwill impairment testing is a two-step process. For the first step, we screen for impairment, and if any possible impairment exists, we undertake a second step of measuring such impairment by performing the discounted cash flow analyses. These analyses are based on cash flow assumptions that are consistent with the plans and estimates being used to manage our business. In the first step, we review the carrying amount of our reporting unit at enterprise level compared to the “fair value” of the enterprise based on quoted market prices of our common stock. An excess carrying value to fair value would indicate that goodwill may be impaired. If we determined that goodwill may be impaired, then we would compare the “implied fair value” of the goodwill. We

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periodically re-evaluate our business and have determined that we continue to operate in one segment, which we consider our sole reporting unit. If our assumptions change in the future, we may be required to record impairment charges to reduce the carrying value of our goodwill. Changes in the valuation of goodwill could materially impact our operating results and financial position.

We evaluate the recoverability of our long-lived assets including amortizable intangible and tangible assets in accordance with authoritative guidance. When events or changes in circumstances indicate that the carrying amount of long-lived assets may not be recoverable, we recognize such impairment in the event the net book value of such assets exceeds the future undiscounted cash flows attributable to such assets. Our acquired intangible assets with definite useful lives are amortized on a straight line basis over their useful lives, and periodically tested for impairment. We have not recorded any impairment losses to date. As of November 30, 2010, we had $409.5 million of goodwill, $88.5 million of property and equipment and $104.8 million of acquired intangible assets. If our estimates or the related assumptions change in the future, we may be required to record impairment charges to reduce the carrying value of these assets. Changes in the valuation of long-lived assets could materially impact our operating results and financial position.

To date, there have been no impairments of goodwill, intangibles and long-lived assets.

Accounting for Income Taxes.    We make certain estimates and judgments in determining income tax expense for financial statement purposes. These estimates and judgments occur in the calculation of certain tax assets and liabilities, which arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes.

As part of the process of preparing our Consolidated Financial Statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate. This process involves us estimating our current tax exposure under the most recent tax laws and assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included in our Consolidated Balance Sheets.

We assess the likelihood that we will be able to recover our deferred tax assets. We consider all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for a valuation allowance. If it is not more likely than not that we will recover our deferred tax assets, we will increase our provision for taxes by recording a valuation allowance against the deferred tax assets that we estimate will not ultimately be recoverable. The available positive evidence at November 30, 2010 included historical operating profits and a projection of future income sufficient to realize most of our remaining deferred tax assets. As of November 30, 2010, it was considered more likely than not that our deferred tax assets would be realized with the exception of certain capital loss and foreign tax credit carryovers as we cannot forecast sufficient future capital gains or foreign source income to realize these deferred tax assets. The valuation allowance of approximately $8.1 million as of November 30, 2010 will result in an income tax benefit if and when we conclude it is more likely than not that the related deferred tax assets will be realized.

As of November 30, 2010, we believed that the amount of deferred tax assets recorded on our balance sheet would ultimately be recovered. However, should there be a change in our ability to recover our deferred tax assets, our tax provision would increase in the period in which we determine that it is more likely than not that we cannot recover our deferred tax assets. If we have to re-establish a full valuation allowance against our deferred tax assets, it would result in an increase of $36.4 million to income tax expense.

U.S. income taxes and foreign withholding taxes have not been provided on a cumulative total of $64.2 million of undistributed earnings for certain non-U.S. subsidiaries. With the exception of our subsidiaries in the United Kingdom and Japan, net undistributed earnings of our foreign subsidiaries are considered to be indefinitely reinvested, and accordingly, no provision for U.S. income taxes has been provided thereon. We have

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sufficient cash reserves in the U.S. and do not require repatriation of our foreign earnings. We intend to use the undistributed earnings for acquisitions, local operations expansion and to meet local operating expense requirements. Upon distribution of these earnings in the form of dividends or otherwise, we will be subject to U.S. income taxes net of available foreign tax credits associated with these earnings. Determination of the amount of unrecognized deferred tax liability related to these earnings is not practicable.

See Note 19 to our Consolidated Financial Statements included in this Annual Report on Form 10-K.

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Results of Operations

The following table presents certain Consolidated Statements of Operations data as percentages of total revenue for the periods indicated:

	Year Ended November 30,
	2010			2009			2008
Revenue:
License		40	%		40	%		42	%
Service and maintenance		60			60			58
Total revenue		100			100			100
Cost of revenue:
License		5			5			5
Service and maintenance		22			21			23
Total cost of revenue		27			26			28
Gross profit		73			74			72
Operating expenses:
Research and development		17			17			17
Sales and marketing		32			33			35
General and administrative		6			8			8
Amortization of acquired intangible assets		2			2			2
Acquisition related and other		—			—			—
Restructuring charges		1			—			—
Total operating expenses		58			60			62
Income from operations		15			14			10
Interest income		—			—			1
Interest expense		(1	)		—			—
Other income (expense), net		—			—			—
Income before provision for income taxes and noncontrolling interest		14			14			11
Provision for income taxes		4			4			3
Net income		10			10			8
Less: Net income attributable to noncontrolling interest		—			—			—
Net income attributable to TIBCO Software Inc.		10	%		10	%		8	%

Our Consolidated Results of Operations have included incremental revenue and costs related to the acquisitions of Foresight, Netrics, Kabira, Proginet, and OpenSpirit in fiscal year 2010, DataSynapse in fiscal year 2009 and Insightful in fiscal year 2008. In connection with these acquisitions, 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.

All amounts presented in the tables in the Results of Operations are stated in thousands of dollars, except percentages and unless otherwise stated.

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Total Revenue

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

	Year Ended November 30,						Percentage Change
	2010		2009		2008		2009 to 2010			2008 to 2009
Total revenue	$	754,007	$	621,388	$	644,471		21	%		(4	)%

Total revenue in fiscal year 2010 compared to fiscal year 2009 increased by $132.6 million or 21%. The increase was primarily due to a $54.3 million or 22% increase in license revenue and a $78.3 million or 21% increase in service and maintenance revenue. Geographically, we experienced growth in total revenue from the Americas and APJ in fiscal year 2010. Our total revenue increased by $92.9 million or 29% in Americas, $17.6 million or 7% in EMEA and $22.2 million or 45% in the APJ in fiscal year 2010. See Note 22 to our Consolidated Financial Statements included in this Annual Report on Form 10-K for further details on total revenue by region.

We had no single customer that accounted for more than 10% of total revenue in fiscal years 2010, 2009 or 2008. Our products are licensed by companies worldwide in diverse industries, and a high percentage of our revenue is from the financial services, telecommunications, energy, government, manufacturing and life sciences sectors.

Total revenue in fiscal year 2009 compared to fiscal year 2008 decreased by $23.1 million or 4%. The decrease was primarily due to a $26.2 million or 10% decrease in license revenue, which was partially offset by a $3.1 million or 1% increase in service and maintenance revenue. Our total revenue decreased by $14.4 million or 23% in APJ, $5.5 million or 2% in the Americas and $3.2 million or 1% in EMEA in fiscal year 2009.

License Revenue

	Year Ended November 30,									Percentage Change
	2010			2009			2008			2009 to 2010			2008 to 2009
License revenue	$	301,532		$	247,237		$	273,415			22	%		(10	)%
Percentage of total revenue		40	%		40	%		42	%

We license a wide range of products to customers in various industries and geographic regions. License revenue increased by $54.3 million or 22% in fiscal year 2010 compared to fiscal year 2009. The increase consisted of a $32.8 million increase in SOA, a $19.5 million increase in business optimization and a $2.0 million increase in BPM. License revenue decreased by $26.2 million or 10% in fiscal year 2009 compared to fiscal year 2008. The reduction was primarily due to a $19.8 million decrease in business optimization and a $7.6 million decrease in BPM, which were partially offset by a $1.2 million increase in SOA.

Our license revenue in fiscal years 2010, 2009 and 2008 was derived from the following three product solutions: SOA, business optimization and BPM.

	Year Ended November 30,
	2010			2009			2008
SOA		62	%		62	%		56	%
Business optimization		27			25			32
BPM		11			13			12
Total license revenue		100	%		100	%		100	%

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

	Year Ended November 30,
	2010		2009		2008
Number of license deals of $1.0 million or more		60		58		55
Number of license deals of $0.1 million or more		458		366		414
Average size of license deals of $0.1 million or more (in millions)	$	0.6	$	0.6	$	0.6

Cost of License Revenue

	Year Ended November 30,									Percentage Change
	2010			2009			2008			2009 to 2010			2008 to 2009
Cost of license revenue	$	35,325		$	28,252		$	30,276			25	%		(7	)%
Percentage of total revenue		5	%		5	%		5	%
Percentage of license revenue		12	%		11	%		11	%

Cost of license revenue mainly consisted of royalty costs and amortization of developed technologies acquired through corporate acquisitions. Cost of license revenue increased by $7.1 million or 25% in fiscal year 2010 compared to fiscal year 2009, and decreased by $2.0 million or 7% in fiscal year 2009 compared to fiscal year 2008 The increase in fiscal year 2010 was primarily due to a $2.6 million increase in amortization of acquired technologies, a $2.6 million increase in royalty costs and a $2.0 million increase in cost of goods sold. The decrease in fiscal year 2009 was primarily due to a $2.3 million decrease in amortization of acquired technologies, mainly associated with the Staffware acquired technologies which were fully amortized in the second quarter of fiscal year 2009. The decrease was partially offset by a $0.3 million increase in royalty costs.

Service and Maintenance Revenue and Costs

	Year Ended November 30,									Percentage Change
	2010			2009			2008			2009 to 2010			2008 to 2009
Service and maintenance revenue	$	452,475		$	374,151		$	371,056			21	%		1	%
Percentage of total revenue		60	%		60	%		58	%
Cost of service and maintenance revenue	$	162,468		$	130,800		$	147,622			24	%		(11	)%
Percentage of total revenue		22	%		21	%		23	%
Percentage of service and maintenance revenue		36	%		35	%		40	%

Service and maintenance revenue increased by $78.3 million or 21% in fiscal year 2010 compared to fiscal year 2009. The increase in fiscal year 2010 was the result of a $42.4 million increase in maintenance revenue and a $35.9 million increase in consulting and training services revenue. Service and maintenance revenue increased by $3.1 million or 1% in fiscal year 2009 compared to fiscal year 2008. The increase in fiscal year 2009 was the result of a $17.3 million increase in maintenance revenue, which was partially offset by a $14.2 million decrease in consulting and training services revenue. Maintenance revenue increased primarily due to continued growth in our installed software base in fiscal years 2010 and 2009. In fiscal year 2010, consulting revenue increased due to an increase in both the number and size of engagements, reflecting our increased focus on providing more services to our customers.

Cost of service and maintenance revenue consisted primarily of compensation and other related expenses for consultants, customer support personnel and third-party contractors associated with providing consulting services and stock-based compensation expense. The $31.7 million or 24% increase in fiscal year 2010 compared to fiscal

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year 2009 resulted primarily from an increase of $19.5 million in employee-related expenses, an increase of $6.9 million in subcontractors costs, an increase of $3.8 million in travel expenses, an increase of $1.0 million in facilities expenses and an increase of $0.3 million in information technology-related expenses. Increased employee-related expenses were primarily due to an increase in professional services and customer support staff. Increased subcontractors costs were also directly related to increased service revenue in fiscal year 2010. The $16.8 million or 11% decrease in fiscal year 2009 compared to fiscal year 2008 resulted primarily from a decrease of $7.7 million in employee-related expenses, a decrease of $3.6 million in subcontractors costs, a decrease of $3.0 million in travel expenses and a decrease of $2.1 million in facilities expenses. The decreases in employee-related expenses and travel expenses were primarily due to a reduction in salaries and travel. Decreased subcontractors costs were also directly related to decreased service revenue in fiscal year 2009.

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.

	Year Ended November 30,									Percentage Change
	2010			2009			2008			2009 to 2010			2008 to 2009
Research and development expenses	$	124,654		$	108,691		$	106,594			15	%		2	%
Percentage of total revenue		17	%		17	%		17	%

Total research and development expenses increased by $16.0 million or 15% in fiscal year 2010 compared to fiscal year 2009 and was primarily due to a $13.7 million increase in employee-related expenses, a $1.6 million increase in facilities expenses and a $0.9 million increase in travel expenses, which were partially offset by a $0.3 million decrease in contractor expenses. The increase in employee-related expenses was primarily due to an increase in headcount and variable compensation.

Total research and development expenses increased by $2.1 million or 2% in fiscal year 2009 compared to fiscal year 2008 and was primarily due to a $4.3 million increase in employee-related expenses, which was partially offset by a $1.2 million decrease in facilities expenses, a $0.7 million decrease in travel expenses and a $0.5 million decrease in contractor expenses. The increase in employee-related expenses was primarily due to an increase in variable compensation.

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 cost of marketing programs, including customer conferences, promotional materials, trade shows, advertising and related travel expenses.

	Year Ended November 30,									Percentage Change
	2010			2009			2008			2009 to 2010			2008 to 2009
Sales and marketing expenses	$	240,357		$	204,212		$	224,641			18	%		(9	)%
Percentage of total revenue		32	%		33	%		35	%

Total sales and marketing expenses increased by $36.1 million or 18% in fiscal year 2010 compared to fiscal year 2009 and was primarily due to a $29.7 million increase in employee-related expenses, a $5.6 million increase in travel expenses and a $2.1 million increase in marketing programs, which were partially offset by a $1.1 million decrease in referral fees and a $0.2 million decrease in facilities expenses. The increase in

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employee-related expenses was primarily due to an increase in headcount and variable compensation. The increase in travel expenses and marketing programs was due to increased sales and marketing activities.

Total sales and marketing expenses decreased by $20.4 million or 9% in fiscal year 2009 compared to fiscal year 2008 and was primarily due to a $15.2 million decrease in employee-related expenses, a $4.9 million decrease in travel expenses and a $2.9 million decrease in marketing programs, which were partially offset by a $2.1 million increase in referral fees. The decrease in employee-related expenses was primarily due to a reduction in salaries, benefits and commissions.

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.

	Year Ended November 30,									Percentage Change
	2010			2009			2008			2009 to 2010			2008 to 2009
General and administrative expenses	$	49,260		$	46,666		$	53,046			6	%		(12	)%
Percentage of total revenue		7	%		8	%		8	%

Total general and administrative expenses increased by $2.6 million or 6% in fiscal year 2010 compared to fiscal year 2009 and was primarily due to a $4.9 million increase in employee-related expenses and a $0.6 million increase in consulting expenses, which were partially offset by a $2.9 million decrease in fees and charges.

The $6.4 million or 12% decrease in general and administrative expenses in fiscal year 2009 compared to fiscal year 2008 was primarily due to a $3.4 million decrease in consulting expenses, a $1.8 million decrease in fees and charges and a $1.7 million decrease in employee-related expenses. The decrease in consulting expenses was primarily due to reduction in the use of consultants and lower billing rates for the consultants.

Amortization of Acquired Intangible Assets

Intangible assets acquired through corporate acquisitions are comprised of the estimated 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 intangibles is included in operating expenses.

	Year Ended November 30,									Percentage Change
	2010			2009			2008			2009 to 2010			2008 to 2009
Amortization of acquired intangible assets:
In cost of revenue	$	16,080		$	13,463		$	15,745
In operating expenses		16,414			14,165			16,557
Total amortization expenses	$	32,494		$	27,628		$	32,302			18	%		(14	)%
Percentage of total revenue		4	%		4	%		5	%

Amortization expenses increased by $4.9 million or 18% in fiscal year 2010 compared to fiscal year 2009. The increases in amortization expenses in fiscal year 2010 were primarily due to the additional amortization related to intangible assets acquired through our acquisitions in fiscal year 2010. Amortization expenses decreased by $4.7 million or 14% in fiscal year 2009 compared to fiscal year 2008. The decreases in amortization

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expenses in fiscal year 2009 were primarily due to Staffware acquired technologies which were fully amortized in the second quarter of fiscal year 2009. The decreases were partially offset by the additional amortization related to intangible assets acquired in the acquisition of DataSynapse in the third quarter of fiscal year 2009. See Note 8 to our Consolidated Financial Statements included in this Annual Report on Form 10-K for further details on acquired intangible assets.

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 are terminated within 90 days of the acquisition date.

As of the beginning of fiscal year 2010, acquisition related and other expenses are recorded as expenses in our statements of operations. These amounts were historically capitalized as part of the acquisition pursuant to previous accounting rules. These costs are primarily direct transaction costs such as professional services fees with the exception of employee severance, which is an indirect cost.

	Year Ended November 30,									Percentage Change
	2010			2009			2008			2009 to 2010		2008 to 2009
Acquisition related and other expenses
Transitional and other employee related costs	$	349		$	—		$	—
Professional services fees and other		3,072
Total acquisition related and other expenses	$	3,421		$	—		$	—			n/a		n/a
Percentage of total revenue		—	%		—	%		—	%

Restructuring Charges

	Year Ended November 30,									Percentage Change
	2010			2009			2008			2009 to 2010		2008 to 2009
Restructuring charges	$	6,953		$	—		$	—			n/a		n/a
Percentage of total revenue		1	%		—	%		—	%

During fiscal year 2010, we recorded $7.0 million in restructuring charges related our 2010 Restructuring Plan. The restructuring charges were primarily related to excess facilities and other corporation actions arising from the recent acquisition of Kabira. Also see Note 9 to our Consolidated Financial Statements included in this Annual Report on Form 10-K for further discussion on restructuring charges.

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Stock-Based Compensation

The stock-based compensation expenses included in our Consolidated Statements of Operations corresponding to the same functional lines as cash compensation paid to the same employees in the respective departments are as follows:

	Year Ended November 30,									Percentage Change
	2010			2009			2008			2009 to 2010			2008 to 2009
Stock-based compensation expenses:
Cost of license	$	26		$	39		$	33
Cost of service and maintenance		2,883			2,487			2,579
Total in cost of revenue		2,909			2,526			2,612			15	%		(3	)%
Research and development		8,065			5,597			4,584
Sales and marketing		11,390			7,440			6,963
General and administrative		9,884			7,983			6,813
Total in operating expenses		29,339			21,020			18,360			40	%		14	%
Total	$	32,248		$	23,546		$	20,972			37	%		12	%
Percentage of total revenue		4	%		4	%		3	%

Total stock-based compensation expenses increased by $8.7 million or 37% in fiscal year 2010 compared to fiscal year 2009. The increase is primarily due to a $5.0 million stock-based compensation expenses related to PRSUs.

We utilize the Black-Scholes option pricing model to value equity instruments. The Black-Scholes model was developed for use in estimating the value of traded options that have no vesting or hedging restrictions and are fully transferable. Because our employee stock options have certain characteristics that are significantly different from traded options, and because changes in the subjective assumptions can materially affect the estimated value, in management’s opinion, the existing valuation model may not provide an accurate measure of the fair value of our employee stock options. Although the fair value of employee stock options is determined using an option-pricing model, that value may not be indicative of the fair value observed in a willing buyer/willing seller market transaction.

Interest Income

	Year Ended November 30,									Percentage Change
	2010			2009			2008			2009 to 2010			2008 to 2009
Interest income	$	1,349		$	2,265		$	9,115			(40	)%		(75	)%
Percentage of total revenue		—	%		—	%		1	%

Interest income decreased by $0.9 million or 40% in fiscal year 2010 compared to fiscal year 2009 and by $6.9 million or 75% in fiscal year 2009 compared to fiscal year 2008. The decreases in interest income in fiscal year 2010 compared to fiscal year 2009 and in fiscal year 2009 compared to fiscal year 2008 were primarily due to significantly lower returns from investments.

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Interest Expense

	Year Ended November 30,									Percentage Change
	2010			2009			2008			2009 to 2010			2008 to 2009
Interest expense	$	(4,123	)	$	(2,968	)	$	(3,238	)		39	%		(8	)%
Percentage of total revenue		1	%		—	%		—	%

Interest expense was primarily related to the fees on a $150.0 million unsecured revolving credit facility and a $54.0 million mortgage note.

Interest expense increased by $1.2 million or 39% in fiscal year 2010 compared to fiscal year 2009 and decreased by $0.3 million or 8% in fiscal year 2009 compared to fiscal year 2008. The increase in fiscal year 2010 was primarily due to the fees on the unsecured revolving credit facility, mainly the commitment fee on the $145.5 million of available credit under the facility. See Note 10 to our Consolidated Financial Statements included in this Annual Report on Form 10-K for further detail on the Credit Agreement.

The $54.0 million mortgage note was issued in connection with the purchase of our corporate headquarters in June 2003, and carries a 20-year amortization. In the second quarter of fiscal year 2007, we amended the mortgage note payable such that it now carries a fixed annual interest rate of 5.50%. The balance of the mortgage note as of November 30, 2010, was $40.4 million. The $34.4 million principal balance that will remain at the end of the ten-year term will be due as a final lump sum payment on July 1, 2013. See Note 10 to our Consolidated Financial Statements included in this Annual Report on Form 10-K for further detail on the mortgage note payable.

Other Income (Expense), net

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

	Year Ended November 30,									Percentage Change
	2010			2009			2008			2009 to 2010			2008 to 2009
Other income (expense):
Foreign exchange gain (loss)	$	(1,914	)	$	1,655		$	(1,081	)
Realized gain (loss) on investments		444			(108	)		360
Other income (expense), net		(39	)		171			(61	)
Total other income (expense), net	$	(1,509	)	$	1,718		$	(782	)		*	%		*	%
Percentage of total revenue		—	%		—	%		—	%

* Percentage is not meaningful

The decrease in other income (expense) in absolute dollars in fiscal year 2010 compared to fiscal year 2009 was primarily due to $1.9 million of foreign exchange losses in fiscal year 2010 compared to $1.7 million of foreign exchange gains in fiscal year 2009.

The increase in other income (expense) in absolute dollars in fiscal year 2009 compared to fiscal year 2008 was primarily due to $1.7 million of foreign exchange gains in fiscal year 2009 compared to $1.1 million of foreign exchange losses in fiscal year 2008.

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Income Taxes

	Year Ended November 30,									Percentage Change
	2010			2009			2008			2009 to 2010			2008 to 2009
Provision for (benefit from) income tax	$	32,401		$	27,097		$	18,314			20	%		48	%
Effective tax rate		29	%		30	%		26	%

The effective tax rate was 29%, 30% and 26% in fiscal years 2010, 2009 and 2008, respectively. The effective tax rate in fiscal year 2010 differed from the statutory rate of 35% primarily due to the benefits resulting from the reorganization of certain foreign entities, foreign income taxed at rates lower than the U.S. statutory rate and research and development credits which was partially offset by the tax impact of certain stock compensation charges, acquisition related costs and state income tax expense. The effective tax rate in fiscal year 2009 differed from the statutory rate of 35% primarily due to the benefits resulting from the reorganization of certain foreign entities, foreign income taxed at rates lower than the U.S. statutory rate, research and development credits which was partially offset by the tax impact of certain stock compensation charges and state income tax expense. The effective tax rate in fiscal year 2008 differed from the statutory rate of 35% primarily due to the benefits resulting from the reorganization of certain foreign entities, foreign income taxed at rates lower than the U.S. statutory rate, research and development credits and the release of valuation allowance resulting from the ability to claim foreign tax credits against our foreign source income, which was partially offset by the tax impact of certain stock compensation charges and state income tax expense.

The expiration of a statute of limitations in the United Kingdom resulted in a favorable tax effect of $2.5 million of which $2.3 million has been recorded as a discrete item in the second quarter of fiscal year 2010.

Effective December 1, 2010, we changed our organizational structure which resulted in the centralization of the majority of our international operations in the Netherlands. As a result of this change, we believe we will realize a benefit in our effective tax rate beginning in fiscal year 2011.

On December 17, 2010, the Tax Relief, Unemployment Insurance Reauthorization, and Job Creation Act of 2010 (H.R. 4853) was signed into law which extends the federal research and development credit through December 31, 2011. The federal research and development credit was reinstated retroactively to January 1, 2010. The estimated fiscal year 2010 credit is $2.8 million, of which $0.2 million was recognized as research and development credit in fiscal year 2010 because the research and development credit was only available for the month of December 2009. We will recognize the retroactive benefit for the eleven months of the federal research and development credit of $2.6 million as a discrete item in the first quarter of fiscal year 2011, the period in which the reinstatement was enacted. In addition, there have been several international tax provisions recently enacted which could impact our effective tax rate and we continue to evaluate the potential impact.

In February 2009, the California 2009-2010 budget legislation was signed into law. One of the major components of this legislation is the ability to elect to apply a single sales factor apportionment for years beginning after January 1, 2011. As a result of our anticipated election of the single sales factor, we are required to re-measure our deferred taxes taking into account the reversal pattern and the expected California tax rate under the elective single sales factor. We have determined that by electing a single sales factor apportionment, our California deferred tax assets will decrease by approximately $1.1 million (net of federal benefit). The tax impact of $1.1 million has been recorded as a discrete item in the first quarter of fiscal year 2009. We continue to assess and estimate the reversal of the noncurrent deferred tax assets and liabilities at the anticipated tax rate for fiscal year 2012.

See Note 19 to our Consolidated Financial Statements included in this Annual Report on Form 10-K.

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Liquidity and Capital Resources

Current Cash Flows

As of November 30, 2010, we had cash, cash equivalents and short-term investments totaling $245.5 million, representing a decrease of $47.3 million from November 30, 2009. Our total cash and cash equivalents balance was $244.0 million as of November 30, 2010. As of November 30, 2010, our short-term available-for-sale investments totaled $1.5 million, consisting of term deposits and mortgage-backed securities.

Net cash provided by operating activities in fiscal year 2010 was $148.8 million, resulting from net income of $78.5 million and adjusted for $79.0 million in non-cash charges, which were partially offset by a $8.7 million net change in assets and liabilities. The non-cash charges included depreciation and amortization, stock-based compensation, tax benefits related to stock benefit plans and other non-cash adjustments, less excess tax benefits from stock-based compensation recorded in financing activities and deferred income tax. Net change in assets and liabilities included an increase in accounts receivable due to increased total revenue in the fourth quarter of fiscal year 2010, a decrease in prepaid expenses and other assets, an increase in accounts payable, a decrease in accrued liabilities and restructuring costs and an increase in 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 billed 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 accounts payable arrangements.

Net cash used in investing activities was $91.1 million in fiscal year 2010, resulting primarily from cash used, net of cash acquired, of $78.6 million for the OpenSpirit, Proginet, Kabira, Netrics and Foresight acquisitions, cash used of $6.4 million in capital expenditures, $5.5 million in restricted cash pledged as security and cash used of $1.3 million in the purchase of short-term investments, which were partially offset by $0.5 million of proceeds from private equity investments and $0.2 million of proceeds from short-term investments. In addition, we used part of the net proceeds from sales of short-term investments to finance our stock repurchase program.

Net cash used in financing activities was $105.5 million in fiscal year 2010, resulting primarily from our $204.3 million repurchase of shares of our common stock on the open market and $3.5 million repayment of long-term debt, less $80.8 million cash received from the exercise of stock options and the sale of stock under our Employee Stock Purchase Program and $21.5 million in excess tax benefits from stock-based compensation.

In April 2008, 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. In connection with the approval of the April 2008 stock repurchase program, the April 2007 stock repurchase program was terminated and the remaining authorized amount of $69.6 million under the April 2007 stock repurchase program was canceled.

In April 2010, our Board of Directors approved a stock repurchase program pursuant to which we were able to 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 April 2008, and the remaining authorized amount of approximately $26.7 million under the April 2008 program was canceled.

Subsequent to the end of our fiscal year, on December 21, 2010, 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

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connection with the approval of this program, our Board of Directors also terminated our previous $300.0 million stock repurchase program from April 2010, and the remaining authorized amount of approximately $158.9 million under the April 2010 stock repurchase program was canceled.

In fiscal year 2010, we repurchased approximately 15.1 million shares of our outstanding common stock at an average price of $13.54 per share pursuant to the programs, for an aggregate purchase price of approximately $204.3 million.

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 line of credit 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.

Line of Credit

In November 2009, we entered into a $150.0 million unsecured revolving credit facility (the “Credit Agreement”) that matures in November 2012. The revolving credit facility is available for cash borrowings up to $150.0 million, with a sublimit for the issuance of standby letters of credit in a face amount up to $25.0 million and swing line loans up to $10.0 million. As of November 30, 2010, no borrowings were outstanding under the Credit Agreement and a $4.5 million irrevocable letter of credit was outstanding, leaving $145.5 million of available credit for cash borrowings, of which $20.5 million is available for additional letters of credit. Revolving loans accrue interest at a per annum rate based on either (i) the base rate plus a margin ranging from 2.25% to 3.00%, depending on TIBCO’s consolidated leverage ratio or (ii) the LIBOR rate plus a margin ranging from 3.25% to 4.00%, 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) except during a period when LIBOR rates are unavailable, the LIBOR rate for a one month interest period plus a margin equal to 1.00%. Swing line loans accrue interest at a per annum rate based on the base rate plus a margin ranging from 2.25% to 3.00%. A commitment fee is applied to the un-borrowed amount at a per annum rate ranging from 0.50% to 0.75%. Under this Credit Agreement, we must maintain a minimum consolidated interest coverage ratio of 3.5:1.0 and a maximum consolidated leverage ratio of 2.5:1.0 in addition to other customary affirmative and negative covenants.

We also have a $20.0 million revolving line of credit that matures on June 17, 2011. The revolving line of credit is available for cash borrowings and for the issuance of letters of credit up to $20.0 million. As of November 30, 2010, no borrowings were outstanding under the facility and three irrevocable letters of credit in the amounts of $13.0 million, approximately $1.0 million and $0.4 million were outstanding, leaving approximately $5.6 million of available credit for additional letters of credit or cash borrowings. The $13.0 million irrevocable letter of credit outstanding was issued in connection with the mortgage note payable. The letter of credit automatically renews for successive one-year periods, until the mortgage note payable has been satisfied in full. The approximate $1.0 million and $0.4 irrevocable letters of credit outstanding were issued in connection with two sales transactions denominated in foreign currency and will remain outstanding until July 2012 and November 2012, respectively. The line of credit, as amended, contains financial covenants identical to those of the Credit Agreement, as well as other customary affirmative and negative covenants. As of November 30, 2010, we were in compliance with all covenants under the revolving line of credit.

Guarantee Credit Line

We have an approximately $9.1 million revolving guarantee credit line available for issuance of bank guarantees denominated in foreign currency. Issued bank guarantees were approximately $8.6 million and

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$4.1 million in fiscal years 2010 and 2009, respectively, and were collateralized by pledging the equivalent amount under restricted cash as required under our guarantee credit line. Other various contractual commitments also require us to pledge cash as security under restricted cash. As of November 30, 2010 and 2009, we had restricted cash of $10.5 million and $5.6 million, respectively, which is included in Other Assets on our Consolidated Balance Sheets.

Fair Value Inputs

Beginning in fiscal year 2008, we adopted guidance for fair value measurements. See Note 2 to the Consolidated Financial Statements included in this Annual Report on Form 10-K. 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. The use of fair value to measure investment instruments, with related unrealized and realized gains or losses on investment, is a component to our consolidated results of operations.

We value our cash, cash equivalents, and investment instruments by 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. We do not adjust the quoted price for such instruments. The types of instruments valued based on quoted prices in markets that are not active, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency include term deposits and mortgage-backed products. The price for each security at the measurement date is derived from various sources. Periodically, management assesses the reasonableness of these sourced prices by comparing them to the prices provided by our portfolio managers to derive the fair value of these financial instruments. Historically, we have not experienced significant deviation between the sourced prices and our portfolio managers’ prices. Management assesses the inputs of the pricing in order to categorize the financial instruments into the appropriate hierarchy levels.

Commitments

In June 2003, we purchased our corporate headquarters with a $54.0 million mortgage note to lower our operating costs. The mortgage note payable carries a 20-year amortization and, as amended in the second quarter of fiscal year 2007, a fixed annual interest rate of 5.50%. The principal balance of $34.4 million that will be remaining at the end of the 10-year term will be due as a final lump sum payment on July 1, 2013. Under the applicable terms of the mortgage note agreements, we are prohibited from acquiring another company without prior consent from the lender unless we maintain at least $50.0 million of cash or cash equivalents and meet other non-financial terms as defined in the agreements. In addition, we are subject to certain non-financial covenants as defined in the agreements. We were in compliance with all covenants as of November 30, 2010.

In conjunction with the purchase of our corporate headquarters, 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 ten years based upon changes in fair market value of the land. Should it become necessary, we have the option to prepay any rent increases due as a result of a change in fair market value.

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As of November 30, 2010, our contractual commitments associated with indebtedness, lease obligations and restructuring are as follows (in thousands):

	Total			2011			2012			2013			2014		2015		Thereafter
Operating commitments:
Debt principal	$	40,377		$	2,269		$	2,397		$	35,711		$	—	$	—	$	—
Debt interest		5,483			2,164			2,036			1,283			—		—		—
Operating leases		32,433			11,608			7,997			5,767			3,746		1,618		1,697
		78,293			16,041			12,430			42,761			3,746		1,618		1,697
Restructuring-related commitments:
Gross lease obligations		2,118			1,345			668			105			—		—		—
Committed sublease income		(999	)		(566	)		(366	)		(67	)		—		—		—
		1,119			779			302			38			—		—		—
Total commitments	$	79,412		$	16,820		$	12,732		$	42,799		$	3,746	$	1,618	$	1,697

The obligations disclosed above do not include contractual obligations recorded on our balance sheet as current liabilities except for the current portion of long-term debt. The expected timing of payment amounts of the obligations discussed above is estimated based on current information. Timing and actual amounts paid may differ depending on the timing of receipt of goods or services, market prices or changes to agreed-upon amounts for some obligations.

Future minimum lease payments under restructured non-cancelable operating leases as of November 30, 2010 are included in Accrued Restructuring Costs on our Consolidated Balance Sheets. See also Note 9 to our Consolidated Financial Statements included in this Annual Report on Form 10-K for further details on accrued restructuring costs.

The above commitment table does not include approximately $14.0 million of long-term income tax liabilities recorded in accounting for uncertainty in income taxes 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. To date, no such claims have been filed against us. We also warrant to customers that our software products operate substantially in accordance with the software product’s specifications. Historically, minimal costs have been incurred 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 provisions of Delaware law.

To date, we have incurred costs for the payment of legal fees in connection with the legal proceedings detailed in Note 13 to our Consolidated Financial Statements included in this Annual Report on Form 10-K.

Off-Balance Sheet Arrangements

As of November 30, 2010, we had no off-balance sheet arrangements as defined in Item 303(a)(4) of Regulation S-K.

Recent Accounting Pronouncements

Recent accounting pronouncements are detailed in Note 2 to our Consolidated Financial Statements included in this Annual Report on Form 10-K.

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ITEM 7A. 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. 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 majority of our transactions are currently made in U.S. dollars. In addition, we transact business in approximately 20 foreign currencies worldwide, of which the most significant to our operations in fiscal year 2010 was 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. We do not enter into derivative financial instruments for trading purposes.

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.

As of November 30, 2010, we had nine outstanding forward contracts with a total notional amount of $61.6 million, which are summarized as follows (in thousands):

	Notional Value Local Currency		Notional Value USD		Fair Value Gain (Loss) USD
Forward contracts sold:
EURO		40,200	$	52,214	$	952
Australian dollar		2,500		2,390		11
British pound		3,200		4,967		25
Brazilian real		4,900		2,832		(3	)
Korean won		960,000		827		(5	)
South African rand		6,500		909		(7	)
Swiss franc		2,800		2,801		(12	)
New Taiwan dollar		30,000		984		(11	)
Forward contracts bought:
Swedish krona		44,500		6,329		(12	)
			$	61,595	$	938

Interest Rate Risk

Historically, our exposure to market rate risk for changes in interest rates related primarily to our investment portfolio. Our investment policy is designed to protect and preserve invested funds by limiting default, market and investment risk. As of November 30, 2010, we had an investment portfolio of fixed interest bearing term deposits and income securities totaling $1.5 million, excluding those classified as cash and cash equivalents. These securities are classified as available-for-sale and are recorded on the balance sheets at fair market value with unrealized gains or losses reported under Accumulated Other Comprehensive Income (Loss), a separate component of stockholders’ equity.

Currently, we invest our cash primarily in 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 November 30, 2010, our cash and cash equivalents totaled $244.0 million, of which $37.0 million was in money market funds.

43

As of November 30, 2010, a hypothetical 100 basis point increase in interest rates would not have an impact on the fair value of our available-for-sale debt securities.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Reference is made to the Index to Consolidated Financial Statements that appears on page F-1 of this Annual Report on Form 10-K. The Report of Independent Registered Public Accounting Firm from PricewaterhouseCoopers LLP, the Consolidated Financial Statements and the Notes to Consolidated Financial Statements listed in the Index to Consolidated Financial Statements, which appear beginning on page F-2 of this Annual Report on Form 10-K, are incorporated by reference into this Item 8.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.

ITEM 9A. 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 report. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, 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 any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Management’s Report on Internal Control over Financial Reporting.    Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control over financial reporting is designed 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 in the United States. Our internal control over financial reporting includes those policies and procedures that:

(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

44

(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, including the possibility of human error and the circumvention or overriding of controls, internal control over financial reporting may not prevent or detect misstatements and can provide only reasonable assurance with respect to financial statement preparation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

We assessed the effectiveness of our internal control over financial reporting as of November 30, 2010. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework. Based on the results of our assessment using those criteria, management concluded that our internal control over financial reporting was effective as of November 30, 2010.

The effectiveness of our internal control over financial reporting as of November 30, 2010, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report that appears on page F-2 of this Annual Report on Form 10-K.

Changes in Internal Control over Financial Reporting.    There were no changes in our internal control over financial reporting that occurred during the fourth quarter of fiscal year 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

45

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Except as set forth below, the information required by this Item is incorporated by reference to the sections entitled “Board of Directors,” “Election of Directors,” and “Section 16(a) Beneficial Ownership Reporting Compliance” in our Proxy Statement for the 2011 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of our fiscal year ended November 30, 2010.

Executive Officers

The name of and certain information regarding each of our current executive officers as of November 30, 2010 are set forth below.

Vivek Y. Ranadivé, age 53, has served as our Chairman and Chief Executive Officer since our inception. Mr. Ranadivé founded Teknekron Software Systems, Inc., our predecessor company, in 1985.

Sydney L. Carey, age 46, has served as our Executive Vice President, Chief Financial Officer, since January 2009, and has served in various capacities with us since January 2004. From February 2002 to January 2004, Ms. Carey was Chief Financial Officer of Vernier Networks. From December 2000 until February 2002, Ms. Carey was Chief Financial Officer of Pacific Broadband Communications.

William R. Hughes, age 50, has served as our Executive Vice President, General Counsel and Secretary since July 2004 and has served in various capacities with us since September 1999. Between 1989 and his joining TIBCO in 1999, Mr. Hughes held several in-house legal positions in the technology industry in Europe and the United States. Prior to 1989, Mr. Hughes worked in private practice in the areas of corporate, finance and intellectual property law.

Thomas Laffey, age 55, has served as our Executive Vice President, Products and Technology, since June 2005 and has served in various capacities with us since April 2002. Prior to joining TIBCO, Mr. Laffey was a co-founder of Talarian Corporation, a provider of middleware, where he was responsible for engineering and product direction.

Ram Menon, age 45, has served as our Executive Vice President, Worldwide Marketing since July 2006 and has served in various capacities with us since July 1999. Prior to joining TIBCO, Mr. Menon was with Accenture, a global consulting firm, where he specialized in supply chain and e-commerce strategy consulting with Global 1000 companies.

Murray D. Rode, age 46, has served as our Executive Vice President, Chief Operating Officer since January 2009 and has served in various capacities with us since February 1995. Prior to joining TIBCO, Mr. Rode was a management consultant with a major international consulting firm, where he specialized in the areas of technology strategy and planning, business process re-engineering and project management.

Murat Sonmez, age 47, has served as our Executive Vice President, Global Field Operations since April 2007 and has served in various capacities with us since October 2003 and from January 1994 to July 2002. From August 2002 to September 2003, Mr. Sonmez served as Executive Vice President, Operations at Centrata, a utility computing software firm.

Troy O. Mitchell, age 50, has served as our Vice President, Corporate Controller since February 2009 and has served in various capacities with us since September 2004. From April 2002 to August 2004, Mr. Mitchell held a number of positions at Portal Software, including Corporate Controller.

46

Code of Ethics

We have adopted a Code of Ethics for Chief Executive and Senior Financial Officers that applies to our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, Corporate Controller and all others performing similar functions. The Code of Ethics is available on our website at http://www.tibco.com/company/investor_info/corporate_governance/code_ethics. If we make any substantive amendments to the Code of Ethics or grant any waiver, including any implicit waiver, from a provision of the code to our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, Corporate Controller or others providing similar functions, we will disclose the nature of such amendment or waiver on our website or in a current report on Form 8-K.

ITEM 11. EXECUTIVE COMPENSATION

The information required by this item is incorporated by reference to the sections entitled “Compensation Discussion and Analysis,” “Election of Directors—Fiscal Year 2010 Director Compensation,” “Board of Directors—Compensation Committee Interlocks and Insider Participation” and “Compensation Committee Report” in our Proxy Statement for the 2011 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of our fiscal year ended November 30, 2010.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this item regarding security ownership of certain beneficial owners and management is incorporated by reference to the section entitled “Security Ownership of Certain Beneficial Owners and Management” in our Proxy Statement for the 2011 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of our fiscal year ended November 30, 2010.

The information required by this item regarding equity compensation plans is incorporated by reference to the section entitled “Executive Compensation—Equity Compensation Plan Information” in our Proxy Statement for the 2011 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of our fiscal year ended November 30, 2010.

ITEM 13. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Certain Relationships and Related Party Transactions

The information required by this item regarding certain relationships and related party transactions is incorporated by reference to the section entitled “Board of Directors—Related Party Transactions Policy and Procedures” in our Proxy Statement for the 2011 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of our fiscal year ended November 30, 2010.

Director Independence

The information required by this item regarding director independence is incorporated by reference to the section entitled “Board of Directors—Director Independence and Presiding Director” in our Proxy Statement for the 2011 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of our fiscal year ended November 30, 2010.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required by this item is incorporated by reference to the section entitled “Ratification of Appointment of Independent Auditors—Fees Paid to the Independent Auditors” and “Ratification of Appointment of Independent Auditors—Audit Committee Pre-Approval of Audit and Non-Audit Services of the Independent Auditors” in our Proxy Statement for the 2011 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of our fiscal year ended November 30, 2010.

47

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) The following documents are filed as part of this Annual Report on Form 10-K:

1. Financial Statements.    Please see the accompanying Index to Consolidated Financial Statements, which appears on page F-1 of this Annual Report on Form 10-K. The Report of Independent Registered Public Accounting Firm, the Consolidated Financial Statements and the Notes to Consolidated Financial Statements listed in the Index to Consolidated Financial Statements, which appear beginning on page F-2 of this Annual Report on Form 10-K, are incorporated by reference into Item 8 above.

2. Financial Statement Schedules.    Financial Statement Schedules have been omitted because the information required to be set forth therein is either not applicable or is included in the Consolidated Financial Statements or the Notes to Consolidated Financial Statements.

3. Exhibits.    See Item 15(b) below. Each management contract and compensatory plan or arrangement required to be filed has been identified.

(b) Exhibits.    The exhibits listed on the accompanying Exhibit Index immediately following the signature page are filed as part of, or are incorporated by reference into, this Annual Report on Form 10-K.

(c) Financial Statement Schedules.    Reference is made to Item 15(a)(2) above.

48

TIBCO SOFTWARE INC.

INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets		F-3
Consolidated Statements of Operations		F-4
Consolidated Statements of Equity and Comprehensive Income (Loss)		F-5
Consolidated Statements of Cash Flows		F-6
Notes to Consolidated Financial Statements		F-7

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

TIBCO Software Inc.:

In our opinion, the consolidated financial statements listed in the accompanying index, present fairly, in all material respects, the financial position of TIBCO Software Inc. and its subsidiaries at November 30, 2010 and November 30, 2009, and the results of their operations and their cash flows for each of the three years in the period ended November 30, 2010 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of November 30, 2010, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on these financial statements and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

As discussed in Note 19 to the Consolidated Financial Statements, effective December 1, 2007, the Company changed the manner in which it accounts for uncertain tax positions and its methods of accounting for fair value measurements.

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/    PRICEWATERHOUSECOOPERS LLP

San Jose, California

January 28, 2011

F-2

TIBCO SOFTWARE INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except par value)

	November 30,
	2010			2009
Assets
Current assets:
Cash and cash equivalents	$	243,989		$	292,529
Short-term investments		1,504			307
Accounts receivable, net of allowances of $5,729 and $4,224		185,740			154,744
Prepaid expenses and other current assets		57,889			52,657
Total current assets		489,122			500,237
Property and equipment, net		88,523			94,631
Goodwill		409,545			374,285
Acquired intangible assets, net		104,818			83,060
Long-term deferred income tax assets		66,671			70,057
Other assets		46,320			44,069
Total assets	$	1,204,999		$	1,166,339
Liabilities and Equity
Current liabilities:
Accounts payable	$	23,815		$	18,350
Accrued liabilities		108,576			96,595
Accrued restructuring costs		2,714			5,848
Deferred revenue		182,895			159,241
Current portion of long-term debt		2,269			2,148
Total current liabilities		320,269			282,182
Accrued restructuring costs, less current portion		513			1,083
Long-term deferred revenue		15,212			15,353
Long-term deferred income tax liabilities		4,257			9,257
Long-term income tax liabilities		14,044			17,045
Long-term debt, less current portion		38,108			40,377
Other long-term liabilities		2,865			3,561
Total liabilities		395,268			368,858
Commitments and contingencies (Note 12)
Equity:
Common stock, $0.001 par value; 1,200,000 shares authorized; 164,522 shares and 167,738 shares issued and outstanding, respectively		165			168
Additional paid-in capital		830,479			774,474
Accumulated other comprehensive loss		(22,076	)		(16,413	)
Retained earnings		—			38,520
Total TIBCO Software Inc. stockholders’ equity		808,568			796,749
Noncontrolling interest		1,163			732
Total equity		809,731			797,481
Total liabilities and equity	$	1,204,999		$	1,166,339

See accompanying Notes to Consolidated Financial Statements

F-3

TIBCO SOFTWARE INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

	Year Ended November 30,
	2010			2009			2008
Revenue:
License	$	301,532		$	247,237		$	273,415
Service and maintenance		452,475			374,151			371,056
Total revenue		754,007			621,388			644,471
Cost of revenue:
License		35,325			28,252			30,276
Service and maintenance		162,468			130,800			147,622
Total cost of revenue		197,793			159,052			177,898
Gross profit		556,214			462,336			466,573
Operating expenses:
Research and development		124,654			108,691			106,594
Sales and marketing		240,357			204,212			224,641
General and administrative		49,260			46,666			53,046
Amortization of acquired intangible assets		16,414			14,165			16,557
Acquisition related and other		3,421			—			—
Restructuring charges		6,953			—			—
Total operating expenses		441,059			373,734			400,838
Income from operations		115,155			88,602			65,735
Interest income		1,349			2,265			9,115
Interest expense		(4,123	)		(2,968	)		(3,238	)
Other income (expense), net		(1,509	)		1,718			(782	)
Income before provision for income taxes		110,872			89,617			70,830
Provision for income taxes		32,401			27,097			18,314
Net income		78,471			62,520			52,516
Less: Net income attributable to noncontrolling interest		383			218			105
Net income attributable to TIBCO Software Inc.	$	78,088		$	62,302		$	52,411
Net income per share attributable to TIBCO Software Inc.:
Basic	$	0.49		$	0.37		$	0.29
Diluted	$	0.46		$	0.36		$	0.29
Shares used in computing net income per share attributable to TIBCO Software Inc.:
Basic		160,959			168,970			180,525
Diluted		170,953			172,328			183,742

See accompanying Notes to Consolidated Financial Statements

F-4

TIBCO SOFTWARE INC.

CONSOLIDATED STATEMENTS OF EQUITY AND

COMPREHENSIVE INCOME (LOSS)

(In thousands)

	Common Stock						Addi- tional Paid-In Capital			Accumulated Other Compre- hensive Income (Loss)			Retained Earnings			Total TIBCO Software, Inc. Stock -holders’ Equity			Non- controlling Interest			Total Equity
	Shares			Amount
Balances, November 30, 2007		191,150		$	191		$	794,568		$	32,993		$	27,644		$	855,396		$	401		$	855,797
Components of comprehensive income:
Net income attributable to TIBCO Software Inc.		—			—			—			—			52,411			52,411			105			52,516
Foreign currency translation adjustment, net of $19,604 tax effects		—			—			—			(77,087	)		—			(77,087	)		(148	)		(77,235	)
Unrealized loss on investments, no tax		—			—			—			(331	)		—			(331	)		—			(331	)
Comprehensive loss																	(25,007	)		(43	)		(25,050	)
Cumulative effect of change in accounting principle		—			—			—			—			605			605			—			605
Common stock repurchased and retired		(21,271	)		(21	)		(92,459	)		—			(56,509	)		(148,989	)		—			(148,989	)
Common stock options exercised		2,059			2			8,610			—			—			8,612			—			8,612
Common stock issued for employee stock purchase program		546			—			3,555			—			—			3,555			—			3,555
Tax benefits from employee stock options plans		—			—			27,025			—			—			27,025			—			27,025
Stock-based compensation		—			—			20,972			—			—			20,972			—			20,972
Stock options assumed during the acquisition		—			—			1,011			—			—			1,011			—			1,011
Restricted stock withholding taxes net-settlement		(185	)		—			(1,537	)		—			—			(1,537	)		—			(1,537	)
Restricted stock awards		1,997			2			(2	)		—			—			—			—			—
Balances, November 30, 2008		174,296			174			761,473			(44,425	)		24,151			741,643			358			742,001
Components of comprehensive income:
Net income attributable to TIBCO Software Inc.		—			—			—			—			62,302			62,302			218			62,520
Foreign currency translation adjustment, net of $(3,119) tax effects		—			—			—			28,065			—			28,065			156			28,221
Unrealized loss on investments, no tax		—			—			—			(53	)		—			(53	)		—			(53	)
Comprehensive income																	90,314			374			90,688
Common stock repurchased and retired		(12,928	)		(13	)		(58,501	)		—			(47,933	)		(106,447	)		—			(106,447	)
Common stock options exercised		4,290			4			25,974			—			—			25,978			—			25,978
Common stock issued for employee stock purchase program		520			1			2,424			—			—			2,425			—			2,425
Tax benefits from employee stock options plans		—			—			21,573			—			—			21,573			—			21,573
Stock-based compensation		—			—			23,546			—			—			23,546			—			23,546
Restricted stock withholding taxes net-settlement		(318	)		—			(2,283	)		—			—			(2,283	)		—			(2,283	)
Restricted stock awards		1,878			2			(2	)		—			—			—			—			—
Balances, November 30, 2009		167,738			168			774,474			(16,413	)		38,520			796,749			732			797,481
Components of comprehensive income:
Net income attributable to TIBCO Software Inc.		—			—			—			—			78,088			78,088			383			78,471
Foreign currency translation adjustment, net of $2,772 tax effects		—			—			—			(5,680	)		—			(5,680	)		48			(5,632	)
Unrealized loss on investments, no tax		—			—			—			17			—			17			—			17
Comprehensive income																	72,425			431			72,856
Common stock repurchased and retired		(15,084	)		(15	)		(87,657	)		—			(116,608	)		(204,280	)		—			(204,280	)
Common stock options exercised		9,850			10			83,892			—			—			83,902			—			83,902
Common stock issued for employee stock purchase program		388			—			3,038			—			—			3,038			—			3,038
Tax benefits from employee stock options plans		—			—			30,626			—			—			30,626			—			30,626
Stock-based compensation		—			—			32,248			—			—			32,248			—			32,248
Restricted stock withholding taxes net-settlement		(536	)		—			(6,140	)		—			—			(6,140	)		—			(6,140	)
Restricted stock awards		2,166			2			(2	)		—			—			—			—			—
Balances, November 30, 2010		164,522		$	165		$	830,479		$	(22,076	)	$	—		$	808,568		$	1,163		$	809,731

See accompanying Notes to Consolidated Financial Statements

F-5

TIBCO SOFTWARE INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	Year Ended November 30,
	2010			2009			2008
Operating activities:
Net income	$	78,471		$	62,520		$	52,516
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of property and equipment		13,414			15,107			15,814
Amortization of acquired intangible assets		32,494			27,628			32,302
Stock-based compensation		32,248			23,546			20,972
Deferred income tax		(8,478	)		(12,630	)		(26,194	)
Tax benefits related to employee stock option plans		30,626			21,573			27,025
Excess tax benefits from stock-based compensation		(21,510	)		(17,016	)		(24,713	)
Other non-cash adjustments, net		225			1,207			991
Changes in assets and liabilities, net of effects of acquisitions:
Accounts receivable		(25,909	)		(20,896	)		20,683
Prepaid expenses and other assets		14,518			7,465			9,060
Accounts payable		3,829			2,300			3,531
Accrued liabilities and restructuring costs		(12,553	)		(7,735	)		12,528
Deferred revenue		11,382			12,328			7,977
Net cash provided by operating activities		148,757			115,397			152,492
Investing activities:
Purchases of short-term investments		(1,313	)		—			(37,047	)
Maturities and sales of short-term investments		183			12,448			124,032
Acquisitions, net of cash acquired		(78,573	)		(27,340	)		(20,098	)
Purchases of private equity investments		—			—			(38	)
Proceeds from sales of private equity investments		485			117			347
Purchases of property and equipment		(6,399	)		(5,388	)		(8,937	)
Restricted cash pledged as security		(5,498	)		(2,571	)		652
Net cash provided by (used in) investing activities		(91,115	)		(22,734	)		58,911
Financing activities:
Proceeds from issuance of common stock		86,940			28,403			12,167
Repurchases of the Company’s common stock		(204,280	)		(106,447	)		(148,989	)
Withholding taxes related to restricted stock net share settlement		(6,140	)		(2,283	)		(1,537	)
Excess tax benefits from stock-based compensation		21,510			17,016			24,713
Principal payments on long-term debt		(3,492	)		(2,033	)		(1,924	)
Payment of issuance costs on line of credit		—			(2,317	)		—
Net cash used in financing activities		(105,462	)		(67,661	)		(115,570	)
Effect of foreign exchange rate changes on cash and cash equivalents		(720	)		13,127			(11,670	)
Net increase (decrease) in cash and cash equivalents		(48,540	)		38,129			84,163
Cash and cash equivalents at beginning of year		292,529			254,400			170,237
Cash and cash equivalents at end of year	$	243,989		$	292,529		$	254,400
Supplemental disclosures:
Interest paid	$	3,023		$	2,400		$	2,508
Income taxes paid	$	22,770		$	18,573		$	12,604

See accompanying Notes to Consolidated Financial Statements

F-6

TIBCO SOFTWARE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.    Business

TIBCO Software Inc. (“TIBCO,” the “Company,” “we” or “us”), a Delaware corporation, is a leading independent provider of infrastructure software. Our standards-based software offerings enable customers to create flexible, configurable applications from software infrastructure and deliver real-time insights. Our solutions help customers extend the life of past investments made, operate their business more efficiently, and better capitalize on opportunities to increase revenue and market share. Using our software, customers have the information they need to constantly innovate and make faster and smarter decisions, what we call The Power of Now^®.

2.    Summary of Significant Accounting Policies

Principles of Consolidation

The Consolidated Financial Statements include the accounts of TIBCO and our wholly-owned and majority-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. As described in Note 18, in the first quarter of fiscal year 2007, we established a joint venture with a local South Africa corporation, to assist with our sales efforts as well as to provide consulting services and training to our customers in the Sub-Saharan Africa region. As of November 30, 2010, we owned a 74.9% interest in the joint venture. Because of this majority interest, our Consolidated Financial Statements include the balance sheets, results of operations and cash flows of Innovations, net of intercompany charges. We accordingly eliminated 25.1% of financial results that pertain to the noncontrolling interest; the eliminated amount was reported as a separate line on our Consolidated Statements of Operations and Balance Sheets.

Fiscal Years

Our fiscal year is a twelve month period ending on November 30 of a stated year. For the purpose of presentation, we refer to the fiscal years ended November 30, 2010, 2009 and 2008, as our fiscal years 2010, 2009 and 2008, respectively.

Use of Estimates

The preparation of the Consolidated Financial Statements in conformity with generally accepted accounting principles in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. We believe that the estimates, assumptions and judgments involved in revenue recognition, allowances for doubtful accounts, returns and discounts, product development costs, stock-based compensation, performance-based restricted stock units (“PRSUs”), business combination, legal contingencies, impairment of goodwill, intangible assets and long-lived assets, and accounting for income taxes have the greatest potential impact on our Consolidated Financial Statements.

Revenue Recognition

License revenue consists principally of revenue earned under software license agreements. License revenue is generally recognized when a signed contract or other persuasive evidence of an arrangement exists, the software has been shipped or electronically delivered, the license fee is fixed or determinable and collection of the resulting receivable is probable. When contracts contain multiple elements wherein Vendor-Specific Objective Evidence (“VSOE”) exists for all undelivered elements, we account for the delivered elements in accordance with the “Residual Method.” VSOE of fair value for maintenance and support is established by a

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TIBCO SOFTWARE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

stated renewal rate, if substantive, included in the license arrangement or rates charged in stand-alone sales of maintenance and support. Revenue from subscription license agreements, which include software, rights to unspecified future products and maintenance, is recognized ratably over the term of the subscription period.

Provided all other revenue criteria are met, the upfront, minimum, non-refundable license fees from Original Equipment Manufacturer (“OEM”) customers are generally recognized upon delivery and on-going royalty fees are generally recognized upon reports of units shipped. Revenue on shipments to resellers is recognized when evidence of an end user arrangement exists and recorded net of related costs to the resellers.

Professional services revenue consists primarily of revenue received for assisting with the implementation of our software, on-site support, training and other consulting services. Many customers who license our software also enter into separate professional services arrangements with us. In determining whether professional services revenue should be accounted for separately from license revenue, we evaluate whether the professional services are considered essential to the functionality of the software using factors such as the nature of our software products; whether they are ready for use by the customer upon receipt; the nature of our implementation services, which typically do not involve significant customization to or development of the underlying software code; the availability of services from other vendors; whether the timing of payments for license revenue is coincident with performance of services; and whether milestones or acceptance criteria exist that affect the realizability of the software license fee. Substantially all of our professional services arrangements are billed on a time and materials basis and, accordingly, are recognized as the services are performed. Contracts with fixed or not-to-exceed fees are recognized on a percentage-of-completion or completed-contract basis. If there is significant uncertainty about the project completion or receipt of payment for professional services, revenue is deferred until the uncertainty is sufficiently resolved. Training revenue is recognized as training services are delivered. VSOE of fair value of consulting and training services is based upon stand-alone sales of those services. Payments received in advance of consulting or training services performed are deferred and recognized when the related services are performed. Work performed and expenses incurred in advance of invoicing are recorded as unbilled receivables. These amounts are billed in the subsequent month. Our service and maintenance revenue includes reimbursable expenses of $10.8 million, $8.1 million and $9.2 million in fiscal years 2010, 2009 and 2008, respectively.

For arrangements that do not qualify for separate accounting for the license and professional services revenues, including arrangements that involve significant modification or customization of the software, that include milestones or customer specific acceptance criteria that may affect collection of the software license fees, or where payment for the software license is tied to the performance of professional services, software license revenue is generally recognized together with the professional services revenue using either the percentage-of-completion or completed-contract method. The completed contract method is used for contracts where there is a risk over final acceptance by the customer or for contracts that are short term in nature. Under the percentage-of-completion method, revenue recognized is equal to the ratio of costs expended to date to the anticipated total contract costs, based on current estimates of costs to complete the project. If there are milestones or acceptance provisions associated with the contract, the revenue recognized will not exceed the most recent milestone achieved or acceptance obtained. If the total estimated costs to complete a project exceed the total contract amount, indicating a loss, the entire anticipated loss would be recognized currently.

Maintenance revenue consists of fees for providing software updates on a when and if available basis and technical support for software products (“post-contract customer support” or “PCS”). Maintenance revenue is recognized ratably over the term of the agreement.

Payments received in advance of services performed are deferred. Allowances for estimated future returns and discounts are provided for upon recognition of revenue.

F-8

TIBCO SOFTWARE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Fair Value of Financial Instruments

Carrying amounts of our financial instruments including accounts receivable, accounts payable and accrued liabilities approximate fair value due to their short maturities. The fair values of our cash equivalents, available-for-sale investments in marketable securities and derivative instruments are detailed further in Note 5.

Concentration of Credit Risk

Our cash, cash equivalents, short-term investments and accounts receivable are potentially subject to concentration of credit risk. Cash, cash equivalents and investments are deposited with financial institutions that management believes are creditworthy. We perform ongoing credit evaluations of our customers’ financial condition and, generally, require no collateral from our customers. We maintain an allowance for doubtful accounts receivable based on various factors, including our review of credit profiles of our customers, contractual terms and conditions, current economic trends and historical payment experience; see Note 6 for further details.

No customer accounted for more than 10% of total revenue in fiscal years 2010, 2009 or 2008. As of November 30, 2010 and 2009, no single customer had a balance in excess of 10% of our net accounts receivable.

Cash, Cash Equivalents, and Short-Term Investments

We consider all highly liquid investment securities with remaining maturities at the date of purchase of three months or less to be cash equivalents. Management determines the appropriate classification of marketable securities at the time of purchase and evaluates such designation as of each balance sheet date. To date, all marketable securities have been classified as available-for-sale and are carried at fair value with unrealized gains and losses, if any, included as a component of Accumulated Other Comprehensive Income (Loss) in Stockholders’ Equity. These available-for-sale investments are presented as Current Assets as they are subject to use within one year in current operations. Interest, dividends, realized gains and losses and impairment losses are included in Interest Income and Other Income (Expense). Realized gains and losses and impairment losses are recognized based on the specific identification method.

Valuation and Impairment of Short-Term Investments

We monitor our investment portfolio for impairment on a periodic basis. In the event that the carrying value of an investment exceeds its fair value and the decline in value is determined to be other-than-temporary, an impairment charge is recorded and a new cost basis for the investment is established. An other-than-temporary impairment is triggered in circumstances where (i) we have an intent to sell the security, (ii) it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis, or (iii) we do not expect to recover the entire amortized cost basis of the security (that is, a credit loss exists). If we intend to sell the security or is more likely than not that we will be required to sell the security before recovery of its amortized cost basis, the other-than-temporary impairment is recognized in earnings equal to the entire difference between the security’s amortized cost basis and its fair value. If a credit loss exists for a debt security but we do not intend to sell the security and it is more likely than not that it will be required to sell the security before recovery of its remaining amortized cost basis (amortized cost basis less any current-period credit loss), the other-than-temporary impairment is separated into an amount representing the credit loss, which is recognized in earnings, and the amount related to all other factors, which is recognized in other comprehensive income (loss).

Other Investments

We have an investment in a private investment LLC which invests in privately held companies. This investment is carried at cost basis and is included in Other Assets on the Balance Sheets. The fair value of the fund’s investments is dependent on the performance of the companies in which the fund is invested, as well as

F-9

TIBCO SOFTWARE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

the volatility inherent in external markets for these companies. If we believe that an other-than-temporary decline exists, we would record the related write-down as a loss on investments in our Consolidated Statements of Operations. The carrying value of this investment is $0.7 million and $0.8 million as of November 30, 2010 and 2009, respectively; representing approximately 1% ownership of the LLC. We believe the estimated fair value of the investment is approximately $1.4 million as of November 30, 2010. The fair value is derived according to the fair value guidance and the factors include the most recent financial statements published by the LLC. For the fiscal year ended November 30, 2010, we received a $0.5 million distribution and realized a net gain of $0.4 million. No impairment losses associated with our minority equity investment incurred in the periods presented.

Property and Equipment, net

Property and equipment are stated at cost, net of accumulated depreciation. These assets are depreciated using the straight-line method over their estimated useful lives as follows:

Buildings	25 years
Equipment and software	2 – 5 years
Furniture and fixtures	5 years
Facilities improvements	Shorter of the lease term or the estimated useful life

Depreciation expense for property and equipment was $13.4 million, $15.1 million and $15.8 million in fiscal years 2010, 2009 and 2008, respectively.

Goodwill and In-Process Research and Development

Goodwill and intangible assets with indefinite useful lives are not amortized, but are tested for impairment at least annually or as circumstances indicate that their value may no longer be recoverable. We do not have intangible assets with indefinite useful lives other than goodwill and in-process research and development (“IPR&D”). Goodwill impairment testing is a two-step process: first, we screen for impairment, and if any possible impairment exists, we then undertake a second step of measuring such impairment. We generally perform our goodwill impairment test annually in our fourth fiscal quarter, and the last impairment test was completed for the fiscal year ended November 30, 2010. The guidance for goodwill and other intangible assets requires impairment testing based on reporting units. We periodically re-evaluate our business and have determined that we continue to operate in one segment, which we consider our sole reporting unit. Therefore, goodwill was tested and will continue to be tested for impairment at the enterprise level. To date, we have determined that there has been no impairment of goodwill.

The results of step one of our annual goodwill impairment test for November 30, 2010 and 2009 are as follows (in thousands):

	November 30,
	2010		2009
Market capitalization (NASDAQ)	$	3,231,212	$	1,442,548
Total TIBCO Software Inc. stockholders’ equity (“carrying amount”)		808,568		796,749
	$	2,422,644	$	645,799

We evaluate the recoverability of our indefinite lived intangible assets annually and whenever events or changes in circumstances indicate the carrying value may not be recoverable. Recoverability of indefinite lived intangible assets is measured by comparison of the carrying amount of the asset to the future discounted cash

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TIBCO SOFTWARE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

flows the asset is expected to generate. We generally perform our IPR&D impairment test annually in our fourth fiscal quarter, and the last impairment test was completed for the fiscal year ended November 30, 2010. To date, we have determined that there has been no impairment of IPR&D.

Impairment of Long-Lived Assets

We evaluate the recoverability of our long-lived assets which includes amortizable intangible and tangible assets in accordance with authoritative guidance on accounting for the impairment or disposal of long-lived assets. Acquired intangible assets with definite useful lives are amortized over their useful lives. We evaluate long-lived assets, other than goodwill, for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. We recognize such impairment in the event the net book value of such assets exceeds their fair value. If the fair value of the long-lived assets exceeds the carrying value of the net assets assigned, then the assets is not impaired and no further testing is performed. If the carrying value of the net assets assigned exceeds the fair value of the assets, then we must perform the second step of the impairment test in order to determine the implied fair value. No long-lived assets impairment losses were incurred in the fiscal years presented.

Business Combination

In the first quarter of fiscal year 2010, we adopted a new accounting standard related to business combinations, which revised the accounting guidance that we were required to apply for our acquisitions in comparison to prior fiscal years. The new standard expands the definition of a business and a business combination; requires recognition of assets acquired, liabilities assumed, and contingent consideration at their fair value on the acquisition date with subsequent changes recognized in earnings; requires acquisition related expenses and restructuring costs to be recognized separately from the business combination and expensed as incurred; requires in-process research and development to be capitalized at fair value as an indefinite-lived intangible asset until completion or abandonment; and requires that changes in accounting for deferred tax asset valuation allowances and acquired income tax uncertainties after the measurement period be recognized as a component of provision for taxes.

While we use our best estimates and assumptions as a part of the purchase price allocation process to accurately value assets acquired and liabilities assumed at the business combination date, our estimates and assumptions are inherently uncertain and 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. After the preliminary purchase price allocation period, 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.

Acquisition Related and Other

In connection with the adoption of guidance related to business combinations, we recorded acquisition related and other expenses in our statement of operations. 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 are terminated within 90 days of the acquisition date.

As of the beginning of fiscal year 2010, acquisition related and other expenses are recorded as expenses in our statements of operations. These amounts were historically capitalized as part of the acquisition pursuant to

F-11

TIBCO SOFTWARE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

previous accounting rules. These costs are primarily direct transaction costs such as professional services fees with the exception of employee severance, which is an indirect cost.

Restructuring and Integration Costs

Our restructuring charges are comprised primarily of employee termination costs related to headcount reductions, costs related to properties abandoned in connection with facilities consolidation and related write-downs of leasehold improvements. A liability for costs associated with an exit or disposal activity is recognized and measured initially at fair value only when the liability is incurred. Our restructuring charges include accruals for estimated losses related to our excess facilities, based on our contractual obligations, net of estimated sublease income. We reassess the liability periodically based on market conditions.

Stock-Based Compensation

We utilize the Black-Scholes option pricing model as the most appropriate method for determining the estimated fair value of our share-based awards. The Black-Scholes model requires the use of highly subjective and complex assumptions which determine the fair value of share-based awards, including the option’s expected term and the price volatility of the underlying stock. We determined that a blend of implied volatility and historical volatility is more reflective of the market conditions and a better indicator of expected volatility than historical volatility alone. The fair value of the awards that are ultimately expected to vest is recognized over the requisite service periods on a straight-line basis in our Consolidated Statements of Operations. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

In the first quarter of fiscal year 2010, we granted our section 16 officers PRSUs and, in the second quarter of fiscal year 2010, we granted certain non-section 16 employees PRSUs. We recognize the stock-based compensation expense for our PRSUs based on the probability of achieving certain performance criteria, as defined in the PRSUs agreement. We then estimate the most probable period in which the performance criteria will be met, if at all. Under the terms of the PRSU, 20% of the PRSUs will be forfeited if, in the fiscal year following achievement of the applicable performance goals, our non-GAAP EPS falls by 10% or more as compared to the non-GAAP EPS achieved for the year that the performance goals were achieved. Therefore, we also assess the probability of this forfeiture when analyzing our stock-based compensation costs for the PRSUs. On a quarterly basis management calculates, based on these estimates, the appropriate compensation cost over the requisite service period using the graded vesting attribution method and then books an adjustment to compensation expense in that reporting period. Due to the long-term nature of the performance goals, assessing the probability of achieving these goals is a highly subjective process that requires judgment. A deferred tax asset is recorded over the vesting period as stock compensation cost is recorded. Our ability to realize the deferred tax asset is ultimately based on the actual value of the stock-based awards upon exercise or release of the restricted stock unit. If the actual value is lower than the fair value determined on the date of grant, it would result in an increase to our income tax expense for the portion of the deferred tax asset that cannot be realized. This could have a material adverse effect on our financial results.

Non-GAAP EPS is defined as the net income attributable to TIBCO Software Inc., adjusted for stock-based compensation expense; amortization and impairment of acquired intangible assets; acquisition related and other expenses; fair value deferred revenue adjustments in accordance with business combination guidance that are at least $5.0 million dollars or greater from acquisitions; the impairment or write-off of goodwill, in-process research and development or intangible assets; restructuring activities; litigation settlements and related third party legal expenses; gains and losses on equity investments; non-recurring extraordinary items; non cash interest income and expense; adjustments in the valuation allowance for deferred tax assets; and the income tax effects of the preceding adjustments; divided by weighted average diluted shares.

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TIBCO SOFTWARE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

We utilize the “long form” method of calculating the tax effects of share-based compensation. Under the “long form” method, we determined the beginning balance of the additional paid-in capital pool (“APIC pool”) related to the tax effects of the employee share-based compensation “as if” we had adopted the recognition provisions of share-based payment since its effective date of January 1, 1995. We also determined the subsequent impact on the APIC pool and Consolidated Statement of Cash Flows of the tax effect of employee share–based compensation awards that were issued after the adoption of the share-based payment guidance and outstanding at the adoption date.

Consistent with prior years, we use the “with and without” approach in determining the order in which our tax attributes are utilized. The “with and without” approach results in the recognition of the windfall stock option tax benefits only after all other tax attributes, except for pre-acquisition tax attributes of acquired entities, have been considered in the annual tax accrual computation. Also consistent with prior years, we consider the indirect effects of the windfall deduction on the computation of other tax attributes, such as the R&D credit deduction, as an additional component of equity. This incremental tax effect is recorded to additional paid in capital when realized.

Income Taxes

We make certain estimates and judgments in determining income tax expense for financial statement purposes. These estimates and judgments occur in the calculation of certain tax assets and liabilities, which arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes.

We assess the likelihood that we will be able to recover our deferred tax assets. We consider all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for the valuation allowance. If it is not more likely than not that we will recover our deferred tax assets, we will increase our provision for taxes by recording a valuation allowance against the deferred tax assets that we estimate will not ultimately be recoverable.

Foreign Currency

Our foreign subsidiaries use the local currency of their respective countries as their functional currency with the exception of Cayman Islands, Cyprus, and Ireland. Assets and liabilities of these subsidiaries are translated into U.S. dollars at exchange rates at the balance sheet date. Income and expense items are translated at average exchange rates for the period. Cumulative translation adjustments are included as a component of Accumulated Other Comprehensive Income (Loss) in Stockholders’ Equity. Foreign currency exchange gains and losses, derived from monetary assets and liabilities stated in a currency other than the functional currency, are recorded in the Consolidated Statements of Operations. We recorded foreign currency exchange gains and (losses) of $(1.9) million, $1.7 million and $(1.1) million in fiscal years 2010, 2009 and 2008, respectively, in Other Income (Expense) in our Consolidated Statements of Operations.

Foreign Currency Forward Contracts

Foreign currency foreign contracts are recognized as assets or liabilities in the statement of financial position and measured at fair value. These contracts are adjusted to fair value through earnings.

To manage currency exposure related to net assets and liabilities denominated in foreign currencies, we enter into forward contracts for certain foreign denominated assets or liabilities. We do not enter into derivative financial instruments for trading purposes. We had nine outstanding forward contracts with a total notional amount of $61.6 million as of November 30, 2010. These derivative instruments are not designed for hedge accounting and are

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TIBCO SOFTWARE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

adjusted to fair value through Other Income (Expense) under the Consolidated Statements of Operations. The gain on fair value of these forward contracts as of November 30, 2010 was approximately $0.9 million.

The gains and losses on these derivative instruments are intended to offset the impact of foreign exchange rate changes on the underlying foreign currency denominated assets and liabilities subject to remeasurement and transaction exposures, and therefore, these forward contracts do not subject us to material balance sheet risk. As of November 30, 2010, the outstanding balance sheet foreign currency forward contracts had maturities of approximately 30 days.

Capitalized Software Development Costs

Capitalization of material software development costs begins when a product’s technological feasibility has been established. We define technological feasibility as the establishment of a working model, which typically occurs when beta testing commences. To date, the period between achieving technological feasibility and the general availability of our software products has been very short. Accordingly, software development costs have been expensed as incurred.

Costs related to software acquired, developed or modified solely to meet our internal requirements, with no substantive plans to market such software at the time of development, are capitalized. Costs incurred during the preliminary planning and evaluation stage of the project and during post implementation operational stage are expensed as incurred. Costs incurred during the application development stage of the project are capitalized. Costs of the computer software developed or obtained for internal use are included in Property and Equipment on the Consolidated Balance Sheets, and are depreciated on a straight line basis over the useful life of the software.

Advertising Expense

Advertising costs are expensed as incurred and totaled approximately $2.5 million, $2.7 million and $2.7 million in fiscal years 2010, 2009 and 2008, respectively.

Recent Accounting Pronouncements

In July 2010, the Financial Accounting Standards Board (“FASB”) issued a new accounting disclosure update, Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses. This update enhances the disclosure requirements about the credit quality and related allowance for credit losses of financing receivables. We will adopt this disclosure in our first quarter of fiscal year 2011. We do not expect the adoption of this disclosure guidance to have a material impact on our consolidated results of operations and financial condition.

In September 2009, the FASB issued authoritative guidance that provides guidance on determining multiple elements in an arrangement and how total consideration should be allocated amongst the elements. It also expands disclosure requirements for multiple element arrangements. Concurrently, the FASB also issued authoritative guidance for arrangements that include both software and tangible products that excludes tangible products and certain related elements from the scope of the revenue recognition authoritative guidance specific to software transactions. The standards must both be adopted in the same period and can be applied on a prospective basis for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted, or they can be adopted on a retrospective basis. In April 2010, FASB Emerging Issues Task Force issued a consensus on Milestone Method of Revenue Recognition which amended disclosure requirements on accounting policy and arrangements for revenue transactions counting under milestone method. The amendments are effective on a prospective basis for milestones achieved in fiscal years, and interim periods within those years, beginning on or after June 15, 2010. We are currently evaluating the potential impact of the adoption of the guidance on our consolidated results of operations and financial condition.

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TIBCO SOFTWARE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

In December 2007, the FASB issued a new accounting standard for noncontrolling interests in consolidated financial statements. The new standard establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, the amount of consolidated net income attributable to the parent and to the noncontrolling interest, changes in a parent’s ownership interest, and the valuation of retained noncontrolling equity investments when a subsidiary is deconsolidated. In addition, the guidance also establishes disclosure requirements that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. In January 2010, the FASB issued Accounting Standards Update No. 2010-02, Consolidation: Accounting and Reporting for Decreases in Ownership of a Subsidiary—a Scope Clarification. This update clarifies the scope of the decrease in ownership provisions and also requires expanded disclosures. We adopted these standards in the first quarter of fiscal year 2010 with retrospective application of the presentation and disclosure requirements. Noncontrolling interests of $0.7 million were reclassified to Equity in the Consolidated Balance Sheets as of November 30, 2009. Net income attributable to noncontrolling interests of $0.2 million and $0.1 million was reclassified from Net income to Net income attributable to TIBCO Software Inc. in the Consolidated Statements of Operations for the fiscal years ended November 30, 2009 and November 30, 2008, respectively.

In June 2008, the FASB issued a new accounting standard that clarifies whether instruments granted in share-based payment transactions should be included in computing earnings per share. Under the new standard, we are required to include restricted stock that contains non-forfeitable rights to dividends in our calculation of basic earnings per share (“EPS”), and will need to calculate basic EPS using the “two-class method.” The two-class method of computing EPS is an earnings allocation formula that determines EPS for each class of common stock and participating securities according to dividends declared (or accumulated) and participation rights in undistributed earnings. We adopted this new accounting standard on a retrospective basis in the first quarter of fiscal year 2010, and the adoption did not have an impact on EPS.

3.    Business Combination

Acquisitions in Fiscal Year 2010

OpenSpirit Corporation

On September 22, 2010, we acquired OpenSpirit Corporation (“OpenSpirit”), a private company incorporated in Delaware. OpenSpirit is a leading independent provider of data and application integration solutions for the exploration and production segment of the global oil and gas market. OpenSpirit’s vendor-neutral approach enables companies to pursue an architectural model to both better leverage legacy investments and exploit new technologies which reduce the time and risk associated with decision making. We paid $18.4 million in cash to acquire all of the outstanding shares of capital stock of OpenSpirit. We have also incurred $0.5 million of acquisition related and other expenses associated with the acquisition.

The preliminary allocation of the purchase price for the OpenSpirit acquisition, as of the date of the acquisition, is as follows (in thousands):

Cash	$	3,479
Accounts receivable (approximate contractual value)		1,486
Deferred income tax assets, net		372
Other assets		2,252
Identifiable intangible assets		9,400
Goodwill		5,990
Liabilities		(4,561	)
Total preliminary purchase price	$	18,418

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TIBCO SOFTWARE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The identifiable intangible assets are subject to amortization on a straight-line basis as this best approximates the benefit period related to these assets (in thousands, except amortization period):

	Gross Amount at Acquisition Date		Weighted Average Amortization Period
Existing technology	$	3,900		4.0 years
Customer base		700		4.0 years
Trademarks		400		2.0 years
Core technology		1,200		4.0 years
Maintenance agreements		1,500		4.0 years
Total intangible assets subject to amortization		7,700		3.9 years
In-process research and development		1,700		N/A
Total intangible assets	$	9,400

The excess of the purchase price over the identified tangible and intangible assets, less liabilities assumed, was recorded as goodwill. We anticipate that none of the goodwill recorded in connection with the OpenSpirit acquisition will be deductible for income tax purposes.

Proginet Corporation

On September 15, 2010, we acquired Proginet Corporation (“Proginet”), a public company incorporated in Delaware. Proginet is a provider of managed file transfer solutions. This acquisition augments our broader software infrastructure offerings and will help customers across industries more efficiently manage the information and processes that run their business. We paid $22.0 million in cash to acquire all of the outstanding shares of capital stock of Proginet. We have also incurred $0.5 million of acquisition related and other expenses associated with the acquisition. Also see Note 13 to our Condensed Consolidated Financial Statements for a discussion of the Proginet Merger Litigation.

The preliminary allocation of the purchase price for the Proginet acquisition, as of the date of the acquisition, is as follows (in thousands):

Cash	$	931
Accounts receivable (approximate contractual value)		1,126
Deferred income tax assets, net		1,151
Other assets		131
Identifiable intangible assets		12,200
Goodwill		9,664
Liabilities		(3,217	)
Total preliminary purchase price	$	21,986

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TIBCO SOFTWARE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The identifiable intangible assets are subject to amortization on a straight-line basis as this best approximates the benefit period related to these assets (in thousands, except amortization period):

	Gross Amount at Acquisition Date		Weighted Average Amortization Period
Existing technology	$	6,700		6.0 years
Customer base		1,400		7.0 years
Core technology		2,300		5.0 years
Trademarks		100		4.0 years
Maintenance agreements		1,700		8.0 years
	$	12,200		6.2 years

The excess of the purchase price over the identified tangible and intangible assets, less liabilities assumed, was recorded as goodwill. We anticipate that none of the goodwill recorded in connection with the Proginet acquisition will be deductible for income tax purposes.

Kabira Technologies, Inc.

On April 20, 2010, we acquired Kabira Technologies, Inc. (“Kabira”), a private company incorporated in Delaware and a provider of high performance transaction processing software solutions for communications service providers globally. Kabira’s products and solutions support key infrastructure capabilities such as subscriber provisioning, value-based charging, and mobile payments. Its in-memory approach to supporting transactions complements our abilities in handling events and adds to our broader suite of in-memory infrastructure software products. We paid $3.9 million of cash to acquire all of the outstanding equity of Kabira. We have also incurred $0.4 million of acquisition related and other expenses associated with the acquisition.

The preliminary allocation of the purchase price for the Kabira acquisition, as of the date of the acquisition, is as follows (in thousands):

Cash	$	931
Accounts receivable (approximate contractual value)		2,942
Deferred income tax assets, net		386
Other assets		1,763
Identifiable intangible assets		10,680
Goodwill		2,085
Liabilities		(14,917	)
Total preliminary purchase price	$	3,870

The identifiable intangible assets are subject to amortization on a straight-line basis as this best approximates the benefit period related to these assets (in thousands, except amortization period):

	Gross Amount at Acquisition Date		Weighted Average Amortization Period
Existing technology	$	2,600		4.0 years
Customer base		1,700		4.0 years
Trademarks		180		2.0 years
Maintenance agreements		6,200		4.0 years
	$	10,680		4.0 years

F-17

TIBCO SOFTWARE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The excess of the purchase price over the identified tangible and intangible assets, less liabilities assumed, was recorded as goodwill. We anticipate that $1.3 million of the goodwill recorded in connection with the Kabira acquisition will be deductible for income tax purposes.

Netrics.com, Inc.

On March 8, 2010, we acquired Netrics.com, Inc. (“Netrics”), a private company incorporated in Delaware and a provider of data quality software and services. Netrics’ in-memory-based approach to pattern matching and detection complements our core integration and business optimization offerings and adds to our broader suite of in-memory infrastructure software products. We paid $10.5 million of cash to acquire all of the outstanding equity of Netrics. We have also incurred $0.4 million of acquisition related and other expenses associated with the acquisition.

The preliminary allocation of the purchase price for the Netrics acquisition, as of the date of the acquisition, is as follows (in thousands):

Cash	$	40
Accounts receivable (approximate contractual value)		78
Deferred income tax assets, net		631
Other assets		259
Identifiable intangible assets		6,400
Goodwill		3,873
Liabilities		(781	)
Total preliminary purchase price	$	10,500

The identifiable intangible assets are subject to amortization on a straight-line basis as this best approximates the benefit period related to these assets (in thousands, except amortization period):

	Gross Amount at Acquisition Date		Weighted Average Amortization Period
Existing technology	$	4,890		6.0 years
Core technology		1,210		6.0 years
Customer base		100		5.0 years
Maintenance agreements		200		8.0 years
	$	6,400		6.0 years

The excess of the purchase price over the identified tangible and intangible assets, less liabilities assumed, was recorded as goodwill. We anticipate that none of the goodwill recorded in connection with the Netrics acquisition will be deductible for income tax purposes.

Foresight Corporation

On December 31, 2009, we acquired Foresight Corporation (“Foresight”), a private company incorporated in Delaware and a leading provider of Electronic Data Interchange (“EDI”) productivity tools and transaction automation solutions. Foresight’s products connect partners and validate transactions, reducing administrative inefficiencies, and addressing mandates. Foresight also expands our expertise in the healthcare and EDI markets, where its ability to support and validate transactions across a range of standards complements our core business-to-business abilities. We paid $30.0 million of cash to acquire all of the outstanding equity of Foresight.

F-18

TIBCO SOFTWARE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

In the fourth quarter of fiscal year 2010, we recorded a decrease in goodwill of $1.1 million net of tax as a result of the adjustment of certain accrued liabilities. We have also incurred $0.8 million of acquisition related and other expenses associated with the acquisition.

The preliminary allocation of the purchase price for the Foresight acquisition, as of the date of the acquisition, is as follows (in thousands):

Cash	$	821
Accounts receivable (approximate contractual value)		593
Current assets		92
Identifiable intangible assets		16,700
Goodwill		21,717
Liabilities		(3,191	)
Deferred income tax liabilities, net		(6,732	)
Total preliminary purchase price	$	30,000

The identifiable intangible assets are subject to amortization on a straight-line basis as this best approximates the benefit period related to these assets (in thousands, except amortization period):

	Gross Amount at Acquisition Date		Weighted Average Amortization Period
Existing technology	$	9,800		7.3 years
Core technology		1,300		7.0 years
Customer base		1,500		8.2 years
Trademarks		600		8.0 years
Non-compete agreements		100		1.5 years
Subscription base/Service agreements		1,000		7.6 years
Maintenance agreements		2,400		8.0 years
	$	16,700		7.3 years

The excess of the purchase price over the identified tangible and intangible assets, less liabilities assumed, was recorded as goodwill. We anticipate that none of the goodwill recorded in connection with the Foresight acquisition will be deductible for income tax purposes.

Acquisition in Fiscal Year 2009

DataSynapse, Inc.

On August 21, 2009, we acquired DataSynapse, Inc., a Delaware corporation (“DataSynapse”) and a provider of enterprise grid and cloud computing software. DataSynapse products provision and manage applications across physical, virtual and cloud-based environments. Customer benefits include improved utilization of data center resources, lower IT capital expenditures, reduced time to deployment of enterprise applications, and increased performance of mission-critical systems. The acquisition complements TIBCO’s strategy and products for distributed software infrastructure and cloud computing. We paid $27.7 million of cash to acquire the outstanding shares of capital stock of DataSynapse. In connection with the acquisition, we have also incurred transaction costs of approximately $0.8 million. The total purchase price of DataSynapse, including transaction costs, was $28.5 million.

F-19

TIBCO SOFTWARE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Acquisition in Fiscal Year 2008

Insightful Corporation

On September 3, 2008, we acquired all of the outstanding equity of Insightful Corporation (“Insightful”), a provider of statistical data analysis and data mining solutions software. The acquisition of Insightful complements key growth areas within TIBCO’s business optimization portfolio, including the TIBCO Spotfire enterprise analytics platform. We paid $25.4 million, consisting of $24.7 million of cash and the assumption of certain stock options with a fair value of $0.8 million, to acquire the outstanding common stock and certain stock options of Insightful. In connection with the acquisition, we also incurred transaction costs of $0.9 million. The total purchase price was $26.4 million. In allocating the purchase price based on estimated fair values, we recorded approximately $1.5 million of goodwill, $16.2 million of identifiable intangible assets, and $8.7 million of net tangible assets.

As part of the transaction, we assumed the Insightful Corporation Amended and Restated 2001 Stock Option and Incentive Plan (the “2001 Insightful Plan”). As of September 3, 2008, there were approximately 0.5 million shares reserved for grant and approximately 0.5 million shares underlying stock options outstanding under the 2001 Insightful Plan. Each outstanding and unexercised option under the plan was converted into an option to purchase our common stock based on the option exchange ratio set forth in the Insightful Merger Agreement. Such assumed options had a weighted average fair value of $2.47 per share valued using the Black-Scholes model. The total fair value of the options assumed was $1.3 million, of which approximately 0.3 million fully vested options with $0.8 million fair value were included in the purchase price. The remaining approximately 0.2 million unvested options with $0.5 million fair value will be expensed on a straight-line basis over the remaining requisite service period of the underlying awards.

Pro Forma Adjusted Summary

The results of OpenSpirit, Proginet, Kabira, Netrics, Foresight and DataSynapse’s operations have been included in the Consolidated Financial Statements since their respective acquisition dates. The following unaudited pro forma adjusted summary reflects TIBCO’s condensed results of operations for the periods ended November 30, 2010 and 2009, respectively. The summary assumes OpenSpirit, Proginet, Kabira, Netrics, and Foresight had been acquired at the beginning of the periods and assumes DataSynapse had been acquired at the beginning of fiscal year 2009. Pro forma earnings were adjusted to exclude the restructuring charges of $7.0 million associated with Kabira integration activities for fiscal year 2010 and were adjusted to include the charges for fiscal year 2009. The unaudited pro forma adjusted summary combines the historical results for TIBCO for that period with the historical results of each of OpenSpirit, Proginet, Kabira, Netrics, Foresight and DataSynapse for the same period. The following unaudited pro forma adjusted summary is not intended to be indicative of future results (in thousands, except per share amounts):

	Year Ended November 30,
	2010		2009
	(Unaudited)
Pro forma adjusted total revenue	$	781,974	$	692,139
Pro forma adjusted net income attributable to TIBCO Software Inc.	$	78,122	$	41,490
Pro forma adjusted net income per share attributable to TIBCO Software Inc.:
Basic	$	0.49	$	0.25
Diluted	$	0.46	$	0.24

F-20

TIBCO SOFTWARE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

4.    Investments

Marketable securities, which are classified as available-for-sale, are summarized below as of November 30, 2010 and 2009 (in thousands):

										Classified on Balance Sheet
	Purchased/ Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Aggregate Fair Value		Cash and Cash Equivalents		Short-term Investments
As of November 30, 2010:
Money market funds	$	37,016	$	—	$	—		$	37,016	$	37,016	$	—
Term deposits		1,313		—		—			1,313		—		1,313
Mortgage-backed securities		201		—		(10	)		191		—		191
	$	38,530	$	—	$	(10	)	$	38,520	$	37,016	$	1,504
As of November 30, 2009:
Money market funds	$	132,610	$	—	$	—		$	132,610	$	132,610	$	—
Mortgage-backed securities		334		—		(27	)		307		—		307
	$	132,944	$	—	$	(27	)	$	132,917	$	132,610	$	307

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

	November 30,
	2010		2009
Contractual maturities:
Less than one year	$	1,313	$	—
One to three years		191		307
	$	1,504	$	307

The maturities of mortgage-backed securities were primarily based upon payment forecasts utilizing interest rate scenarios and mortgage loan characteristics. The unrealized losses on our investments were primarily due to changes in interest rates and market and credit conditions of the underlying securities.

The following table summarizes the net realized gains (losses) on short-term investments for the fiscal years presented (in thousands):

	Year Ended November 30,
	2010		2009			2008
Realized gains	$	81	$	176		$	1,351
Realized losses		—		(356	)		(1,116	)
Net realized gains (losses)	$	81	$	(180	)	$	235

F-21

TIBCO SOFTWARE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The following table summarizes the fair value and gross unrealized losses related to available-for-sale securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, as of November 30, 2010 (in thousands):

	Less than 12 months					More than 12 months				Total
	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
Mortgage-backed securities	$	191	$	(10	)		—		—	$	191	$	(10	)

The unrealized losses on our investments were primarily due to changes in interest rates and market and credit conditions of the underlying securities. As of November 30, 2010, we do not consider these investments to be other-than-temporarily impaired.

We periodically assess whether significant facts and circumstances have arisen to indicate an adverse effect on the fair value of the underlying investment that might indicate material deterioration in the creditworthiness and other non-credit loss factors of our issuers. During fiscal years 2009, and 2008 we determined the decline in value of investments associated with certain mortgage-backed securities to be other-than-temporary. Accordingly, we recorded an impairment of approximately $0.4 million and $0.6 million in fiscal years 2009 and 2008, respectively. We included this impairment in Other Income (Expense) in the Consolidated Statements of Operations. Depending on market conditions, we may record additional impairments on our investment portfolio in the future.

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 most U.S. government and agency securities, sovereign government obligations, and 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 investment-grade corporate bonds, mortgage-backed and asset-backed products, state, municipal and provincial obligations. Such instruments are generally classified within Level 2 of the fair value hierarchy.

F-22

TIBCO SOFTWARE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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.

Fair value hierarchy of our cash equivalents, marketable securities and foreign currency contracts at fair value (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 November 30, 2010:
Assets:
Money market fund	$	37,016	$	37,016	$	—
Term deposits		1,313		—		1,313
Mortgage-backed securities		191		—		191
Foreign currency forward contracts		991		—		991
Liabilities:
Foreign currency forward contracts	$	53	$	—	$	53
As of November 30, 2009:
Assets:
Money market fund	$	132,610	$	132,610	$	—
Mortgage-backed securities		307		—		307
Foreign currency forward contracts		367		—		367
Liabilities:
Foreign currency forward contracts	$	14	$	—	$	14

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 20 foreign currencies worldwide, of which the most significant to our operations in fiscal years 2010 and 2009 was 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. We do not enter into derivative financial instruments for trading purposes. Gains and losses on forward contracts are included in Other Income (Expense) in our Consolidated Statements of Operations.

F-23

TIBCO SOFTWARE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

We had nine outstanding forward contracts with a total notional amount of $61.6 million as of November 30, 2010, which are summarized as follows (in thousands):

	Notional Value Local Currency		Notional Value USD		Fair Value Gain (Loss) USD
Forward contracts sold:
EURO		40,200	$	52,214	$	952
Australian dollar		2,500		2,390		11
British pound		3,200		4,967		25
Brazilian real		4,900		2,832		(3	)
Korean won		960,000		827		(5	)
South African rand		6,500		909		(7	)
Swiss franc		2,800		2,801		(12	)
New Taiwan dollar		30,000		984		(11	)
Forward contracts bought:
Swedish krona		44,500		6,329		(12	)
			$	61,595	$	938

	Derivatives not Designated as Hedging Instruments
	November 30, 2010		November 30, 2009
Foreign currency forward contracts, fair value included in:
Other Current Assets	$	991	$	367
Accrued Liabilities		53		14

		Amount of Gain or (Loss) Recognized In Income on Derivative
		Year Ended November 30,
Derivatives not Designated as Hedging Instruments	Location	2010		2009
Foreign Currency Contracts	Other income/(expense)	$	9,521	$	(13,125	)

Currently, we do not have master netting agreements with our counterparties for our forward contracts. We mitigate the credit risk of these derivatives by transacting with highly rated counterparties. As of November 30, 2010, we have evaluated the credit and non-performance risks associated with our derivative counterparties, and we believe that the impact of the credit risk associated with our outstanding derivatives was insignificant.

6.    Accounts Receivable and Allowances for Doubtful Accounts, Returns and Discounts

Accounts receivable, net, by category is as follows (in thousands):

	November 30,
	2010			2009
Accounts receivable	$	178,925		$	149,612
Unbilled fees for professional services		12,544			9,356
		191,469			158,968
Less: Allowances for doubtful accounts, returns and discounts		(5,729	)		(4,224	)
Net accounts receivable	$	185,740		$	154,744

F-24

TIBCO SOFTWARE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Trade accounts receivable are recorded at invoiced or to be invoiced amounts and do not bear interest. We perform ongoing credit evaluations of our customers’ financial condition and, generally, require no collateral from our customers. Allowances for doubtful accounts, returns and discounts were established based on various factors including credit profiles of our customers, contractual terms and conditions, historical payments, returns and discounts experience and current economic trends. We review our allowances monthly by assessing individual accounts receivable over a specific aging and amount, and all other balances on a pooled basis based on historical collection experience. Accounts receivable are written off on a case-by-case basis, net of any amounts that may be collected. On occasion, we enter into arrangements with customers where payment terms are considered to be extended. In these instances, we do not consider the fees related to the arrangement to be fixed or determinable until they become due and payable and are therefore recorded as accounts receivable and deferred revenue.

Unbilled receivables of $12.5 million and $9.4 million mainly consist of professional services performed during the last quarter of fiscal years 2010 and 2009, respectively, for which billings have not been issued.

The following is a summary of activities in allowances for doubtful accounts, returns and discounts for the fiscal years indicated (in thousands):

Year ended November 30,	Allowances Beginning Balance		Charged Against Revenue		Charged to Expenses		Write-offs, Adjustments, Net of Recovery			Allowances Ending Balance
2010	$	4,224	$	200	$	—	$	1,305		$	5,729
2009		4,369		650		350		(1,145	)		4,224
2008		4,259		878		573		(1,341	)		4,369

7.    Property and Equipment

Property and equipment by category is as follows (in thousands):

	November 30,
	2010			2009
Buildings	$	77,938		$	77,938
Equipment and software		53,459			56,107
Furniture and fixtures		7,237			7,044
Facility improvements		47,451			46,886
		186,085			187,975
Less: Accumulated depreciation		(97,562	)		(93,344	)
	$	88,523		$	94,631

Building Acquisition

In June 2003, we purchased the four buildings comprising our corporate headquarters in Palo Alto, California. In connection with the purchase we entered into a 51-year lease of the land upon which the buildings are located. The lease was paid in advance in the amount of $28.0 million; see Note 12 for further details. The total consideration paid for the land lease and the buildings was $108.0 million, which was comprised of $54.0 million in cash and a $54.0 million mortgage note payable; see Note 10 and Note 12 for further details.

F-25

TIBCO SOFTWARE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The net purchase price of the buildings of $77.9 million is stated at cost and is included as a component of Property and Equipment on the Consolidated Balance Sheets. Depreciation is computed using the straight-line method over the estimated useful life of 25 years.

8.    Goodwill and Other Acquired Intangible Assets

Goodwill

The changes in the carrying amount of goodwill for the fiscal years ended November 30, 2010 and 2009 are as follows (in thousands):

	Goodwill
Balance as of November 30, 2008	$	343,942
Goodwill recorded for the DataSynapse acquisition		8,820
Insightful subsequent goodwill adjustment, net of tax		(1,005	)
Foreign currency translation		22,528
Balance as of November 30, 2009	$	374,285
Goodwill recorded for the Foresight acquisition		21,717
Goodwill recorded for the Netrics acquisition		3,873
Goodwill recorded for the Kabira acquisition		2,085
Goodwill recorded for the Proginet acquisition		9,664
Goodwill recorded for the OpenSpirit acquisition		5,990
Foreign currency translation		(8,069	)
Balance as of November 30, 2010	$	409,545

In fiscal year 2009, we recorded a decrease in goodwill of $1.0 million net of tax as a result of the settlement of certain accrued liabilities and a reduction of accrued acquisition costs related to the acquisition of Insightful.

Acquired Intangible Assets

Our acquired intangible assets are subject to amortization on a straight line basis over their estimated useful lives as follows:

	Estimated Life	Weighted Average Remaining Life
Developed technologies	4 to 9 years	4.4 years
Customer base	3 to 9 years	4.4 years
Patents/core technologies	3 to 8 years	3.6 years
Trademarks	2 to 8 years	3.6 years
Non-compete agreements	2 years	0.6 years
Maintenance agreements	4 to 9 years	4.0 years

F-26

TIBCO SOFTWARE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The carrying values of our amortized acquired intangible assets are as follows (in thousands):

	November 30, 2010							November 30, 2009
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Developed technologies	$	129,492	$	(85,589	)	$	43,903	$	102,805	$	(70,409	)	$	32,396
Customer base		49,433		(31,606	)		17,827		44,193		(28,354	)		15,839
Patents/core technologies		27,628		(17,373	)		10,255		22,311		(13,768	)		8,543
Trademarks		8,334		(6,103	)		2,231		7,223		(5,612	)		1,611
Non-compete agreements		1,580		(1,541	)		39		1,480		(1,480	)		—
Maintenance agreements		57,915		(29,052	)		28,863		46,284		(21,613	)		24,671
Total intangible assets subject to amortization		274,382		(171,264	)		103,118		224,296		(141,236	)		83,060
In-process research and development		1,700		—			1,700		—		—			—
Total intangible assets, net	$	276,082	$	(171,264	)	$	104,818	$	224,296	$	(141,236	)	$	83,060

Amortization of developed technologies is recorded in cost of revenue, while the amortization of other acquired intangible assets is included in operating expenses. The following summarizes the amortization expense of acquired intangible assets for the fiscal years indicated (in thousands):

	Year Ended November 30,
	2010		2009		2008
Amortization of acquired intangible assets:
In cost of revenue	$	16,080	$	13,463	$	15,745
In operating expenses		16,414		14,165		16,557
	$	32,494	$	27,628	$	32,302

The estimated future amortization of acquired intangible assets as of November 30, 2010 is as follows (in thousands):

Year ending November 30,
2011	$	31,983
2012		23,542
2013		19,494
2014		13,703
2015		7,726
Thereafter		6,670
Total intangible assets subject to amortization		103,118
In-process research and development		1,700
Total intangible assets, net	$	104,818

F-27

TIBCO SOFTWARE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

9.    Accrued Restructuring and Acquisition Integration Costs

Accrued Restructuring Costs

2010 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 during the second quarter of fiscal year 2010. The restructuring charges were primarily related to excess facilities and other corporation actions arising from the recent acquisition of Kabira. As of November 30, 2010, the total estimated restructuring costs associated with the restructuring plan were approximately $7.2 million, and consisted of costs associated with employee terminations and exit of excess facilities. These costs are recognized in accordance with the current guidance on accounting for exit activities and are presented as restructuring charges in our Consolidated Statements of Operations. We recognized $7.0 million of restructuring charges during fiscal year 2010, and expect to take remaining expenses related to the restructuring plan in fiscal year 2011. Changes in estimates, if any, will be reflected in our future results of operations as required by the current accounting guidance. We expected to fulfill our remaining cash obligations associated with this restructuring no later than 2013.

2002 Restructuring Plan.    In fiscal year 2002, the company implemented a restructuring plan to align our cost structure with changing market conditions. Restructuring charges totaling $49.3 million consisted of $47.6 million related to consolidation of our headquarter facilities and $1.7 million related to headcount reductions. At the end of fiscal year 2010 all cash obligations were fulfilled, except for $0.1 million related to excess facilities, which was settled in December 2010.

Accrued Integration Costs

2009 Acquisition Integration Costs.    In connection with our acquisition of DataSynapse in the third quarter of fiscal year 2009, we recorded an accrual of $1.6 million for acquisition integration liabilities, which includes $1.0 million in incremental costs associated with the termination of certain employees and $0.6 million for the estimated costs associated with DataSynapse facilities that we expect to abandon. These acquisition integration costs were accounted for under the business combination guidance effective prior to our fiscal year 2010.

2008 Acquisition Integration Costs.    In connection with our acquisition of Insightful in the fourth quarter of fiscal year 2008, we recorded an accrual of $3.3 million for acquisition integration liabilities, which includes $3.1 million in incremental costs associated with the termination of certain employees and $0.2 million for the estimated costs associated with Insightful facilities that we expect to abandon. Included in the $3.1 million of incremental costs is $0.2 million of stock-based compensation associated with the fully vested stock options assumed in the acquisition. As of November 30, 2009, all of the obligations related to the Insightful integration were satisfied. These acquisition integration costs were accounted for under the business combination guidance effective prior to our fiscal year 2010.

F-28

TIBCO SOFTWARE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The following is a summary of activities in accrued restructuring and integration costs for each of the three fiscal years ended November 30, 2010, 2009 and 2008 (in thousands):

	Accrued Excess Facilities												Accrued Severance and Other									Total
	Headquarter Facilities			Acquisition Integration			Restructuring			Subtotal			Acquisition Integration			Restructuring			Subtotal
As of November 30, 2007	$	15,596		$	634		$	—		$	16,230		$	3		$	—		$	3		$	16,233
Acquisition integration costs		—			192			—			192			3,081			—			3,081			3,273
Cash utilized		(4,967	)		(703	)		—			(5,670	)		(1,670	)		—			(1,670	)		(7,340	)
As of November 30, 2008	$	10,629		$	123		$	—		$	10,752		$	1,414		$	—		$	1,414		$	12,166
Acquisition integration costs		—			579			—			579			1,020			—			1,020			1,599
Restructuring adjustment		—			—			—			—			(721	)		—			(721	)		(721	)
Cash utilized		(4,818	)		(302	)		—			(5,120	)		(993	)		—			(993	)		(6,113	)
As of November 30, 2009	$	5,811		$	400		$	—		$	6,211		$	720		$	—		$	720		$	6,931
Acquisition integration costs		—			—			—			—			159			—			159			159
Restructuring charges		(250	)		—			1,748			1,498			—			5,455			5,455			6,953
Cash utilized		(5,423	)		(344	)		(824	)		(6,591	)		(868	)		(3,357	)		(4,225	)		(10,816	)
As of November 30, 2010	$	138		$	56		$	924		$	1,118		$	11		$	2,098		$	2,109		$	3,227

As of November 30, 2010, $0.5 million of the $3.2 million accrued restructuring were classified as long-term liabilities based on our current expectation that the lease payments will be paid over the remaining term of the related leases.

10.    Long-Term Debt and Credit Facilities

Mortgage Note Payable

In connection with the purchase of our corporate headquarters in June 2003, we recorded a $54.0 million mortgage note payable to a financial institution collateralized by the commercial real property acquired. The balance on the mortgage note payable was $40.4 million and $42.5 million as of November 30, 2010 and 2009, respectively. Our mortgage note payable has a fair value that is not materially different from its carrying amount.

The mortgage note payable carries a 20-year amortization, and in the second quarter of fiscal year 2007, we amended the mortgage note payable such that it now carries a fixed annual interest rate of 5.50%. The $34.4 million principal balance that will be remaining at the end of the 10-year term will be due as a final lump sum payment on July 1, 2013. Under the currently applicable terms of the mortgage note agreements, we are prohibited from acquiring another company without prior consent from the lender unless we maintain at least $50.0 million of cash or cash equivalents and meet other non-financial terms as defined in the agreements. In addition, we are subject to certain non-financial covenants pursuant to the terms of the mortgage note agreements. As of November 30, 2010, we were in compliance with all covenants.

Lines of Credit

In November 2009, we entered into a $150.0 million unsecured revolving credit facility (the “Credit Agreement”) that matures in November 2012. The revolving credit facility is available for cash borrowings up to $150.0 million, with a sublimit for the issuance of standby letters of credit in a face amount up to $25.0 million and swing line loans up to $10.0 million. As of November 30, 2010, no borrowings were outstanding under the Credit Agreement and a $4.5 million irrevocable letter of credit was outstanding, leaving $145.5 million of available credit for cash borrowings, of which $20.5 million is available for additional letters of credit. Revolving loans accrue interest at a per annum rate based on either (i) the base rate plus a margin ranging from 2.25% to 3.00%, depending on TIBCO’s consolidated leverage ratio or (ii) the LIBOR rate plus a margin ranging from 3.25% to 4.00%, depending on TIBCO’s consolidated leverage ratio, for various interest periods. The base rate is

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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) except during a period when LIBOR rates are unavailable, the LIBOR rate for a one month interest period plus a margin equal to 1.00%. Swing line loans accrue interest at a per annum rate based on the base rate plus a margin ranging from 2.25% to 3.00%. A commitment fee is applied to the un-borrowed amount at a per annum rate ranging from 0.50% to 0.75%. A $2.3 million loan origination fee and issuance costs incurred upon consummation of the Credit Agreement will be amortized through interest expense over a period of three years. Other customary fees and letter of credit fees may be charged as they are incurred. All fees would be recognized over the life of the facility as an adjustment of interest expense. Under certain circumstances, a default interest rate will apply on all obligations during the existence of an event of default under the Credit Agreement at a per annum rate equal to 2.00% above the applicable interest rate. In order to make acquisitions under the Credit Agreement, the Credit Agreement requires, among other things, immediately after giving a pro forma effect to any such acquisition we maintain $120.0 million of total unrestricted cash, cash equivalents, certain short-term investments and total available borrowings, of which $80.0 million must be held by a financial institution with the account residing in the United States. Under this Credit Agreement, we must maintain a minimum consolidated interest coverage ratio of 3.5:1.0 and a maximum consolidated leverage ratio of 2.5:1.0 in addition to other customary affirmative and negative covenants. As of November 30, 2010, we were in compliance with all covenants of this facility.

We also have a $20.0 million revolving line of credit that matures on June 17, 2011. The revolving line of credit is available for cash borrowings and for the issuance of letters of credit up to $20.0 million. As of November 30, 2010, no borrowings were outstanding under the facility and three irrevocable letters of credit in the amounts of $13.0 million, approximately $1.0 million and approximately $0.4 million were outstanding, leaving approximately $5.6 million of available credit for additional letters of credit or cash borrowings. The $13.0 million irrevocable letter of credit outstanding was issued in connection with the mortgage note payable. The letter of credit automatically renews for successive one-year periods, until the mortgage note payable has been satisfied in full. The approximate $1.0 million and $0.4 irrevocable letters of credit outstanding were issued in connection with two sales transaction denominated in foreign currency and will remain outstanding until July 2012 and November 2012, respectively. The line of credit, as amended, contains financial covenants identical to those of the Credit Agreement, as well as other customary affirmative and negative covenants. As of November 30, 2010, we were in compliance with all covenants under the revolving line of credit.

Guarantee Credit Line

We have an approximately $9.1 million revolving guarantee credit line available for issuance of bank guarantees denominated in foreign currency. Issued bank guarantees were approximately $8.6 million and $4.2 million in fiscal years 2010 and 2009, respectively, and were collateralized by pledging the equivalent amount under restricted cash as required under our guarantee credit line. Other various contractual commitments also require us to pledge cash as security under restricted cash. As of November 30, 2010 and 2009, we had restricted cash of $10.5 million and $5.6 million, respectively, which is included in Other Assets on our Consolidated Balance Sheets.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

11.    Other Balance Sheet Components

Certain other balance sheet components are summarized below (in thousands):

	November 30,
	2010		2009
Prepaid expenses and other current assets:
Current deferred tax asset	$	33,556	$	28,413
Pre-acquisition receivable		339		776
Consumption, goods and services; and value added tax recoverable		5,251		5,579
Prepaid royalties		6,382		5,363
Other		12,361		12,526
	$	57,889	$	52,657
Other non-current assets:
Prepaid land lease	$	23,379	$	23,928
Pre-acquisition receivable, net of current portion		291		129
Restricted cash		10,491		5,581
Private equity investments, net		705		799
Other		11,454		13,632
	$	46,320	$	44,069
Accrued liabilities:
Compensation and benefits	$	78,978	$	62,629
Taxes		1,007		8,909
Current deferred tax liability		2,517		3,159
Other		26,074		21,898
	$	108,576	$	96,595
Deferred revenue:
License	$	11,371	$	9,743
Service and maintenance		171,524		149,498
	$	182,895	$	159,241

12.    Commitments and Contingencies

Letters of Credit

In connection with the mortgage note payable, we entered into an irrevocable letter of credit in the amount of $13.0 million; additionally, in connection with two sales transaction denominated in foreign currency we entered into two irrevocable letters of credit in the amounts of approximately $1.0 million and $0.4 million; see Note 10 for further details. The letter of credit is collateralized by the $20.0 million revolving line of credit described above in Note 10 and automatically renews for successive one-year periods until the mortgage note payable has been satisfied in full. As of November 30, 2010, we were in compliance with all covenants under the revolving line of credit.

In connection with a facility lease, we have an irrevocable letter of credit in the amount of $4.5 million. The letter of credit automatically renews annually for the duration of the lease term, which expires in December 2010. As of November 30, 2010, we were in compliance with all covenants under the Credit Agreement; see Note 10 for further details.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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, but is subject to adjustments every ten years based upon changes in market condition. Should it become necessary, we have the option to prepay any rent increases due as a result of a change in fair market value. This prepaid land lease is being amortized using the straight-line method over the life of the lease; the portion to be amortized over the next twelve months is included in Prepaid Expenses and Other Current Assets, and the remainder is included in Other Assets on our Consolidated Balance Sheets.

Operating Commitments

At various locations worldwide, we lease office space and equipment under non-cancelable operating leases with various expiration dates through April 2019. Rental expense was approximately $11.0 million, $9.7 million and $10.5 million in fiscal years 2010, 2009 and 2008, respectively.

As of November 30, 2010, contractual commitments associated with indebtedness, lease obligations and restructuring are as follows (in thousands):

	Total			2011			2012			2013			2014		2015		Thereafter
Operating commitments:
Debt principal	$	40,377		$	2,269		$	2,397		$	35,711		$	—	$	—	$	—
Debt interest		5,483			2,164			2,036			1,283			—		—		—
Operating leases		32,433			11,608			7,997			5,767			3,746		1,618		1,697
		78,293			16,041			12,430			42,761			3,746		1,618		1,697
Restructuring-related commitments:
Gross lease obligations		2,118			1,345			668			105			—		—		—
Committed sublease income		(999	)		(566	)		(366	)		(67	)		—		—		—
		1,119			779			302			38			—		—		—
Total commitments	$	79,412		$	16,820		$	12,732		$	42,799		$	3,746	$	1,618	$	1,697

Future minimum lease payments under restructured non-cancelable operating leases as of November 30, 2010, are included in Accrued Restructuring Costs on our Consolidated Balance Sheets; see Note 9 for further details.

The above commitment table does not include approximately $14.0 million of long-term income tax liabilities recorded in accounting for uncertainty in income taxes due to the fact that we are unable to reasonably estimate the timing of these potential future payments.

Indemnifications

Our software license agreements typically provide for indemnification of customers for intellectual property infringement claims. To date, no such claims have been filed against us. 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.

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To date, we have incurred costs for the payment of legal fees in connection with the legal proceedings detailed in Note 13.

13.    Legal Proceedings

IPO Allocation Suit

We, certain of our directors and officers, and certain investment bank underwriters have been named in a putative class action for violation of the federal securities laws in the United States District Court for the Southern District of New York, captioned “In re TIBCO Software Inc. Initial Public Offering Securities Litigation.” This is one of a number of cases challenging underwriting practices in the initial public offerings (each, an “IPO”) of more than 300 companies, which have been coordinated for pretrial proceedings as “In re Initial Public Offering Securities Litigation.” Plaintiffs generally allege that the underwriters engaged in undisclosed and improper underwriting activities, namely the receipt of excessive brokerage commissions and customer agreements regarding post-offering purchases of stock in exchange for allocations of IPO shares. Plaintiffs also allege that various investment bank securities analysts issued false and misleading analyst reports. The complaint against us claims that the purported improper underwriting activities were not disclosed in the registration statements for our IPO and secondary public offering and seeks unspecified damages on behalf of a purported class of persons who purchased our securities or sold put options during the time period from July 13, 1999 to December 6, 2000.

A lawsuit with similar allegations of undisclosed improper underwriting practices, and part of the same coordinated proceedings, is pending against Talarian, which we acquired in 2002. That action is captioned “In re Talarian Corp. Initial Public Offering Securities Litigation.” The complaint against Talarian, certain of its underwriters and certain of its former directors and officers claims that the purported improper underwriting activities were not disclosed in the registration statement for Talarian’s IPO and seeks unspecified damages on behalf of a purported class of persons who purchased Talarian securities during the time period from July 20, 2000 to December 6, 2000.

The parties have reached a global settlement of the litigation, including the actions against us and Talarian. Under the settlement, the insurers will pay the full amount of settlement share allocated to us (our financial liability will be limited to paying the remaining balance of the applicable retention under Talarian’s directors and officers liability insurance policy). In addition, we, and the other defendants will receive complete dismissals from the case. On October 5, 2009, the Court granted final approval of the settlement. Certain objectors have filed appeals.

Proginet Merger Litigation

On June 28, 2010, a putative shareholder class action suit was filed by individual stockholders in the Supreme Court of the State of New York, Nassau County, against Proginet (which we acquired on September 15, 2010), certain of its officers and directors, us and our subsidiary created for the purpose of effectuating the acquisition of Proginet. The complaint generally alleged that the individual defendants breached their fiduciary duties by failing to maximize shareholder value in negotiating and approving the merger agreement, and that Proginet and we aided and abetted those alleged breaches of fiduciary duties. The complaint seeks, among other relief, class certification, certain forms of injunctive relief, including enjoining the proposed merger, and unspecified damages.

We, Proginet and the other defendants in this action entered into an agreement providing for the settlement and dismissal with prejudice of this action. The agreement is subject to approval of the court. Although we and Proginet believe that the action is without merit, we and Proginet entered into the settlement to avoid the risk of

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delaying the merger and to minimize the expense of defending the action. The settlement and dismissal with prejudice, if approved by the court, will resolve all of the claims that were or could have been brought in the action, including all claims relating to the merger (other than claims for appraisal under Section 262 of Delaware law). In connection with the settlement and dismissal with prejudice, Proginet has agreed, subject to court approval, that it will pay plaintiffs’ counsel the amount of up to $200,000 for its fees and expenses in the action.

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 TIBCO ActiveMatrix Business Works™, TIBCO iProcess™ Suite, TIBCO Business Studio™ and TIBCO ActiveMatrix^® Service Bus infringe U.S. Patent No. 6,195,662.

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. Trial is scheduled for January 3, 2012. We intend to defend the action vigorously. While we believe that we have valid defenses to JuxtaComm’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, or results of operations could be negatively affected by an unfavorable resolution of this action.

B.I. Systems LLC v. TIBCO, et al.

On August 11, 2010, B.I. Systems LLC (“B.I. Systems”) 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-416. The complaint alleges that TIBCO products, “including, but not limited to” TIBCO Spotfire^® Web Player, infringe U.S. Patent No. 5,894,311.

On November 30, 2010, we reached a settlement agreement with B.I. Systems, fully resolving B.I. Systems’ claims against us, and providing us with a license to the patent-in-suit. Pursuant to this settlement agreement, the parties moved the Court to dismiss the suit. The Court granted the motion and the suit against us was dismissed with prejudice on December 13, 2010.

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. 1:10cv01028-UNA. The complaint alleges that TIBCO’s Spotfire^® S+^® “and other similar products”, infringe U.S. Patent No. 6,349,291.

InvestPic seeks injunctive relief and unspecified damages. The Court has not yet set a schedule for the case. 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, or results of operations could be negatively affected by an unfavorable resolution of this action.

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14.    TIBCO Software Inc. Stockholders’ Equity

Preferred Stock

Our certificate of incorporation, as amended and restated, authorizes us to issue 75.0 million shares of $0.001 par value preferred stock. As of November 30, 2010, no preferred stock was issued or outstanding.

Common Stock

Our certificate of incorporation, as amended and restated, authorizes us to issue 1.2 billion shares of $0.001 par value common stock. As of November 30, 2010, approximately 164,522,000 shares of common stock were issued and outstanding. The outstanding shares of common stock as of November 30, 2010 include approximately 4,314,000 shares of restricted stock. All of the outstanding shares of restricted stock remain unvested as of November 30, 2010. The balance of unvested restricted stock will be forfeited and automatically transferred back to us at no cost upon the recipient’s discontinuing employment for any reason.

Adoption of Stockholder Rights Plan

In February 2004, our Board of Directors adopted a stockholder rights plan designed to guard against partial tender offers and other coercive tactics to gain control of us without offering a fair and adequate price and terms to all of our stockholders.

In connection with the plan, the Board of Directors declared a dividend of one right (a “Right”) to purchase one one-thousandth share of our Series A Participating Preferred Stock (“Series A Preferred”) for each share of our common stock outstanding on March 5, 2004 (the “Record Date”). Of the 75.0 million shares of preferred stock authorized under our certificate of incorporation, as amended and restated, 25.0 million have been designated as Series A Preferred. The Board of Directors further directed the issuance of one such right with respect to each share of our common stock that is issued after the Record Date, except in certain circumstances. The rights will expire on March 5, 2014.

The Rights are initially attached to our common stock and will not be traded separately. If a person or a group (an “Acquiring Person”) acquires 15% or more of our common stock, or announces an intention to make a tender offer for 15% or more of our common stock, the Rights will be distributed and will thereafter be traded separately from the common stock. Each Right will be exercisable for 1/1000th of a share of Series A Preferred at an exercise price of $70 (the “Purchase Price”). The Series A Preferred has been structured so that the value of 1/1000th of a share of such preferred stock will approximate the value of one share of common stock. Upon a person becoming an Acquiring Person, holders of the Rights (other than the Acquiring Person) will have the right to receive, upon exercise, shares of our common stock having a value equal to two times the Purchase Price.

If a person becomes an Acquiring Person and we are acquired in a merger or other business combination, or 50% or more of our assets are sold to an Acquiring Person, the holder of Rights (other than the Acquiring Person) will have the right to receive shares of common stock of the acquiring corporation having a value equal to two times the Purchase Price. After a person has become an Acquiring Person, our Board of Directors may, at its option, require the exchange of outstanding Rights (other than those held by the Acquiring Person) for common stock at an exchange ratio of one share of our common stock per Right.

The Board may redeem outstanding rights at any time prior to a person becoming an Acquiring Person at a price of $0.001 per Right. Prior to such time, the terms of the Rights may be amended by the Board of Directors.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Stock Repurchase Programs

In April 2008, 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. In connection with the approval of the April 2008 stock repurchase program, the April 2007 stock repurchase program was terminated and the remaining authorized amount of $69.6 million under the April 2007 stock repurchase program was canceled.

In April 2010, our Board of Directors approved a new stock repurchase program pursuant to which we were able to 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 April 2008 and the remaining authorized amount of $26.7 million under the April 2008 stock repurchase program was canceled. The remaining authorized amount for stock repurchases under the April 2010 stock repurchase program was approximately $158.9 million as of the end of fiscal year 2010, and was canceled as described in the immediately succeeding paragraph.

Subsequent to the end of our fiscal year, on December 21, 2010, 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 April 2010, and the remaining authorized amount of approximately $158.9 million under the April 2010 stock repurchase program was canceled.

All repurchased shares of common stock have been retired. The following table summarizes the activities under the stock repurchase programs for the periods indicated (in thousands, except per share data):

	Year Ended November 30,
	2010		2009		2008
Cash used for repurchases	$	204,281	$	106,447	$	148,989
Shares repurchased		15,084		12,928		21,271
Average price per share	$	13.54	$	8.23	$	7.00

In connection with the stock repurchase activities during fiscal years 2010, 2009 and 2008, we classified $116.6 million, $47.9 million and $56.5 million, respectively, of the excess purchase price over the par value of our common stock to retained earnings and $87.7 million, $58.5 million and $92.5 million, respectively, to additional paid-in capital. As of January 21, 2011, we have repurchased approximately 1.2 million shares of our outstanding common stock at an average price of $20.06 per share pursuant to the December 2010 stock repurchase program. In addition, from December 1, 2010 up to January 21, 2011, employees exercised approximately 0.1 million options which generated approximately $7.9 million in proceeds to the company.

15.    Stock Benefit Plans and Stock-Based Compensation

Stock Benefit Plans

2008 Equity Incentive Plan (the “2008 Plan”).    On August 1, 2008, the 2008 Plan replaced the 1996 Stock Option Plan and the 1998 Director Option Plan. As of November 30, 2010, there were 10.6 million shares available for grant under the 2008 Plan and 7.9 million shares underlying stock options and awards outstanding under the 2008 Plan. During fiscal year 2010, certain of our employees, including our Chief Executive Officer,

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Chief Financial Officer and other named executive officers, received PRSUs. These PRSUs are subject to the terms and conditions set forth in the PRSU Agreement and granted under our 2008 Plan as recently amended and restated. As of November 30, 2010, approximately 4.1 million PRSU were outstanding.

These PRSUs will be eligible to start vesting as of the end of our fiscal year 2012 if we achieve non-GAAP EPS of $1.00 or greater for our fiscal year 2012 and a cumulative non-GAAP EPS of $2.40 or greater over the three fiscal years 2010, 2011 and 2012. If the performance goals are not met as measured at the end of fiscal year 2012, then the PRSUs still may become eligible to vest if, in fiscal year 2013, we achieve a non-GAAP EPS of $1.00 or greater and a cumulative non-GAAP EPS of $3.00 or greater over the four fiscal years 2010, 2011, 2012 and 2013. Upon attainment of the requisite performance goals, the PRSUs will be scheduled to vest in two equal installments over the subsequent two years, subject to the award recipient’s continued employment. Further, even if the performance and time-based vesting requirements are met, 20% of the awards will be forfeited if, in the first fiscal year following achievement of the applicable performance goals, our non-GAAP EPS falls by 10% or more as compared to the non-GAAP EPS achieved for the year that the performance goals were achieved. Also, all or a certain portion of these PRSUs generally will become eligible to vest upon a change of control occurring in 2011, 2012 or 2013, provided that the Company achieves a certain minimum cumulative non-GAAP EPS applicable to the year in which the change of control occurs, or the PRSUs that became eligible to vest but have not yet vested will accelerate vesting as to 100% of the award upon the award holder’s involuntary termination without cause within 12 months after a change of control.

1996 Stock Option Plan (the “1996 Plan”).    On August 1, 2008, the 1996 Plan was retired and replaced with the 2008 Plan. As of November 30, 2010, there were no shares available for grant and 19.1 million underlying stock options and awards outstanding under the 1996 Plan.

Stock options granted under the 2008 and 1996 Plans may be either incentive stock options or nonqualified stock options. Incentive stock options may be granted only to employees (including officers and directors who are employees). Nonqualified stock options may be granted to our employees and consultants. Stock options are generally granted at fair market value on the date of grant and generally vest over four years. Stock options granted from the 1996 Plan prior to December 1, 2005 generally have a contractual term of ten years from the date of grant, and stock options granted from the 1996 Plan on or after December 1, 2005 and stock options granted from the 2008 Plan, have a contractual term of seven years from the date of grant.

In addition to stock options, we issue restricted stock or restricted stock units to our employees (including officers and directors who are employees). Shares of restricted stock are issued at the time of grant, but held in escrow until they are vested. The recipient of restricted stock becomes the owner of record of the stock immediately upon grant, subject to certain restrictions. The balance of unvested restricted stock will be forfeited and automatically transferred back to us at no cost upon the termination of the recipient’s employment. Upon vesting of restricted stock, the recipient has the option to settle minimum withholding taxes by electing to have us withhold otherwise deliverable shares having a fair market value equal to the required tax obligations (“net-settlement”). The net-settlement shares are then immediately cancelled and retired. As vesting of restricted stock units occur, common stock is issued. The recipient of restricted stock units does not acquire any rights as a stockholder until the restricted stock units are settled upon vesting and the recipient actually receives shares of our common stock.

Our stock option agreements and stock award agreements generally provide for partial accelerated vesting if there is a change in control of us. We have entered into an employment agreement with our CEO that provides for varying levels of accelerated vesting upon the occurrence of certain events. In addition, we have a change in control and severance plan that provides certain of our employees with partial accelerated vesting in the event that their employment is terminated within twelve months of a change in control of TIBCO.

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1998 Director Option Plan (the “Director Plan”).    In February 1998, we adopted the Director Plan. On August 1, 2008, the Director Plan was retired and replaced by the 2008 Plan. As of November 30, 2010, no shares were available for grant and approximately 1.0 million shares underlying stock options were outstanding under the Director Plan.

Insightful Corporation Amended and Restated 2001 Stock Option and Incentive Plan (the “Insightful Plan”).    In September 2008, we assumed the Insightful Plan in connection with our acquisition of Insightful. At the date of acquisition, all options of Insightful common stock that were outstanding under the Insightful Plan were converted, according to an exchange ratio, into options of our common stock with terms and conditions equivalent to those applicable at the time of conversion. As of November 30, 2010, there were no shares available for grant and approximately 0.1 million shares underlying stock options and awards were outstanding under the Insightful Plan. In connection with our stockholders’ approval of the amendment to our 2008 Plan at our Annual Meeting of Stockholders on April 22, 2010 and pursuant to the approval of our Board of Directors, the number of shares remaining available for grant of awards under the Insightful Plan was reduced to zero and no additional awards will be granted under the Insightful Plan.

2008 Employee Stock Purchase Plan (the “2008 ESPP”).    On August 1, 2008, we adopted the 2008 ESPP replacing the previous Employee Stock Purchase Program (the “ESPP”) pursuant to the 1996 Plan. As of November 30, 2010, approximately 9.1 million shares were reserved for future issuance under the 2008 ESPP and we had issued approximately 0.4 million shares under the 2008 ESPP.

Employees are generally eligible to participate in the 2008 ESPP if they are employed by us for more than 20 hours per week and more than five months in a calendar year and are not (and would not become as a result of being granted an option under the 2008 ESPP) 5% stockholders of the Company. Certain of our international employees are also eligible to participate. Under the 2008 ESPP, eligible employees may select a rate of payroll deduction from 1% to 10% of their eligible compensation subject to certain maximum purchase limitations. Under the 2008 ESPP, participants are entitled to purchase shares at 85% of the lesser of the fair market value of our common stock on either the first or last trading day of each six-month offering period. Participants may contribute a maximum amount of $2,500 per offering period and no contribution percentage changes are allowed during an offering period.

We issued approximately 0.4 million shares, 0.5 million shares and 0.5 million shares for $3.0 million, $2.4 million and $3.6 million, respectively, in employee contributions for the fiscal years 2010, 2009 and 2008, respectively, under the employee stock purchase plans.

2009 Deferred Compensation Plan (the “2009 DCP”).    On February 20, 2009, we adopted the 2009 DCP. Pursuant to the 2009 DCP, eligible participants may elect to defer certain cash compensation into restricted stock units in accordance with the terms of the 2009 DCP. The restricted stock units will be settled in shares of our common stock at the end of the elected deferral period except in certain situations as provided in the 2009 DPC. As of November 30, 2010, approximately 989,000 shares of our common stock remained available for issuance under the 2009 DCP.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Stock Option Activity

The summary of stock option activity in fiscal years 2010, 2009 and 2008 is presented below (in thousands, except per share data):

Stock Options	Number of Shares Underlying Options			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (year)		Aggregate Intrinsic Value
Outstanding at November 30, 2007		37,638		$	8.27
Assumed in acquisitions		515			8.85
Granted		3,037			7.67
Exercised		(2,059	)		4.20
Forfeited or expired		(2,841	)		9.77
Outstanding at November 30, 2008		36,290			8.34
Granted		2,064			7.28
Exercised		(4,290	)		6.05
Forfeited or expired		(2,423	)		9.21
Outstanding at November 30, 2009		31,641			8.52
Granted		1,163			12.56
Exercised		(9,851	)		8.52
Forfeited or expired		(780	)		19.03
Outstanding at November 30, 2010		22,173		$	8.36		3.23	$	250,651
Vested and expected to vest at November 30, 2010		21,644		$	8.33		3.17	$	245,460
Exercisable at November 30, 2010		18,574		$	8.21		2.83	$	212,859

The intrinsic value of exercised stock options is calculated based on the difference between the exercise price and the quoted market price of our common stock as of the close of the exercise date. The total intrinsic value of stock options exercised in fiscal years 2010, 2009 and 2008 was $67.3 million, $10.5 million and $7.1 million, respectively. Upon the exercise of stock options, we issue common stock from our authorized shares. As of November 30, 2010, total unamortized stock-based compensation cost related to unvested stock options was $9.8 million, with a weighted-average remaining recognition period of 2.21 years. Total fair value of stock options vested and expensed in fiscal year 2010, 2009 and 2008 was $21.5 million, $16.2 million and $15.5 million, respectively, net of taxes.

The total realized tax benefits attributable to stock options exercised and vesting of stock awards were $30.6 million, $21.6 million and $27.0 million in fiscal year 2010, 2009 and 2008 respectively. The gross excess tax benefits from stock-based compensation were $21.5 million, $17.0 million and $24.7 million in the fiscal years 2010, 2009, and 2008, respectively, as reported on the Consolidated Statements of Cash Flows in financing activities. The excess tax benefits represent the reduction in income taxes otherwise payable during the period which are attributable to the actual gross tax benefits in excess of the expected tax benefits for stock options exercised in current and prior periods.

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All vested stock options are exercisable. The following table summarizes information about stock options outstanding and exercisable as of November 30, 2010 (in thousands, except number of years and per share data):

	Options Outstanding						Options Exercisable
Range of Exercise Prices	Number of Shares Underlying Options		Weighted-Average Remaining Contractual Life (Years)		Weighted- Average Exercise Price per Share		Number of Shares Underlying Options		Weighted- Average Exercise Price per Share
$ 2.14 to $ 6.29		3,592		2.72	$	5.49		3,424	$	5.48
6.41 to    7.08		3,527		4.71		6.75		2,739		6.70
7.11 to    7.30		3,347		3.17		7.30		3,311		7.30
7.31 to    8.00		3,590		3.07		7.84		2,732		7.86
8.01 to    9.23		3,253		3.71		8.83		2,482		8.79
9.25 to  11.97		3,205		1.76		11.54		2,920		11.65
12.00 to  47.94		1,666		3.55		14.41		973		14.70
		22,180		3.23		8.38		18,581		8.23

Stock Awards Activities

Our nonvested stock awards are comprised of restricted stock and restricted stock units. A summary of the status for nonvested stock awards as of November 30, 2010, and activities during fiscal years 2010, 2009 and 2008, is presented as follows (in thousands, except per share data):

Nonvested Stock Awards	Restricted Stock			Restricted Stock Units			Performance- based Restricted Stock Units		Total Number of Shares Underlying Stock Awards			Weighted- Average Grant Date Fair Value
Nonvested at November 30, 2007		2,042			578			—		2,620		$	8.28
Granted		2,058			412			—		2,470			7.76
Vested		(537	)		(153	)		—		(690	)		8.18
Forfeited		(200	)		(75	)		—		(275	)		8.17
Nonvested at November 30, 2008		3,363			762			—		4,125			7.99
Granted		2,090			1,396			—		3,486			6.67
Vested		(940	)		(220	)		—		(1,160	)		6.98
Forfeited		(432	)		(136	)		—		(568	)		7.96
Nonvested at November 30, 2009		4,081			1,802			—		5,883			7.41
Granted		1,820			453			4,092		6,365			11.04
Vested		(1,441	)		(491	)		—		(1,932	)		8.51
Forfeited		(146	)		(105	)		—		(251	)		8.47
Nonvested at November 30, 2010		4,314			1,659			4,092		10,065			9.47

We granted nonvested stock awards at no cost to recipients during fiscal years 2010, 2009 and 2008. As of November 30, 2010, there was $36.0 million of total unrecognized compensation cost related to nonvested stock awards. That cost is expected to be recognized generally on a straight-line basis as the shares vest over three to four years (the weighted-average recognition period of 2.39 years). The total fair value of shares vested pursuant to stock awards during fiscal year 2010, 2009 and 2008 were $2.1 million, $4.5 million and $5.6 million, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

We granted approximately 4.1 million PRSUs during fiscal year 2010. As of November 30, 2010, there was $33.4 million of total unrecognized compensation cost related to PRSU. That cost is expected to be recognized using the graded vesting attribution method over the requisite service period of four to six years (the weighted-average recognition period is approximately 4.67 years as of November 30, 2010).

Stock-Based Compensation

Stock-based compensation cost in fiscal year 2010, 2009 and 2008 was $32.2 million, $23.5 million, and $21.0 million, respectively, which consisted primarily of stock-based compensation expense related to employee stock options recognized. The deferred tax benefit on employee stock-based compensation expenses in fiscal years 2010, 2009 and 2008 was $10.7 million, $7.4 million and $5.5 million, respectively. We did not capitalize any stock-based compensation in any of the fiscal periods reported.

We recognize the fair value of service-based stock awards generally on a straight-line basis over the requisite service period of three to four years, net of estimated forfeitures. Employee stock-based compensation cost related to grants of service-based stock awards in fiscal years 2010, 2009 and 2008 was $17.6 million, $12.8 million and $8.5 million, respectively.

We recognize the fair value of employee stock options on a straight-line basis over the requisite service period of three to four years, net of estimated forfeitures. Employee stock-based compensation cost related to employee stock options in fiscal years 2010, 2009 and 2008 was $8.7 million, $9.8 million and $11.2 million, respectively.

We recognize compensation cost related to the performance-based restricted stock units, net of estimated forfeitures, over the requisite service period of four to six years, using the graded vesting attribution method. Compensation cost related to performance-based restricted stock units for fiscal year 2010 was $5.0 million.

We recognize the stock-based compensation costs for PRSUs when we believe it is probable that we will achieve the performance criteria as defined in the PRSUs agreement. We then estimate the most probable period in which the performance criteria will be met, if at all. Under the terms of the PRSU, 20% of the PRSUs will be forfeited if, in the fiscal year following achievement of the applicable performance goals, our non-GAAP EPS falls by 10% or more as compared to the non-GAAP EPS achieved for the year that the performance goals were achieved. Therefore, we also assess the probability of this forfeiture when analyzing our stock-based compensation costs for PRSUs. On a quarterly basis management calculates, based on these estimates, the appropriate compensation expense over the requisite service period by using the graded vesting attribution method and then book an adjustment to compensation cost in that reporting period. As of November 30, 2010, management estimates that it is probable that the performance criteria will be met in first quarter of 2013 and it is not probable that 20% of the PRSUs will be forfeited prior to vesting.

We recognized stock-based compensation cost associated with our employee stock purchase programs on a straight-line basis over each six-month offering period. Employee stock-based compensation associated with our employee stock purchase programs for the fiscal year 2010, 2009 and 2008 was approximately $1.0 million, $1.0 million, and $1.2 million, respectively.

Assumptions for Estimating Fair Value of Stock-Based Awards

We selected the Black-Scholes option pricing model as the most appropriate model for determining the estimated fair value for stock-based awards including stock options and employee stock purchase plans. The use

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of the Black-Scholes model requires the use of extensive actual employee exercise behavior data and the use of a number of complex assumptions including expected volatility, risk-free interest rate and expected dividends. The following table summarizes the assumptions used to value options granted in the respective periods:

	Year Ended November 30,
	2010			2009			2008
Stock Option grants:
Expected term of stock options (years)		4.8 – 5.1			4.7 – 5.1			4.6 – 4.9
Risk-free interest rate		1.3 – 2.4	%		1.7 – 2.6	%		2.6 – 3.4	%
Volatility		42 – 44	%		48 – 56	%		45 – 48	%
Weighted-average grant-date fair value (per share)	$	4.99		$	3.42		$	3.40
Employee stock purchase plans:
Expected term of ESPP (years)		0.5			0.5			0.5
Risk-free interest rate		0.2	%		0.3 – 0.4	%		1.9 – 2.2	%
Volatility		35 – 39	%		51 – 71	%		42 – 54	%
Weighted-average grant-date fair value (per share)	$	2.87		$	2.12		$	2.34

We estimated the volatility of our stock using historical volatility, as well as the implied volatility in market-traded options on our common stock. We determined that a blend of implied volatility and historical volatility is more reflective of market conditions and a better indicator of expected volatility than using purely historical volatility. We will continue to monitor these and other relevant factors used to measure expected volatility for future stock option grants.

The expected term of employee stock options represents the weighted-average period that the stock options are expected to remain outstanding. We derived the expected term assumption based on our historical settlement experience, while giving consideration to stock options that have life cycles less than the contractual terms and vesting schedules.

The risk-free interest rate assumption is based upon observed interest rates appropriate for the expected term of our employee stock options. The dividend yield assumption is based on our history and expectation of dividend payouts. We have never declared or paid any cash dividends on our common stock, and we do not anticipate paying any cash dividends in the foreseeable future.

As stock-based compensation expense recognized in our Consolidated Statement of Operations is based on awards ultimately expected to vest, the amount has been reduced for estimated forfeitures. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Forfeitures were estimated based on our historical experience.

The fair value of restricted stock and restricted stock units is the grant date closing price of our common stock. We expense the cost of the restricted stock and restricted stock units ratably over the period during which the restrictions lapse, and adjust for estimated forfeitures.

16.    Employee 401(k) Plan

Our employee savings and retirement plan is qualified under Section 401 of the United States Internal Revenue Code of 1986, as amended. Employees may elect to reduce their current compensation by up to the statutory prescribed annual limit and have the amount of such reduction contributed to the 401(k) Plan. We provide a 100% match to employee contributions up to 4% of an employee’s base pay and an additional 25% on employee contributions of the next 2% of base pay. Our matching contributions to the 401(k) Plan totaled $5.0 million, $5.1 million and $5.2 million in fiscal years 2010, 2009 and 2008, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

17.    Comprehensive Income (Loss)

Our comprehensive income (loss) includes net income and other comprehensive income (loss), which consists of unrealized gains and losses on available-for-sale securities and cumulative translation adjustments.

Total comprehensive income (loss) in fiscal years 2010, 2009 and 2008 are presented in the Consolidated Statements of Equity and Comprehensive Income (Loss). Total Accumulated Other Comprehensive Income (Loss) is displayed as a separate component of Stockholder’s Equity in the accompanying Consolidated Balance Sheets. The balances of each component of Accumulated Other Comprehensive Income (Loss), net of taxes, consist of the following (in thousands):

	November 30,
	2010			2009			2008
Cumulative translation adjustment, net of tax	$	(22,066	)	$	(16,386	)	$	(44,451	)
Unrealized gain (loss) on available-for-sale securities		(10	)		(27	)		26
Total accumulated other comprehensive income (loss)	$	(22,076	)	$	(16,413	)	$	(44,425	)

As of November 30, 2010, 2009 and 2008, cumulative translation adjustment included total accumulated tax effects of $10.4 million, $7.6 million and $10.7 million, respectively.

18.    Noncontrolling Interest

In the first quarter of fiscal year 2007, we established a joint venture in South Africa, TS Innovations Limited (“Innovations”), with a local South Africa corporation, to assist with our sales efforts as well as to provide consulting services and training to our customers in the Sub-Saharan Africa region. As of November 30, 2010 and 2009, Innovations had total assets of $5.7 million and $3.2 million, respectively. For the years ended November 30, 2010, 2009, and 2008, Innovations had total revenues of $13.2 million, $7.5 million and $3.9 million, respectively. As of November 30, 2010, we owned a 74.9% interest in the joint venture. Because of this majority interest, our Consolidated Financial Statements include the balance sheets, results of operations and cash flows of Innovations, net of intercompany charges. We accordingly eliminated 25.1% of financial results that pertain to the noncontrolling interest; the eliminated amount was reported as a separate line on our Consolidated Statements of Operations and Balance Sheets.

The following table provides a reconciliation of the beginning and the ending carrying amounts of equity attributable to noncontrolling interest (in thousands):

Balance as of November 30, 2008	$	358
Net income		218
Cumulative translation adjustment		156
Balance as of November 30, 2009		732
Net income		383
Cumulative translation adjustment		48
Balance as of November 30, 2010	$	1,163

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

19.    Income Taxes

Income before provision for income taxes consisted of the following (in thousands):

	Year Ended November 30,
	2010		2009		2008
United States	$	84,671	$	78,928	$	45,241
International		26,201		10,689		25,589
	$	110,872	$	89,617	$	70,830

Significant components of the provision for (benefit from) income taxes are as follows (in thousands):

	Year Ended November 30,
	2010			2009			2008
Federal:
Current	$	25,140		$	23,547		$	20,497
Deferred		(1,353	)		(992	)		(12,376	)
		23,787			22,555			8,121
State:
Current		3,425			2,934			3,711
Deferred		(1,155	)		(1,050	)		(2,880	)
		2,270			1,884			831
Foreign:
Current		12,314			13,246			20,300
Deferred		(5,970	)		(10,588	)		(10,938	)
		6,344			2,658			9,362
Provision for income taxes	$	32,401		$	27,097		$	18,314

We paid income taxes of $22.8 million, $18.6 million and $12.6 million in fiscal years 2010, 2009 and 2008, respectively.

The provision for income taxes was at rates other than the United States Federal statutory tax rate for the following reasons:

	Year Ended November 30,
	2010			2009			2008
U.S. Federal statutory rate		35.0	%		35.0	%		35.0	%
State taxes		2.1			3.2			1.2
Research and development credits		(0.3	)		(1.9	)		(2.2	)
Goodwill and intangibles		(0.3	)		(0.4	)		(0.5	)
Stock option compensation		0.5			1.1			3.1
Foreign income taxed at different rate		(7.9	)		(6.6	)		(7.7	)
Change in valuation allowance		—			0.8			(1.7	)
Meals and entertainment		0.5			0.5			0.8
Acquisition related costs		0.7			—			—
Other		(1.1	)		(1.5	)		(2.1	)
Provision for income taxes		29.2	%		30.2	%		25.9	%

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

U.S. income taxes and foreign withholding taxes have not been provided for on a cumulative total of $64.2 million of undistributed earnings for certain non-U.S. subsidiaries. With the exception of our subsidiaries in the United Kingdom and Japan, net undistributed earnings of our foreign subsidiaries are generally considered to be indefinitely reinvested, and accordingly, no provision for U.S. income taxes has been provided thereon. We have sufficient cash reserves in the U.S. and do not require repatriation of our foreign earnings. We intend to use the undistributed earnings for acquisitions, local operations expansion and to meet local operating expense requirements. Upon distribution of these earnings in the form of dividends or otherwise, we will be subject to U.S. income taxes net of available foreign tax credits associated with these earnings. Determination of the amount of unrecognized deferred tax liability related to these earnings is not practicable.

The components of deferred tax assets (liabilities) are as follows (in thousands):

	November 30,
	2010			2009
Deferred tax assets:
Net operating loss carryforwards	$	38,822		$	36,302
Reserves, accruals and foreign related items		26,319			24,546
Credit carryforwards		18,123			15,918
Depreciation and amortization		18,424			16,952
Unrealized losses on investments		4,905			5,402
Deferred revenue		8,337			6,891
Translation gains/losses		6,030			1,364
Stock compensation expense		13,629			11,618
Other		3,170			1,962
		137,759			120,955
Deferred tax liabilities:
Intangible assets		(34,790	)		(24,664	)
Pre-acquisition receivable—Spotfire		(720	)		(1,135	)
Other		(745	)		(422	)
		(36,255	)		(26,221	)
Net deferred tax assets before valuation allowance		101,504			94,734
Valuation allowance		(8,051	)		(8,679	)
Net deferred tax assets	$	93,453		$	86,055

In connection with the acquisition of DataSynapse in fiscal 2009, we have recorded current deferred tax assets of $0.7 million and long term deferred tax assets of $3.7 million with a corresponding adjustment to goodwill. These deferred taxes were primarily related to the acquired tangible and intangible assets, deferred revenue, accounts receivable, accrued expenses and certain tax attributes of DataSynapse.

In connection with the acquisition of Foresight in the first quarter of fiscal year 2010, we have recorded current deferred tax liabilities of $1.6 million and long term deferred tax liabilities of $6.5 million with a corresponding adjustment to goodwill. These deferred taxes were primarily related to the acquired intangible assets, deferred revenue and accrued expenses.

In connection with the acquisition of Netrics in the second quarter of fiscal year 2010, we have recorded current deferred tax assets of $0.2 million and long term deferred tax assets of $0.4 million with a corresponding adjustment to goodwill. These deferred taxes were primarily related to the acquired intangible assets, deferred revenue, accounts receivable, accrued expenses and certain tax attributes of Netrics.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

In connection with the acquisition of Kabira in the second quarter of fiscal year 2010, we have recorded current deferred tax assets of $1.4 million and long term deferred tax liabilities of $1.0 million with a corresponding adjustment to goodwill. These deferred taxes were primarily related to the acquired intangible assets, deferred revenue and accrued expenses.

In connection with the acquisition of Proginet in the fourth quarter of fiscal year 2010, we have recorded current deferred tax assets of $1.2 million with a corresponding adjustment to goodwill. These deferred taxes were primarily related to the accounts receivable, deferred revenue and accrued expenses.

In connection with the acquisition of OpenSpirit in the fourth quarter of fiscal year 2010, we have recorded current deferred tax assets of $1.0 million and long term deferred tax liabilities of $0.6 million with a corresponding adjustment to goodwill. These deferred taxes were primarily related to the acquired intangible assets, deferred revenue, accounts receivable, accrued expenses and certain tax attributes of OpenSpirit.

We assess the likelihood that we will be able to recover our deferred tax assets. We consider all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for the valuation allowance. If it is not more likely than not that we will recover our deferred tax assets, we will increase our provision for taxes by recording a valuation allowance against the deferred tax assets that we estimate will not ultimately be recoverable. The available positive evidence at November 30, 2010 included six years of historical operating profits and a projection of future income sufficient to realize most of our remaining deferred tax assets. As of November 30, 2010, it was considered more likely than not that our deferred tax assets would be realized with the exception of certain capital loss and foreign tax credit carryovers as we cannot forecast sufficient future capital gains or foreign source income to realize these deferred tax assets. The valuation allowance of approximately $8.1 million as of November 30, 2010 will result in an income tax benefit if and when we conclude it is more likely than not that the related deferred tax assets will be realized.

As of November 30, 2010, we believed that the amount of the deferred tax assets recorded on our balance sheet would ultimately be recovered. However, should there be a change in our ability to recover our deferred tax assets, our tax provision would increase in the period in which we determine that it is more likely than not that we cannot recover our deferred tax assets. If we have to re-establish a full valuation allowance against our deferred tax assets it would result in an increase of $36.4 million to income tax expense.

We have elected to track the portion of our federal and state net operating loss and tax credit carryforwards attributable to stock option benefits in a separate memo account. Therefore, these amounts are no longer included in our gross or net deferred tax assets. The benefit of these net operating loss and tax credit carryforwards will only be recorded to equity when they reduce cash taxes payable. As a result, we recorded a net change of $6.9 million and $20.3 million in fiscal year 2010 and 2009, respectively, in the memo account resulting from the utilization of net operating loss related to stock option benefits.

Our income taxes payable for federal purposes have been reduced by the tax benefits associated with the exercise of employee stock options during the fiscal year and utilization of net operating loss carryover applicable to both stock options and acquired entities. The benefits applicable to stock options were credited directly to stockholders’ equity when realized and amounted to $30.6 million and $21.6 million for fiscal years 2010 and 2009, respectively.

As of November 30, 2010, our federal and state net operating loss carryforwards for income tax purposes were $207.8 million and $78.7 million, respectively, which expire through 2029. As of November 30, 2010, our

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federal and state tax credit carryforwards for income tax purposes were $59.3 million and $32.3 million, respectively. The federal tax credit carryforwards expire in 2030 and the state tax credit can be carried forward indefinitely. Some of the net operating loss and tax credit carryforwards are due to acquisitions.

As of November 30, 2010, our federal and state net operating loss carryforwards being accounted for in the memo account were $101.2 million and $20.9 million, respectively. As of November 30, 2010, our federal and state tax credit carryforwards being accounted for in the memo account were $54.0 million and $21.5 million, respectively.

In the event of a change in ownership, as defined under federal and state tax laws, our net operating loss and tax credit carryforwards may be subject to annual limitations. The annual limitations may result in the expiration of the net operating loss and tax credit carryforwards before utilization.

A reconciliation of the unrecognized tax benefits for the fiscal years ended November 30, 2010 and 2009 are as follows (in thousands):

	November 30,
	2010			2009
Gross unrecognized tax benefits balance at beginning of year	$	38,516		$	35,433
Increases for tax positions of current fiscal year		1,267			2,512
Increases for tax positions of prior fiscal years		413			1,398
Decreases for tax positions of prior fiscal years		(493	)		(651	)
Lapse of statutes of limitation		(3,921	)		(176	)
Total gross unrecognized tax benefits balance at end of year		35,782			38,516
Interest and penalties		872			1,416
Balance at end of year	$	36,654		$	39,932

During fiscal year 2010, the amount of gross unrecognized tax benefits was decreased by approximately $2.7 million. The total amount of gross unrecognized tax benefits was $35.8 million as of November 30, 2010, of which $16.2 million would affect the effective tax rate if realized. We do not expect any significant changes to the amount of unrecognized tax benefit within the next 12 months.

Upon adoption of authoritative guidance, we have elected to include interest expense and penalties accrued on unrecognized tax benefits as a component of our income tax expense. This is consistent with our policy prior to the adoption of accounting for uncertainty in income taxes. As of November 30, 2010 and November 30, 2009, we had accrued interest and penalties related to uncertain tax positions of $0.9 million and $1.4 million, respectively.

We are subject to routine corporate income tax audits in the United States and foreign jurisdictions. The statute of limitations for our fiscal years 1994 through 2010 remains open for U.S. purposes. Most foreign jurisdictions have statute of limitations that range from three to six years.

20.    Net Income Per Share

Basic net income per share is computed by dividing the net income available to common stockholders for the period by the weighted average number of shares of common stock outstanding during the period less shares of common stock subject to repurchase and nonvested stock awards. Diluted net income per share is computed by dividing the net income for the period by the weighted average number of shares of common stock and potential

F-47

TIBCO SOFTWARE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

shares of common stock outstanding during the period if their effect is dilutive. Certain potential dilutive securities were not included in computing net income per share because their effect was anti-dilutive.

We use the treasury stock method to calculate the weighted-average shares used in the diluted earnings per share. Under this treasury stock method, the assumed proceeds calculation includes: (a) the actual proceeds to-be-received from the employee upon exercise, (b) the average unrecognized compensation cost during the period and (c) any tax benefits that will be credited upon exercise to additional paid in capital. We determine whether our windfall pool of available excess tax benefits is sufficient to absorb the shortfall. Currently, we have determined that we have sufficient windfall pool available.

Effective December 1, 2009, we adopted new accounting guidance that requires unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) to be included in the computation of net income per share using the two-class method. Our nonvested stock awards issued are not considered participating securities due to their forfeitability.

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):

	Year Ended November 30,
	2010		2009		2008
Net income attributable to TIBCO Software Inc.	$	78,088	$	62,302	$	52,411
Weighted-average shares of common stock used in computing basic net income per share (excluding unvested restricted stock)		160,959		168,970		180,525
Effect of dilutive common stock equivalents:
Stock options to purchase common stock		7,952		2,548		2,905
Restricted common stock awards		2,042		810		312
Weighted-average shares of common stock used in computing diluted net income per share		170,953		172,328		183,742
Net income per share attributable to TIBCO Software Inc.:
Basic	$	0.49	$	0.37	$	0.29
Diluted	$	0.46	$	0.36	$	0.29

The following potential weighted-average 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):

	Year Ended November 30,
	2010		2009		2008
Stock options to purchase common stock		4,487		23,882		24,725
Restricted common stock awards		76		1,299		1,267
Total anti-dilutive common stock equivalents		4,563		25,181		25,992

During fiscal year 2010, we granted PRSUs that contains performance metrics based on the attainment and maintenance of specified non-GAAP EPS goals. If the performance criteria are achieved, these PRSUs will be

F-48

TIBCO SOFTWARE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

considered outstanding for the purpose of computing diluted EPS if the effect is dilutive. Please see Note 15 for additional details. As of November 30, 2010, 4.1 million shares of PRSUs were outstanding. The dilutive impact of these awards will be deferred until the first quarter of fiscal year 2013, at the earliest, when and if the performance criteria of the awards have been met.

21.    Related Party Transactions

Peter J. Job, a member of our Board of Directors, serves on the Boards of two companies which were customers in fiscal years 2010, 2009 and 2008. Total revenue received from these companies for products and services delivered in fiscal years 2010, 2009 and 2008 were $13.9 million, $9.1 million and $19.4 million, respectively. Total accounts receivable for these two companies as of November 30, 2010 and 2009 were $4.3 million and $1.9 million, respectively.

22.    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 total revenue by geographic region, based on the location at which each sale originated, is summarized as follows (in thousands):

	Year Ended November 30,
	2010		2009		2008
Americas:
United States	$	368,391	$	279,226	$	301,969
Other Americas		39,633		35,936		18,660
Total Americas		408,024		315,162		320,629
EMEA:
United Kingdom		69,935		62,426		74,230
Other EMEA		204,613		194,562		185,960
Total EMEA		274,548		256,988		260,190
APJ		71,435		49,238		63,652
	$	754,007	$	621,388	$	644,471

Our license revenue in fiscal years 2010, 2009 and 2008 was derived from the following three product solutions: SOA, business optimization and BPM.

	Year Ended November 30,
	2010			2009			2008
SOA		62	%		62	%		56	%
Business optimization		27			25			32
BPM		11			13			12
Total license revenue		100	%		100	%		100	%

F-49

TIBCO SOFTWARE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

	November 30,
	2010		2009
Property and equipment, net:
United States	$	83,931	$	90,254
United Kingdom		1,724		2,224
Other		2,868		2,153
	$	88,523	$	94,631

23.    Selected Quarterly Financial Information (Unaudited)

(in thousands, except per share data)

	Three Months Ended
	November 30, 2010		August 31, 2010		May 31, 2010		February 28, 2010
Total revenue	$	241,217	$	184,476	$	173,270	$	155,044
Gross profit		183,400		134,427		125,943		112,444
Total operating expenses		126,659		107,808		109,716		96,876
Income from operations		56,741		26,619		16,227		15,568
Provision for income taxes		18,065		7,536		2,682		4,118
Net income attributable to TIBCO Software Inc.		37,494		17,355		12,814		10,425
Net income per share attributable to TIBCO Software Inc.:
Basic	$	0.23	$	0.11	$	0.08	$	0.06
Diluted	$	0.22	$	0.10	$	0.08	$	0.06
Shares used in computing net income per share attributable to TIBCO Software Inc.:
Basic		160,013		160,238		160,992		162,593
Diluted		172,899		171,192		169,975		169,745
	Three Months Ended
	November 30, 2009		August 31, 2009		May 31, 2009		February 28, 2009
Total revenue	$	195,570	$	150,252	$	142,670	$	132,896
Gross profit		152,773		111,949		102,773		94,841
Total operating expenses		107,932		91,440		88,758		85,604
Income from operations		44,841		20,509		14,015		9,237
Provision for income taxes		12,518		5,629		4,828		4,122
Net income attributable to TIBCO Software Inc.		31,733		14,866		10,077		5,626
Net income per share attributable to TIBCO Software Inc.:
Basic	$	0.19	$	0.09	$	0.06	$	0.03
Diluted	$	0.18	$	0.09	$	0.06	$	0.03
Shares used in computing net income per share attributable to TIBCO Software Inc.:
Basic		164,925		168,036		171,635		171,284
Diluted		171,886		172,194		173,134		172,092

F-50

TIBCO SOFTWARE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Our operating results reflect seasonal trends experienced by us and many software companies and are subject to fluctuations due to other factors. Our business, financial condition and results of operations may be affected by such factors in the future. Therefore, we believe that period-to-period comparisons of our consolidated financial results should not be relied upon as an indication of future performance.

24.    Subsequent Events

Acquisition of LoyaltyLab, Inc.

On December 1, 2010, we acquired LoyaltyLab, Inc. (“Loyalty Lab”), a private company incorporated in the State of Delaware and an independent provider of loyalty management solutions. We paid $23.0 million in cash to acquire all of the outstanding shares of capital stock of Loyalty Lab. We have also incurred transaction costs associated with the acquisition. As a result of the acquisition, TIBCO assumed facility leases, certain liabilities and commitments of Loyalty Lab. Management is currently evaluating the purchase price allocation for this transaction.

Change in Organizational Structure

Effective December 1, 2010, we changed our organizational structure which resulted in the centralization of the majority of our international operations in the Netherlands. As a result of this change, we believe we will realize a benefit in our effective tax rate beginning in fiscal year 2011.

F-51

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, on this 28th day of January 2011.

TIBCO Software Inc.
By:	/S/ SYDNEY L. CAREY
	Sydney L. Carey
	Executive Vice President, Chief Financial Officer

II-1

POWER OF ATTORNEY

KNOW ALL THESE, PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Vivek Y. Ranadivé and Sydney L. Carey, and each of them, his attorneys-in-fact, each with full power of substitution, for him in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each said attorneys-in-fact or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ VIVEK Y. RANADIVÉ Vivek Y. Ranadivé	Chairman and Chief Executive Officer (Principal Executive Officer)	January 28, 2011
/s/ SYDNEY L. CAREY Sydney L. Carey	Executive Vice President, Chief Financial Officer (Principal Financial Officer)	January 28, 2011
/s/ TROY O. MITCHELL Troy O. Mitchell	Vice President, Corporate Controller (Principal Accounting Officer)	January 28, 2011
/s/ NANCI E. CALDWELL Nanci E. Caldwell	Director	January 28, 2011
/s/ ERIC C. W. DUNN Eric C. W. Dunn	Director	January 17, 2011
/s/ NAREN K. GUPTA Naren K. Gupta	Director	January 28, 2011
/s/ PETER J. JOB Peter J. Job	Director	January 21, 2011
/s/ PHILIP K. WOOD Phillip K. Wood	Director	January 28, 2011

II-2

EXHIBIT INDEX

Exhibit No.	Exhibits
3.1(1)	Amended and Restated Certificate of Incorporation of Registrant.
3.2(2)	Amended and Restated Bylaws of Registrant, as amended and restated.
3.3(13)	Certificate of Designation of Rights, Preferences and Privileges of Series A Participating Preferred Stock of the Registrant.
4.1(13)	Preferred Stock Rights Agreement, dated as of February 14, 2004, between the Registrant and EquiServe Trust Company, N.A., including the Certificate of Designation, the Form of Rights Certificate and the Summary of Rights attached thereto as Exhibits A, B and C, respectively.
10.1(3)	Form of Registrant’s Indemnification Agreement.
10.2(4)#	1996 Stock Option Plan, as amended and restated.
10.3(3)#	Form of Stock Option Agreement pursuant to the 1996 Stock Option Plan.
10.4(9)#	Form of Restricted Stock Agreement pursuant to the 1996 Stock Option Plan.
10.5(3)#	Form of Restricted Stock Unit Agreement pursuant to the 1996 Stock Option Plan.
10.6(5)#	1998 Director Option Plan, as amended and restated.
10.7(9)#	Form of Director Option Agreement pursuant to the 1998 Director Option Plan.
10.8(16)	2008 Equity Incentive Plan (February 26, 2010 Restatement)
10.9(7)#	Form of Stock Option Agreement pursuant to the 2008 Equity Incentive Plan.
10.10	Form of Restricted Stock Agreement pursuant to the 2008 Equity Incentive Plan.
10.11	Form of Restricted Stock Unit Agreement pursuant to the 2008 Equity Incentive Plan.
10.12(6)#	2008 Employee Stock Purchase Plan.
10.13(8)#	White Barn, Inc. Stock Option Plan.
10.14(8)#	White Barn, Inc. 2000 Equity Incentive Plan.
10.15(9)#	Change in Control and Severance Plan.
10.16(9)#	Amended and Restated Employment Agreement, dated as of September 26, 2008, by and between Vivek Ranadivé and Registrant.
10.17(10)	Lease Agreement dated January 21, 2000 between Spieker Properties, L.P. and the Registrant.
10.18(11)	Agreement to Lease and Sell Assets, dated as of June 2, 2003, by and between the Board of Trustees of the Leland Stanford Junior University and 3301 Hillview Holdings, Inc.
10.19(11)	Ground Lease, dated as of June 25, 2003, by and between the Board of Trustees of the Leland Stanford Junior University and 3301 Hillview Holdings, Inc.
10.20(11)	Promissory Note issued on June 25, 2003 to SunAmerica Life Insurance Company by 3301 Hillview Holdings, Inc.
10.21(12)	First Amendment, dated May 31, 2007, to Promissory Note issued on June 25, 2003 to SunAmerica Life Insurance Company by 3301 Hillview Holdings, Inc.
10.22(14)#	TIBCO Software Inc. 2009 Deferred Compensation Plan.
10.23(14)#	Form of Restricted Stock Unit Agreement pursuant to the TIBCO Software Inc. 2009 Deferred Compensation Plan.
10.24(15)	Credit Agreement, dated as of November 2, 2009, by and among TIBCO Software Inc., each of the lenders party thereto from time to time, Silicon Valley Bank, as Syndication Agent, Wells Fargo Bank, N.A., as Documentations Agent, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer
10.25(17)	Form of Performance-Based Restricted Stock Unit Agreement
21	List of subsidiaries.
23	Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
24	Power of Attorney (included on signature page).
31.1	Certification by Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended.
31.2	Certification by Chief Financial Officer Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended.
32.1	Certification by Chief Executive Officer pursuant to 18 USC § 1350.
32.2	Certification by Chief Financial Officer pursuant to 18 USC § 1350.

Exhibit No.

Exhibits

101

Interactive data files (XBRL) pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets as of November 30, 2010 and November 30, 2009, (ii) the Consolidated Statements of Operations for the years ended November 30, 2010, November 30, 2009 and November 30, 2008, (iii) the Consolidated Statements of Equity and Comprehensive Income (Loss) for the years ended November 30, 2010, 2009 and 2008, (iv) the Consolidated Statements of Cash Flows for the years ended November 30, 2010, November 30, 2009 and November 30, 2008 and (v) the Notes to Consolidated Financial Statements.*

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

(2) Incorporated by reference to an exhibit filed with the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on July 9, 2009.

(3) Incorporated by reference to an exhibit filed with the Registrant’s Annual Report on Form 10-K, filed with the SEC on January 25, 2008.

(4) Incorporated by reference to an exhibit filed with the Registrant’s Annual Report on Form 10-K, filed with the SEC on February 9, 2007.

(5) Incorporated by reference to an exhibit filed with the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on April 14, 2006.

(6) Incorporated by reference to exhibits filed with the Registrant’s Registration Statement on Form S-8 (File No. 333-152245), filed with the SEC on July 10, 2008.

(7) Incorporated by reference to an exhibit filed with the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on July 10, 2008.

(8) Incorporated by reference to exhibits filed with the Registrant’s Registration Statement on Form S-8 (File No. 333-88730), filed with the SEC on May 21, 2002.

(9) Incorporated by reference to an exhibit filed with the Registrant’s Annual Report on Form 10-K, filed with the SEC on January 28, 2009.

(10) Incorporated by reference to an exhibit filed with the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on April 17, 2000.

(11) Incorporated by reference to exhibits filed with the Registrant’s Annual Report on Form 10-K, filed with the SEC on January 20, 2004.

(12) Incorporated by reference to exhibits filed with the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on July 13, 2007.

(13) Incorporated by reference to an exhibit filed with the Registrant’s Registration Statement on Form 8-A, filed with the SEC on February 23, 2004, as amended.

(14) Incorporated by reference to exhibits filed with the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on April 9, 2009.

(15) Incorporated by reference to an exhibit filed with the Registrant’s Current Report on Form 8-K, filed with the SEC on November 2, 2009.

(16) Incorporated by reference to an exhibit filed with the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on April 9, 2010.

(17) Incorporated by reference to an exhibit filed with the Registrant’s Current Report on Form 8-K, filed with the SEC on March 4, 2010.

# Indicates management contract or compensatory plan or arrangement.

* 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.

EX-10.10

Exhibit 10.10

TIBCO SOFTWARE INC.

RESTRICTED STOCK AGREEMENT

Unless otherwise defined herein, the terms defined in the 2008 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Agreement (the “Agreement”).

Name: [insert name] (the “Employee”)

You have been granted the right to receive an award of Restricted Stock under the Plan. Subject to the provisions of Appendix A (attached hereto) and of the Plan, the principal features of this award are as follows:

Award Number
Date of Award
Vesting Commencement Date
Number of Shares of Restricted Stock
Purchase Price per Share	$0.001

Scheduled Vesting/Period of Restriction:

[Vesting to be inserted].

Except as otherwise provided in Appendix A, the Employee will not vest in any Shares unless he or she remains a Service Provider through the applicable vesting date. For purposes of this Agreement, a “Service Provider” means an Employee, Non-Employee Director or Consultant.

Your signature below indicates your acknowledgement of the purchase of the Shares covered by this Agreement and your understanding that this award is subject to all of the terms and conditions contained in Appendix A and the Plan. For example, important additional information on vesting and forfeiture of the Shares covered by this award is contained in paragraphs 3 through 5 of Appendix A. PLEASE BE SURE TO READ ALL OF APPENDIX A, WHICH CONTAINS THE SPECIFIC TERMS AND CONDITIONS OF THIS AGREEMENT.

EMPLOYEE:

Signature

Print Name

APPENDIX A

TERMS AND CONDITIONS OF RESTRICTED STOCK AWARD

1. Award. The Company hereby grants to the Employee under the Plan an award of Shares for $0.001 per Share, commencing on the Date of Award, subject to all of the terms and conditions in this Agreement and the Plan. By accepting this award of Restricted Stock, the par value purchase price for each Share of Restricted Stock (a) will be deemed paid by the Employee by past services rendered by the Employee, if the Employee is an existing employee of the Company or one of its Subsidiaries or (b) shall be paid to the Company by cash or check by the Employee, if the Employee is a newly-hired employee of the Company or one of its Subsidiaries. Only whole shares shall be issued.

2. Shares Held in Escrow. Unless and until the Shares will have vested in the manner set forth in paragraphs 3 through 5, such Shares will be issued in the name of the Employee and held by the Shareholder Services Department of the Company (or its designee) as escrow agent (the “Escrow Agent”), and will not be sold, transferred or otherwise disposed of, and will not be pledged or otherwise hypothecated. The Company may determine to issue the Shares in book entry form and/or may instruct the transfer agent for its Shares to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Agreement and the Plan. The certificate or certificates representing such Shares will not be delivered by the Escrow Agent to the Employee unless and until the Shares have vested and all other terms and conditions in this Agreement have been satisfied.

3. Vesting Schedule/Period of Restriction. Except as provided in paragraph 4, and subject to paragraph 5, the Shares awarded by this Agreement shall vest in accordance with the vesting provisions set forth on the first page of this Agreement. Shares shall not vest in the Employee in accordance with any of the provisions of this Agreement unless the Employee remains a Service Provider through the date(s) vesting otherwise is scheduled to occur.

4. Committee Discretion. The Committee, in its discretion, may accelerate the vesting of the balance, or some lesser portion of the balance, of the unvested Shares at any time, subject to the terms of the Plan. If so accelerated, such Shares will be considered as having vested as of the date specified by the Committee.

5. Forfeiture. Notwithstanding any contrary provision of this Agreement, the balance of the Shares that have not vested at the time of Employee ceases to be a Service Provider will be forfeited and automatically transferred to and reacquired by the Company at no cost to the Company upon the date the Employee ceases to be a Service Provider. The Employee shall not be entitled to a refund of the price paid for the Shares returned to the Company pursuant to this paragraph 5. The Employee hereby appoints the Escrow Agent with full power of substitution, as the Employee’s true and lawful attorney-in-fact with irrevocable power and authority in the name and on behalf of the Employee to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such forfeited Shares to the Company.

6. Withholding of Taxes. The Company (or the employing Affiliate) will withhold a portion of the Shares that have an aggregate market value sufficient to pay all Tax Obligations required to be withheld by the Company or the employing Affiliate with respect to the Shares, unless the Committee, in its sole discretion, requires or permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The Committee, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit the Employee to satisfy his or her Tax Obligations, in whole or in part by one or more of the following (without limitation): (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum statutory amount required to be withheld, or (c) selling a sufficient number of such Shares otherwise deliverable to Employee through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld. Notwithstanding any contrary provision of this Agreement, no Restricted Stock will be granted unless and until satisfactory arrangements (as determined by the Company) will have been made by the Employee with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by law, the Company (or the employing Affiliate) has the right to retain without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any tax withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All Tax Obligations related to the Restricted Stock award and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 6. Only whole Shares will be withheld or sold to satisfy any tax withholding obligations pursuant to this paragraph 6. The number of Shares withheld will be rounded up to the nearest whole Share, with a cash refund to the Employee for any value of the Shares withheld in excess of the tax obligation (pursuant to such procedures as the Company may specify from time to time). To the extent that the cash refund described in the preceding sentence is not administratively feasible, as determined by the Company in its sole discretion, the number of Shares withheld will be rounded down to the nearest whole Share and, in accordance with this paragraph 6 and to the maximum extent permitted by law, the Company will retain from salary or other amounts payable to the Employee cash having a sufficient value to satisfy any additional tax withholding.

7. Rights as Stockholder. Neither the Employee nor any person claiming under or through the Employee will have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to the Employee or the Escrow Agent. Except as provided in paragraph 9, after such issuance, recordation and delivery, the Employee will have all the rights of a stockholder of the Company with respect to voting such Shares.

8. No Effect on Employment. Subject to any employment contract with the Employee, the terms of such employment will be determined from time to time by the Company, or the Affiliate employing the Employee, as the case may be, and the Company, or the Affiliate employing the Employee, as the case may be, will have the right, which is hereby expressly reserved, to terminate or change the terms of the employment of the Employee at any time for any reason whatsoever, with

or without good cause. The transactions contemplated hereunder and the vesting schedule set forth on the first page of this Agreement do not constitute an express or implied promise of continued employment for any period of time.

9. Changes in Shares. In the event that as a result of a stock or extraordinary cash dividend, stock split, distribution, reclassification, recapitalization, combination of shares or the adjustment in capital stock of the Company or otherwise, or as a result of a merger, consolidation, spin-off or other corporate transaction or event, the Shares will be increased, reduced or otherwise affected, and by virtue of any such event the Employee will in his or her capacity as owner of unvested Shares which have been awarded to him or her (the “Prior Shares”) be entitled to new or additional or different shares of stock, cash or other securities or property (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities or property will thereupon be considered to be unvested Restricted Stock and will be subject to all of the conditions and restrictions that were applicable to the Prior Shares pursuant to this Agreement and the Plan. If the Employee receives rights or warrants with respect to any Prior Shares, such rights or warrants may be held or exercised by the Employee, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the Prior Shares pursuant to the Plan and this Agreement. The Committee in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of Restricted Stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrants.

10. Address for Notices. Any notice to be given to the Company under the terms of this Agreement will be addressed to the Company, in care of Shareholder Services, TIBCO Software Inc., 3303 Hillview Avenue, Palo Alto, CA 94304, or at such other address as the Company may hereafter designate in writing.

11. Award is Not Transferable. The unvested Shares may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated other than by will, by the laws of descent or distribution, or to a Service Provider’s spouse, former spouse or dependent pursuant to a court-approved domestic relations order which relates to the provision of child, support, alimony payments or marital property rights. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of any unvested Shares subject to this award, or any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar process, this award and the rights and privileges conferred hereby immediately will become null and void.

12. Restrictions on Sale of Securities. The Shares issued under this Agreement will be registered under U. S. federal securities laws and will be freely tradable upon vesting. However, an Employee’s subsequent sale of the Shares may be subject to any market blackout-period that may be imposed by the Company and must comply with the Company’s insider trading policies, and any other applicable securities laws.

13. Binding Agreement. Subject to the limitation on the transferability of this award contained herein, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

14. Additional Conditions to Release from Escrow. The Company shall not be required to issue any certificate or certificates for Shares hereunder or release such Shares from the escrow established pursuant to paragraph 2 prior to fulfillment of all the following conditions: (a) the admission of such Shares to listing on all stock exchanges on which such class of stock is then listed; (b) the completion of any registration or other qualification of such Shares under any U. S. state or federal law or under the rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body, which the Committee shall, in its absolute discretion, deem necessary or advisable; (c) the obtaining of any approval or other clearance from any U. S. state or federal governmental agency, which the Committee shall, in its absolute discretion, determine to be necessary or advisable; and (d) the lapse of such reasonable period of time following the Date of Award of the Restricted Stock as the Committee may establish from time to time for reasons of administrative convenience.

15. Plan Governs. This Agreement is subject to all the terms and provisions of the Plan. In the event of a conflict between one or more provisions of this Agreement and one or more provisions of the Plan, the provisions of the Plan will govern.

16. Committee Authority. The Committee will have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any Shares have vested). All actions taken and all interpretations and determinations made by the Committee in good faith will be final and binding upon the Employee, the Company and all other interested persons. No member of the Committee will be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

17. Captions. Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

18. Agreement Severable. In the event that any provision in this Agreement will be held invalid or unenforceable, such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Agreement.

19. Modifications to the Agreement. This Agreement constitutes the entire understanding of the parties on the subjects covered. The Employee expressly warrants that he or she is not accepting this Agreement in reliance on any promises, representations, or inducements other than those contained herein. Modifications to this Agreement or the Plan can be made only in an express written contract executed by a duly authorized officer of the Company.

20. Amendment, Suspension or Termination of the Plan. By accepting this Restricted Stock award, the Employee expressly warrants that he or she has received a Restricted Stock award

under the Plan, and has received, read and understood a description of the Plan. The Employee understands that the Plan is discretionary in nature and may be amended, suspended or terminated by the Company at any time.

21. Labor Law. By accepting this Restricted Stock award, the Employee acknowledges that: (a) the award of this Restricted Stock is a one-time benefit which does not create any contractual or other right to receive future awards of Restricted Stock, or benefits in lieu of Restricted Stock; (b) all determinations with respect to any future awards, including, but not limited to, the times when the Restricted Stock shall be granted, the number of Shares subject to each Restricted Stock award, the Purchase Price per Share, and the time or times when Restricted Stock shall vest, will be at the sole discretion of the Company; (c) the Employee’s participation in the Plan is voluntary; (d) the value of this Restricted Stock is an extraordinary item of compensation which is outside the scope of the Employee’s employment contract, if any; (e) this Restricted Stock is not part of the Employee’s normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (f) the vesting of this Restricted Stock ceases upon termination of employment for any reason except as may otherwise be explicitly provided in the Plan or this Agreement; (g) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (h) this Restricted Stock has been granted to the Employee in the Employee’s status as an employee of the Company or its Subsidiaries; (i) any claims resulting from this Restricted Stock shall be enforceable, if at all, against the Company; and (j) there shall be no additional obligations for any Affiliate employing the Employee as a result of this Restricted Stock.

22. Disclosure of Employee Information. By accepting this Restricted Stock award, the Employee consents to the collection, use and transfer of personal data as described in this paragraph. The Employee understands that the Company and its Subsidiaries hold certain personal information about him or her, including his or her name, home address and telephone number, date of birth, social security or identity number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all awards of Restricted Stock or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in his or her favor, for the purpose of managing and administering the Plan (“Data”). The Employee further understands that the Company and/or its Subsidiaries will transfer Data among themselves as necessary for the purpose of implementation, administration and management of his or her participation in the Plan, and that the Company and/or any of its Subsidiaries may each further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. The Employee understands that these recipients may be located in the European Economic Area, or elsewhere, such as in the U.S. or Asia. The Employee authorizes the Company to receive, possess, use, retain and transfer the Data in electronic or other form, for the purposes of implementing, administering and managing his or her participation in the Plan, including any requisite transfer to a broker or other third party with whom he or she may elect to deposit any Shares of stock acquired from this award of Restricted Stock of such Data as may be required for the administration of the Plan and/or the subsequent holding of Shares of stock on his or her behalf. The Employee understands that he or she may, at any time, view the Data, require any necessary amendments to the Data or withdraw the consent herein in writing by contacting the Human Resources Department for his or her employer.

23. Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to Restricted Stock awarded under the Plan or future Restricted Stock that may be awarded under the Plan by electronic means or request the Employee’s consent to participate in the Plan by electronic means. The Employee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

24. Notice of Governing Law. This award of Restricted Stock shall be governed by, and construed in accordance with, the laws of the State of Delaware, U.S.A., without regard to its principles of conflict of laws. For purposes of litigating any dispute that arises under this award of Restricted Stock or this Agreement, the parties hereby submit to and consent to the jurisdiction of the State of California, and agree that such litigation shall be conducted in the courts of Santa Clara County, California, or the federal courts of the United States for the Northern District of California, and no other courts where this award of Restricted Stock is made and/or to be performed.

EX-10.11

Exhibit 10.11

TIBCO SOFTWARE INC.

NOTICE OF AWARD OF RESTRICTED STOCK UNITS (U.S.)

Unless otherwise defined herein, the terms defined in the 2008 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Notice of Award and in the Terms and Conditions of Restricted Stock Units (the “Agreement”), attached hereto as Appendix A.

Name: [insert name] (the “Employee”)

You have been granted the right to receive Restricted Stock Units, subject to the terms and conditions of the Plan, the Agreement and this Notice of Award as follows:

Award Number

Date of Award

Vesting Commencement Date

Total Number of Restricted Stock

Units

Vesting Schedule:

[Vesting to be inserted].

In the event the Employee ceases to be a Service Provider for any or no reason (including death or Disability) before the Employee vests in the right to acquire the Shares to be issued pursuant to the Restricted Stock Unit, the Restricted Stock Unit and the Employee’s right to acquire any Shares hereunder will immediately terminate. For purposes of this Notice of Award and the Agreement, a “Service Provider” means an Employee, Non-Employee Director or Consultant.

By signing below, you acknowledge that this award of Restricted Stock Units is granted under and governed by the terms and conditions of the Plan and the Agreement, both of which are made a part of this document. By signing this Notice of Award, the Employee represents that he or she has reviewed the Plan, the Agreement and this Notice of Award in their entirety and fully understands all provisions of the Plan, the Agreement and this Notice of Award.

EMPLOYEE:

Signature

Print Name

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APPENDIX A

TERMS AND CONDITIONS OF RESTRICTED STOCK UNITS

1. Award. The Company hereby grants to the Employee under the Plan an award of Restricted Stock Units, subject to all of the terms and conditions in this Agreement (including Exhibit A hereto), the attached Notice of Award and the Plan. If and when any Restricted Stock Units are paid to the Employee, par value for the Shares issued will be deemed paid by the Employee by past services rendered by the Employee.

2. Company’s Obligation to Pay. Each Restricted Stock Unit has a value equal to the Fair Market Value of a Share on the date it becomes vested. Unless and until the Restricted Stock Units will have vested in the manner set forth in paragraphs 3 and 4, the Employee will have no right to payment of any such Restricted Stock Units. Prior to actual payment of any vested Restricted Stock Units, such Restricted Stock Unit will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company. Payment of any vested Restricted Stock Units will be made in whole Shares only.

3. Vesting Schedule. Subject to paragraphs 4 and 5, the Restricted Stock Units awarded by this Agreement and the attached Notice of Award will vest in the Employee according to the vesting schedule set forth on the attached Notice of Award. Restricted Stock Units shall not vest in the Employee in accordance with any of the provisions of this Agreement unless the Employee remains a Service Provider through the applicable vesting dates, except as otherwise provided in paragraph 4.

4. Committee Discretion. The Committee, in its discretion, may accelerate the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units at any time, subject to the terms of the Plan. If so accelerated, such Restricted Stock Units will be considered as having vested as of the date specified by the Committee. Notwithstanding anything in the Plan or this Agreement to the contrary, if the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units is accelerated in connection with the Employee ceasing to be a Service Provider (provided that such cessation is a “separation from service” within the meaning of Section 409A, as determined by the Company), other than due to death, and if (x) the Employee is a “specified employee” within the meaning of Section 409A at the time of such cessation and (y) the payment of such accelerated Restricted Stock Units will result in the imposition of additional tax under Section 409A if paid to the Employee on or within the six (6) month period following the date the Employee ceases to be a Service Provider, then the payment of such accelerated Restricted Stock Units will not be made until the date six (6) months and one (1) day following the date of such cessation, unless the Employee dies during such six (6) month period, in which case, the Restricted Stock Units will be paid to the Employee’s estate as soon as practicable following his or her death, subject to paragraph 8. It is the intent of this Agreement to comply with the requirements of Section 409A so that none of the Restricted Stock Units provided under this Agreement or Shares issuable thereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. For purposes of this Agreement, “Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and any proposed, temporary or

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final Treasury Regulations and Internal Revenue Service guidance thereunder, as each may be amended from time to time.

5. Forfeiture upon Termination of Service. Notwithstanding any contrary provision of this Agreement or the attached Notice of Award, if the Employee ceases to be a Service Provider for any or no reason, the then-unvested Restricted Stock Units awarded by this Agreement and the attached Notice of Award will thereupon be forfeited at no cost to the Company and the Employee will have no further rights thereunder.

6. Payment after Vesting.

(a) Subject to paragraph 6(b), any Restricted Stock Units that vest in accordance with paragraph 3 will be paid to the Employee (or in the event of the Employee’s death, to his or her estate) in whole Shares as soon as administratively practicable after vesting, subject to paragraph 8 and the other provisions of this Agreement, but in no event later than the date that is two-and-one-half months from the end of the Company’s tax year that includes the vesting date. Any Restricted Stock Units that vest in accordance with paragraph 4 will be paid to the Employee at the time(s) provided in paragraph 4, subject to paragraph 8 and the other provisions of this Agreement.

(b) If the Committee permits the Employee to elect to defer the settlement of vested Restricted Stock Units and the Employee makes such an election in accordance with the terms of the Plan and the rules and procedures determined by the Committee, in its sole discretion, payment of vested Restricted Stock Units (and any Dividend Restricted Stock Units) will be made in accordance with the terms of such election. Notwithstanding the foregoing, if a Change of Control occurs during the twelve (12) month period following the Date of Award and the Change of Control qualifies as a change in control under Treasury regulation section 1.409A-3(i)(5)), any Restricted Stock Units that vest in accordance with the Change of Control Vesting Schedule will be paid to the Employee (or in the event of the Employee’s death, to his or her estate) in whole Shares as soon as administratively practicable after vesting, subject to paragraph 8, but in no event later than the end of the calendar year that includes the date of vesting or, if later, the fifteenth (15th) day of the third (3rd) calendar month following the date of vesting (provided that the Employee will not be permitted, directly or indirectly, to designate the taxable year of the payment). If a Change of Control occurs during the twelve (12) month period following the Date of Award and the Change of Control does not qualify as a change in control under Treasury regulation section 1.409A-3(i)(5)), any Restricted Stock Units that vest in accordance with the Change of Control Vesting Schedule will be paid to the Employee (or in the event of the Employee’s death, to his or her estate) in whole Shares at the same time or times as if such Restricted Stock Units had vested in accordance with the Original Vesting Schedule (whether or not the Employee remains a Service Provider through such date(s)), subject to paragraph 8; provided, however, that such Restricted Stock Units will be paid no later than the end of the calendar year that includes the date of vesting under the Original Vesting Schedule or, if later, the fifteenth (15th) day of the third (3rd) calendar month following the date of vesting under the Original Vesting Schedule (provided that the Employee will not be permitted, directly or indirectly, to designate the taxable year of the payment).

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7. Payments after Death. Any distribution or delivery to be made to the Employee under this Agreement will, if the Employee is then deceased, be made to the administrator or executor of the Employee’s estate. Any such administrator or executor must furnish the Company with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer.

8. Withholding of Taxes. The Company or the Employer will withhold a portion of the Shares that have an aggregate market value sufficient to pay all Tax Obligations required to be withheld by the Company or the Employer with respect to the Shares, unless the Committee, in its sole discretion, requires or permits the Employee to make alternate arrangements satisfactory to the Company for such withholdings in advance of the arising of any withholding obligations. The Committee, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit the Employee to satisfy his or her Tax Obligations, in whole or in part by one or more of the following (without limitation): (a) paying cash, (b) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum statutory amount required to be withheld, or (c) selling a sufficient number of such Shares otherwise deliverable to Employee through such means as the Company may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld. Notwithstanding any contrary provision of this Agreement, no Restricted Stock Units will be granted unless and until satisfactory arrangements (as determined by the Company) will have been made by the Employee with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by law, the Company or the Employer has the right to retain without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any tax withholding obligations that the Company determines cannot be satisfied through the withholding of otherwise deliverable Shares. All Tax Obligations related to the award of Restricted Stock Units and any Shares delivered in payment thereof are the sole responsibility of the Employee. By accepting this award, the Employee expressly consents to the withholding of Shares and to any additional cash withholding as provided for in this paragraph 8. Only whole Shares will be withheld or sold to satisfy any tax withholding obligations pursuant to this paragraph 8. The number of Shares withheld will be rounded up to the nearest whole Share, with a cash refund to the Employee for any value of the Shares withheld in excess of the tax obligation (pursuant to such procedures as the Company may specify from time to time). To the extent that the cash refund described in the preceding sentence is not administratively feasible, as determined by the Company in its sole discretion, the number of Shares withheld will be rounded down to the nearest whole Share and, in accordance with this paragraph 8 and to the maximum extent permitted by law, the Company will retain from salary or other amounts payable to the Employee cash having a sufficient value to satisfy any additional tax withholding.

9. Rights as Stockholder. Subject to paragraph 10, neither the Employee nor any person claiming under or through the Employee will have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to the Employee (including through

4

electronic delivery to a brokerage account). After such issuance, recordation and delivery, the Employee will have all the rights of a stockholder of the Company with respect to voting such Shares and receipt of dividends and distributions on such Shares.

10. Dividend Equivalents. If the Committee permits the Employee to elect to defer the settlement of vested Restricted Stock Units and the Employee makes such an election in accordance with the terms of the Plan and the rules and procedures determined by the Committee, in its sole discretion, the Employee shall be entitled to receive dividends and distributions paid on the Shares underlying vested Restricted Stock Units unless a Change of Control occurs during the twelve (12) month period following the Date of Award and the Change of Control qualifies as a change in control under Treasury regulation section 1.409A-3(i)(5)). Any such dividends or other distributions automatically shall be deemed reinvested in Restricted Stock Units on the date of payment of any such dividends or distributions (the “Dividend Restricted Stock Units”). The number of Dividend Restricted Stock Units shall be determined as follows: (a) if the Company declares and pays a cash dividend on the Shares, the number of Dividend Restricted Stock Units shall be equal to the quotient obtained by dividing the cash dividend paid on the Shares underlying vested Restricted Stock Units by the Fair Market Value (as defined in the Plan) of the Shares on the date the dividend is paid; or (b) if the Company distributes Shares, the number of Dividend Restricted Stock Units shall be equal to the number of Shares distributed with respect to the Shares underlying vested Restricted Stock Units. Dividend Restricted Stock Units shall be subject to the same terms and conditions as the Restricted Stock Units, including the Employee’s deferral election.

11. No Effect on Employment. The terms of the Employee’s employment with his or her Employer are governed by applicable local law and any relevant employment agreement. This Agreement and the attached Notice of Award do not constitute an express or implied promise of continued employment for any period of time. The Employee may terminate his or her employment and the Employer may terminate the Employee’s employment in accordance with applicable local law and any relevant employment agreement.

12. Labor Law. By accepting this award of Restricted Stock Units, the Employee acknowledges that: (a) the award of Restricted Stock Units is a one-time benefit which does not create any contractual or other right to receive future awards of Restricted Stock Units, or benefits in lieu of Restricted Stock Units; (b) all determinations with respect to any future awards, including, but not limited to, the times when the Restricted Stock Units shall be granted, the number of Shares subject to each award of Restricted Stock Units and the time or times when Restricted Stock Units shall vest, will be at the sole discretion of the Company; (c) the Employee’s participation in the Plan is voluntary; (d) the value of this Restricted Stock Units is an extraordinary item of compensation which is outside the scope of the Employee’s employment contract, if any; (e) these Restricted Stock Units are not part of the Employee’s normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (f) the vesting of this Restricted Stock Units ceases upon termination of employment for any reason except as may otherwise be explicitly provided in the Plan or this Agreement; (g) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (h) these Restricted Stock Units have been granted to the Employee in

5

the Employee’s status as an employee of the Company or the Employer; (i) any claims resulting from these Restricted Stock Units shall be enforceable, if at all, against the Company; and (j) there shall be no additional obligations for any subsidiary or affiliate employing the Employee as a result of these Restricted Stock Units.

13. Address for Notices. Any notice to be given to the Company under the terms of this Agreement and the attached Notice of Award will be addressed to the Company, in care of Shareholder Services, TIBCO Software Inc., 3303 Hillview Avenue, Palo Alto, California, 94304, or at such other address as the Company may hereafter designate in writing.

14. Award is Not Transferable. Restricted Stock Units may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated other than by will, by the laws of descent or distribution, or to a Service Provider’s spouse, former spouse or dependent pursuant to a court-approved domestic relations order which relates to the provision of child, support, alimony payments or marital property rights. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of Restricted Stock Units, or any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar process, Restricted Stock Units granted herein and the rights and privileges conferred hereby immediately will become null and void.

15. Binding Agreement. Subject to the limitation on the transferability of Restricted Stock Units contained herein, this Agreement and the attached Notice of Award will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

16. Additional Conditions to Issuance of Stock. If at any time the Company will determine, in its discretion, that the listing, registration or qualification of the Shares upon any securities exchange or under any foreign, state or federal law, or the consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to the Employee (or his or her estate), such issuance will not occur unless and until such listing, registration, qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Company. The Company will make all reasonable efforts to meet the requirements of any such state or federal law or securities exchange and to obtain any such consent or approval of any such governmental authority.

17. Plan Governs. This Agreement and the attached Notice of Award are subject to all terms and provisions of the Plan. In the event of a conflict between one or more provisions of this Agreement and one or more provisions of the Plan, the provisions of the Plan will govern. In the event of a conflict between one or more provisions of the attached Notice of Award and one or more provisions of the Plan, the provisions of the Plan will govern.

18. Committee Authority. The Committee will have the power to interpret the Plan, this Agreement and the attached Notice of Award and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any Restricted Stock Units have vested). All actions taken and all interpretations and determinations made by the Committee in good faith will be final and binding upon the Employee, the Company and all

6

other interested persons. No member of the Committee will be personally liable for any action, determination or interpretation made in good faith with respect to the Plan, this Agreement and the attached Notice of Award.

19. Captions. Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

20. Agreement Severable. In the event that any provision in this Agreement or the attached Notice of Award will be held invalid or unenforceable, such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Agreement or the attached Notice of Award.

21. Modifications to the Agreement. This Agreement and the attached Notice of Award constitute the entire understanding of the parties on the subjects covered. The Employee expressly warrants that he or she is not accepting this Agreement or the attached Notice of Award in reliance on any promises, representations, or inducements other than those contained herein and therein. Modifications to this Agreement, the attached Notice of Award or the Plan can be made only in an express written contract executed by a duly authorized officer of the Company. Notwithstanding anything to the contrary in the Plan, this Agreement or the attached Notice of Award, the Company reserves the right to revise this Agreement or the attached Notice of Award as it deems necessary or advisable, in its sole discretion and without the consent of the Employee, to comply with Section 409A or to otherwise avoid imposition of any additional tax or income recognition under Section 409A prior to the actual payment of Shares pursuant to this award of Restricted Stock Units.

22. Amendment, Suspension or Termination of the Plan. By accepting this Restricted Stock Unit award, the Employee expressly warrants that he or she has received a conditional right to receive Shares issued under the Plan, and has received, read and understood a description of the Plan. The Employee understands that the Plan is discretionary in nature and may be modified, suspended or terminated by the Company at any time.

23. Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to Restricted Stock Units awarded under the Plan or future Restricted Stock Units that may be awarded under the Plan by electronic means or request the Employee’s consent to participate in the Plan by electronic means. The Employee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

24. Disclosure of Employee Information. By accepting this Restricted Stock award, the Employee consents to the collection, use and transfer of personal data as described in this paragraph. The Employee understands that the Company and its Subsidiaries hold certain personal information about him or her, including his or her name, home address and telephone number, date of birth, social security or identity number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all awards of Restricted Stock or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in his or her favor, for the purpose of managing and administering the Plan (“Data”).

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The Employee further understands that the Company and/or its Subsidiaries will transfer Data among themselves as necessary for the purpose of implementation, administration and management of his or her participation in the Plan, and that the Company and/or any of its Subsidiaries may each further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. The Employee understands that these recipients may be located in the European Economic Area, or elsewhere, such as in the U.S. or Asia. The Employee authorizes the Company to receive, possess, use, retain and transfer the Data in electronic or other form, for the purposes of implementing, administering and managing his or her participation in the Plan, including any requisite transfer to a broker or other third party with whom he or she may elect to deposit any Shares of stock acquired from this award of Restricted Stock of such Data as may be required for the administration of the Plan and/or the subsequent holding of Shares of stock on his or her behalf. The Employee understands that he or she may, at any time, view the Data, require any necessary amendments to the Data or withdraw the consent herein in writing by contacting the Human Resources Department for his or her employer.

25. Notice of Governing Law. This Agreement and the attached Notice of Award shall be governed by the laws of the State of Delaware, U.S.A., without regard to its principles of conflict of laws. For purposes of litigating any dispute that arises under this award of Restricted Stock Units, this Agreement or the attached Notice of Award, the parties hereby submit to and consent to the jurisdiction of the State of California, and agree that such litigation shall be conducted in the courts of Santa Clara County, California, or the federal courts of the United States for the Northern District of California, and no other courts where this award of Restricted Stock Units is made and/or to be performed.

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EX-21

EXHIBIT 21

SUBSIDIARIES OF THE REGISTRANT

NAME	JURISDICTION OF INCORPORATION
3301 Hillview Holdings Inc.	Delaware
DataSynapse (Beijing) ITCL	China
DataSynapse Hispania SL	Spain
DataSynapse SARL	France
DataSynapse UK Ltd.	United Kingdom
Foresight Corporation	Delaware
Kabira Technologies Canada Inc.	Canada
Kabira Technologies Japan K.K.	Japan
Kabira Technologies (UK) Limited	United Kingdom
Loyalty Lab, Inc.	Delaware
Netrics.com, Inc.	Delaware
Proginet Corporation	Delaware
Spotfire AB	Sweden
Staffware Business Process Management India Private Limited	India
TIBCO Accelerator Inc.	Delaware
TIBCO BPM	United Kingdom
TIBCO BPM Australia Pty Ltd.	Australia
TIBCO BPM Holdings Limited	United Kingdom
TIBCO BPM India Private Ltd.	India
TIBCO DataSynapse, Inc.	Delaware
TIBCO International Holdings B.V.	Netherlands
TIBCO Kabira, Inc.	Delaware
TIBCO Kabira France SARL	France
TIBCO OpenSpirit Inc.	Delaware
TIBCO Software AB	Sweden
TIBCO Software AS	Norway
TIBCO Software Australia Pty Ltd.	Australia
TIBCO Software B.V. Holland	Netherlands
TIBCO Software Brasil LTDA	Brazil
TIBCO Software Canada Inc.	Canada
TIBCO Software Cayman Holdings Ltd.	Cayman Islands
TIBCO Software Cyprus Limited	Cyprus
TIBCO Software Federal Inc.	Delaware
TIBCO Software France SARL	France
TIBCO Software FZ-LLC	United Arab Emirates
TIBCO Software GmbH	Germany
TIBCO Software Holdings LLC	Delaware
TIBCO Software Holdings Ltd.	United Kingdom
TIBCO Software Hong Kong Limited	Hong Kong
TIBCO Software India Private Limited	India
TIBCO Software (Ireland) Limited	Ireland
TIBCO Software International Inc.	Delaware
TIBCO Software Japan Inc.	Japan
TIBCO Software Korea Ltd.	South Korea
TIBCO Software Limited	United Kingdom
TIBCO Software LLC	Russia
TIBCO Software N.V.	Belgium
TIBCO Software Portugal	Portugal
TIBCO Software SA de CV	Mexico
TIBCO Software (Schweiz) AG	Switzerland
TIBCO Software SL	Spain
TIBCO Software Srl	Italy

TIBCO Software Singapore Pte Ltd.	Singapore
TIBCO Software Taiwan Limited	Taiwan
TIBCO Sweden Holdings AB	Sweden
TIBCO Talarian Inc.	Delaware
TIBCO Software (South Africa) (pty) Ltd	South Africa
TS Innovations (Pty) Ltd*	South Africa
TSI C.V.	Netherlands
Venice Acquisition Corp.	Delaware

* 74.9% owned by Registrant

EX-23

EXHIBIT 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (Nos. 333-158520, 333-156983, 333-153333, 333-152245, 333-142229, 333-124354, 333-102082, 333-88770, 333-88730, 333-30088, 333-88811, 333-48260, 333-52644, 333-75736, 333-111548 and 333-168035) of TIBCO Software Inc. of our report dated January 28, 2011 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.

/s/    PRICEWATERHOUSECOOPERS LLP

San Jose, California

January 28, 2011

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Vivek Y. Ranadivé, certify that:

1. I have reviewed this annual report on Form 10-K 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; and

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.

Dated: January 28, 2011	/s/ Vivek Y. Ranadivé
	Vivek Y. Ranadivé Chairman and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Sydney L. Carey, certify that:

1. I have reviewed this annual report on Form 10-K 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; and

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.

Dated: January 28, 2011	/s/ Sydney L. Carey
	Sydney L. Carey Executive Vice President, Chief Financial Officer

EX-32.1

EXHIBIT 32.1

TIBCO SOFTWARE INC.

CERTIFICATION

I, Vivek Y. Ranadivé, Chairman and 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 Annual Report on Form 10-K of the Company for the fiscal year ended November 30, 2010, 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.

Dated: January 28, 2011

/s/ Vivek Y. Ranadivé

Vivek Y. Ranadivé

Chairman and Chief Executive Officer

EX-32.2

Exhibit 32.2

TIBCO SOFTWARE INC.

CERTIFICATION

I, Sydney L. Carey, Executive 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 Annual Report on Form 10-K of the Company for the fiscal year ended November 30, 2010, 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.

Dated: January 28, 2011

/s/ Sydney L. Carey

Sydney L. Carey

Executive Vice President, Chief Financial Officer