June 28, 2011

Progress Software Reports Second Fiscal Quarter 2011 Results

Enterprise Business Solutions Total Revenue up 37%; Non-GAAP Operating Margin at 30%; Company Increases Share Repurchase Authorization

BEDFORD, MA -- (MARKET WIRE) -- 06/28/11 -- Progress Software Corporation (NASDAQ: PRGS), a leading software provider that enables enterprises to be operationally responsive announced today results for its fiscal second quarter ended May 31, 2011. On a generally accepted accounting principles (GAAP) basis, revenue for the quarter was $134.7 million, up 6 percent from $127.7 million in the fiscal second quarter of 2010. On a non-GAAP basis, revenue totaled $134.7 million, up 5 percent from $128.3 million in the same period a year ago. Software license revenue increased 3 percent to $45.4 million from $44.2 million in the same quarter last year.


On a GAAP basis in the fiscal second quarter of 2011:

   -- Operating income increased 20 percent to $27.2 million from $22.7

      million in the same quarter last year;

   -- Net income decreased 6 percent to $18.0 million as compared to

      $19.1 million in the same quarter last year;

   -- Diluted earnings per share decreased 10 percent to 26 cents as

      compared 29 cents in the same quarter a year ago.



On a non-GAAP basis in the fiscal second quarter of 2011:

   -- Operating income increased 11 percent to $39.8 million from $35.9

      million in the same quarter last year;

   -- Net income increased 1 percent to $26.6 million from $26.3 million

      in the same quarter last year;

   -- Diluted earnings per share decreased 5 percent to 38 cents from

      40 cents in the same quarter last year.

The non-GAAP amounts primarily exclude the amortization of acquired intangibles, stock-based compensation, restructuring and transition costs, acquisition-related costs and purchase accounting adjustments for deferred revenue.

The non-GAAP results noted above and the non-GAAP financial outlook for 2011 discussed below represent non-GAAP financial measures. A reconciliation of these measures to the appropriate GAAP measures for the three and six months ended May 31, 2011 and May 31, 2010, as well as further information regarding these measures, is included in the condensed financial information provided with this release.

The company's cash flow from operations for the quarter was $38.8 million, up from $16.7 million in the same quarter in fiscal 2010, and the company's cash and short-term investments grew to $389.0 million.

The company purchased approximately $40 million of its common stock during the quarter and as of May 31, 2011, had approximately $35 million remaining under its existing repurchase authorization. On June 27, 2011, the Board of Directors increased and extended the company's stock buyback program by authorizing the repurchase of an additional $100 million of the company's common stock (or an aggregate of $135 million) until May 31, 2012. The shares may be repurchased from time to time in open market transactions or privately negotiated transactions at the company's discretion, subject to securities laws, market conditions and other factors.

Richard D. Reidy, president and chief executive officer of Progress Software, said: "The Company's second quarter performance did not meet our expectations due primarily to shortfalls in the Enterprise Data Solutions business unit. However, we are pleased with the continued performance of our Enterprise Business Solutions (EBS) business unit with its 37% year over year growth and 49% increase in license revenue. As a result, we continue to invest in the EBS business unit with particular focus on deepening our field capabilities to meet the growing demand for our products and solutions. Additionally, our OpenEdge product within our Application Development Platforms (ADP) business unit was within our expectations and continues to provide the company a firm financial footing."

Recent Highlights

-- Two top industry analyst firms, International Data Corporation (IDC) and Forrester Research, ranked Progress Software offerings as leaders in recent reports. Significantly, IDC began reporting on a newly created market category, named Business Process Platforms, in which IDC named the Progress® Responsive Process Management (RPM) suite a leader. In the Forrester Research report, Progress was listed as one of a select group of vendors who are leaders in both the Forrester ESB and Comprehensive Integration Solution Waves, thus garnering the top position in the integration software provider market.

-- Progress Software launched several new products and solutions including the second major release of its Progress Responsive Process Management™ (RPM) 2.0 suite, including an updated version of the Progress Control Tower™, the Progress® Responsive Business Integration™ (RBI) solution, an enhanced Progress Market Surveillance and Monitoring solution and the Progress Situation-Based Promotion solution accelerator.

-- Several new deals within the EBS unit were announced recently including Betfair, the world's largest international sports exchange, as well as Ativa Corretora and Banif Corretora, leading Brazilian brokerage firms.

-- Progress Software was awarded a 5-star Partner rating by CRN for offering solution providers the best possible partnering elements for channel success. Omega Management Corp. announced that Progress's Customer Support group received the NorthFace ScoreBoard AwardSM for achieving excellence in customer satisfaction during the prior calendar year.

Additional highlights can be found at: http://web.progress.com/inthenews/pressreleases.html.

Business Outlook

Progress Software is providing the following guidance for the third fiscal quarter ending August 31, 2011:


   -- On a GAAP and non-GAAP basis, revenue is expected to be in the range

      of $133 million to $136 million.

   -- GAAP diluted earnings per share are expected to be in the range of 20

      cents to 24 cents.

   -- On a non-GAAP basis, diluted earnings per share are expected to be in

      the range of 34 cents to 36 cents.

Progress Software is providing the following updated guidance for the fiscal year ending November 30, 2011:


   -- On a GAAP and non-GAAP basis, revenue is expected to be in the range

      of $550 million to $560 million.

   -- GAAP diluted earnings per share are expected to be in the range of

      $1.08 to $1.15.

   -- On a non-GAAP basis, diluted earnings per share are expected to be in

      the range of $1.60 to $1.65.

The outlook for non-GAAP earnings excludes the amortization of acquired intangibles, stock-based compensation, restructuring and transition costs and related tax effects.

Legal Notice Regarding Non-GAAP Financial Information

Progress Software provides non-GAAP revenue, operating income, operating margin, net income and earnings per share as additional information for investors. These measures are not in accordance with, or an alternative to generally accepted accounting principles in the United States (GAAP). Such measures are intended to supplement GAAP and may be different from non-GAAP measures used by other companies. Progress Software believes that the non-GAAP results described in this release are useful for an understanding of its ongoing operations and provide additional detail and an alternative method of assessing its operating results. Management uses these non-GAAP results to compare the company's performance to that of prior periods for analysis of trends and for budget and planning purposes. A reconciliation of non-GAAP adjustments to the company's GAAP financial results is included in the tables below.

Conference Call

The Progress Software quarterly investor conference call to review its fiscal second quarter 2011 results and business outlook will be broadcast live at 9:00 a.m. (EDT) on Wednesday, June 29, 2011 on the investor relations section of the company's website, located at www.progress.com. The conference call will include only brief comments followed by questions and answers. An archived version of the conference call and supporting materials will be available on the Progress Software Investor Relations Website after the live conference call.

Note to Editors

Progress Software is providing, in advance, a copy of prepared remarks for its conference call. These prepared remarks will not be read on the call. The press release, the prepared remarks, related presentations and additional financial disclosures are available on the Progress website www.progress.com within the investor relations section.

Progress Software Corporation

Progress Software Corporation (NASDAQ: PRGS) is a global software company that enables enterprises to be operationally responsive to changing conditions and customer interactions as they occur -- to capitalize on new opportunities, drive greater efficiencies and reduce risk. The company offers a comprehensive portfolio of best-in-class infrastructure software spanning event-driven visibility and real-time response, open integration, data access and integration, and application development and deployment -- all supporting on-premises and SaaS/Cloud deployments. Progress Software maximizes the benefits of operational responsiveness while minimizing IT complexity and total cost of ownership. Progress Software can be reached at www.progress.com or +1-781-280-4000.

Note Regarding Forward-Looking Statements

Except for the historical information and discussions contained herein, statements contained in this release may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements, which include statements regarding the Company's business outlook for its third fiscal quarter, 2011, and the full 2011 fiscal year and strategic plans, involve a number of risks, uncertainties and other factors that could cause actual results to differ materially, including but not limited to the following: the receipt and shipment of new orders; the timely release of enhancements to the Company's products; the growth rates of certain market segments; the positioning of the Company's products in those market segments; the customer demand and acceptance of our new product initiative, the Progress RPM suite; variations in the demand for professional services and technical support; pricing pressures and the competitive environment in the software industry; continuing uncertainty in the U.S. and international economies, which could result in fewer sales of the Company's products and may otherwise harm the Company's business; the Company's ability to complete and integrate acquisitions; the Company's ability to realize the expected benefits and anticipated synergies from acquired businesses; the Company's ability to penetrate international markets and manage its international operations; and changes in exchange rates. The Company undertakes no obligation to update information contained in this release. For further information regarding risks and uncertainties associated with the Company's business, please refer to the Company's filings with the Securities and Exchange Commission.

Actional, Apama, FUSE ESB, FUSE, OpenEdge, Progress, Progress RPM, Responsive Process Management, Savvion and SonicMQ, Sonic are trademarks or registered trademarks of Progress Software Corporation or one of its subsidiaries or affiliates in the U.S. and other countries. Any other trademarks contained herein are the property of their respective owners.


GAAP Condensed Consolidated Statements of Income



(In thousands, except per share data)



                                                   Three Months Ended

                                               --------------------------

                                               May 31,  May 31, Percentage

                                                 2011     2010    Change

                                               -------- -------- --------

Revenue:

  Software licenses                            $ 45,417 $ 44,228        3 %

  Maintenance and services                       89,267   83,428        7 %

                                               -------- -------- --------

      Total revenue                             134,684  127,656        6 %

                                               -------- -------- --------

Costs of revenue:

  Cost of software licenses                       2,321    1,619       43 %

  Cost of maintenance and services               19,906   18,327        9 %

  Amortization of purchased technology            3,930    5,285      (26)%

                                               -------- -------- --------

      Total costs of revenue                     26,157   25,231        4 %

                                               -------- -------- --------

Gross profit                                    108,527  102,425        6 %

                                               -------- -------- --------

Operating expenses:

  Sales and marketing                            44,312   40,140       10 %

  Product development                            20,137   23,153      (13)%

  General and administrative                     13,742   13,448        2 %

  Amortization of other acquired intangibles      1,982    2,736      (28)%

  Restructuring expense                           1,144      203      464 %

  Acquisition-related expenses                        -        -        0 %

                                               -------- -------- --------

      Total operating expenses                   81,317   79,680        2 %

                                               -------- -------- --------

Income from operations                           27,210   22,745       20 %

                                               -------- -------- --------

Other income, net                                   209    3,919      (95)%

                                               -------- -------- --------

Income before income taxes                       27,419   26,664        3 %

Provision for income taxes                        9,459    7,606       24 %

                                               -------- -------- --------

Net income                                     $ 17,960 $ 19,058       (6)%

                                               ======== ======== ========

Earnings per share:

  Basic                                        $   0.27 $   0.30      (10)%

  Diluted                                      $   0.26 $   0.29      (10)%

                                               ======== ======== ========

Weighted average shares outstanding:

  Basic                                          66,897   63,805        5 %

  Diluted                                        69,246   66,355        4 %

                                               ======== ======== ========









Reconciliation of GAAP to Non-GAAP Financial Measures



(In thousands, except per share data)



                                      Three Months Ended May 31, 2011

                                -----------------------------------------

                                    As                          Percentage

                                Reported  Adjustments  Non-GAAP   Change

                                ---------  ---------  ---------  --------



Total revenue (1)               $ 134,684  $      30  $ 134,714         5 %



Income from operations          $  27,210  $  12,621  $  39,831        11 %

  Purchase accounting

   adjustments for deferred

   revenue (1)                        (30)        30

  Amortization of acquired

   intangibles                     (5,912)     5,912

  Stock-based compensation (2)     (5,103)     5,103

  Transition expense (3)             (432)       432

  Restructuring expense            (1,144)     1,144



Operating margin percentage          20.2%                 29.6%



Other income (expense), net     $     209  $       -  $     209       (95)%

Provision for income taxes (5)  $   9,459  $   3,955  $  13,414        (1)%

Net Income                      $  17,960  $   8,666  $  26,626         1 %



Earnings per share              $    0.26             $    0.38        (5)%



Diluted shares outstanding         69,246          -     69,246         4 %

                                =========  =========  =========  ========





                                Three Months Ended May 31, 2010

                                -------------------------------

                                    As

                                Reported  Adjustments  Non-GAAP

                                ---------  ---------  ---------



Total revenue (1)               $ 127,656  $     605  $ 128,261



Income from operations          $  22,745  $  13,144  $  35,889

  Purchase accounting

   adjustments for deferred

   revenue (1)                       (605)       605

  Amortization of acquired

   intangibles                     (8,021)     8,021

  Stock-based compensation (2)     (4,445)     4,445

  Restructuring expense              (203)       203

  Other (4)                           130       (130)



Operating margin percentage          17.8%                 28.0%



Other income, net               $   3,919          -  $   3,919

Provision for income taxes (5)  $   7,606  $   5,942  $  13,548

Net Income                      $  19,058  $   7,202  $  26,260



Earnings per share              $    0.29             $    0.40



Diluted shares outstanding         66,355          -     66,355

                                =========  =========  =========



(1) The purchase accounting adjustment for deferred revenue is included

    within maintenance and services revenue and represents the write-down

    to fair value of the deferred maintenance revenue of Savvion and Iona

    Technologies at the date of the acquisitions



(2) Stock-based compensation expense, representing the fair value of

    equity awards, is included in the following GAAP expenses:







(In thousands)



                                           Three Months Ended May 31, 2011

                                           --------------------------------

                                              As

                                           Reported  Adjustments  Non-GAAP

                                           --------- -----------  ---------



Cost of revenue                            $     156 $      (156) $       -

Sales and marketing                              901        (901)         -

Product development                            1,290      (1,290)         -

General and administrative                     2,756      (2,756)         -

                                           --------- -----------  ---------

Total                                      $   5,103 $    (5,103) $       -

                                           ========= ===========  =========





                                           Three Months Ended May 31, 2010

                                           --------------------------------

                                              As

                                           Reported  Adjustments  Non-GAAP

                                           --------- -----------  ---------



Cost of revenue                            $     210 $      (210) $       -

Sales and marketing                            1,215      (1,215)         -

Product development                              966        (966)         -

General and administrative                     2,054      (2,054)         -

                                           --------- -----------  ---------

Total                                      $   4,445 $    (4,445) $       -

                                           ========= ===========  =========





(3) Transition expenses for the three months ended May 31, 2011 represent

    incremental costs incurred to transform our cost structure to a more

    efficient cost model and such expenses are included primarily within

    our product development and general and administrative expenses.



(4) Other adjustments for the three months ended May 31, 2010 include a

    credit of $0.1 million in general and administrative expenses for an

    insurance reimbursement in excess of previously estimated amounts

    related to professional service fees associated with the stock option

    investigation and related shareholder derivative lawsuit.



(5) The non-GAAP provision for income taxes was calculated reflecting an

    effective rate of 33.5% and 34.0% for the three months ended May 31,

    2011 and 2010, respectively.  The difference between the effective tax

    rate under GAAP and the effective tax rate utilized in the preparation

    of non-GAAP financial measures primarily relates to the tax effects of

    stock-based compensation expense and amortization of acquired

    intangibles, which are excluded from the determination of non-GAAP net

    income.









GAAP Condensed Consolidated Statements of Income



(In thousands, except per share data)



                                                     Six Months Ended

                                               --------------------------

                                               May 31,  May 31, Percentage

                                                 2011     2010    Change

                                               -------- -------- --------



Revenue:

  Software licenses                            $ 96,753 $ 91,345        6 %

  Maintenance and services                      172,168  163,858        5 %

                                               -------- -------- --------

        Total revenue                           268,921  255,203        5 %

                                               -------- -------- --------

Costs of revenue:

  Cost of software licenses                       4,702    3,608       30 %

  Cost of maintenance and services               37,674   35,241        7 %

  Amortization of purchased technology            7,905   10,383      (24)%

                                               -------- -------- --------

        Total costs of revenue                   50,281   49,232        2 %

                                               -------- -------- --------

Gross profit                                    218,640  205,971        6 %

                                               -------- -------- --------

Operating expenses:

  Sales and marketing                            89,010   83,346        7 %

  Product development                            40,996   46,540      (12)%

  General and administrative                     25,594   26,230       (2)%

  Amortization of other acquired intangibles      4,256    5,100      (17)%

  Restructuring expense                           3,258   25,974      (87)%

  Acquisition-related expenses                        -      415     (100)%

                                               -------- -------- --------

        Total operating expenses                163,114  187,605      (13)%

                                               -------- -------- --------

Income from operations                           55,526   18,366      202 %

                                               -------- -------- --------

Other income, net                                   170    6,675      (97)%

                                               -------- -------- --------

Income before income taxes                       55,696   25,041      122 %

Provision for income taxes                       17,215    6,989      146 %

                                               -------- -------- --------

Net income                                     $ 38,481 $ 18,052      113 %

                                               ======== ======== ========

Earnings per share:

  Basic                                        $   0.57 $   0.29       97 %

  Diluted                                      $   0.55 $   0.28       96 %

                                               ======== ======== ========

Weighted average shares outstanding:

  Basic                                          66,942   62,712        7 %

  Diluted                                        69,453   65,191        7 %

                                               ======== ======== ========







Reconciliation of GAAP to Non-GAAP Financial Measures



(In thousands, except per share data)



                                      Six Months Ended May 31, 2011

                                -----------------------------------------

                                    As                          Percentage

                                Reported  Adjustments  Non-GAAP   Change

                                ---------  ---------  ---------  --------



Total revenue (1)               $ 268,921  $      75  $ 268,996         5 %



Income from operations          $  55,526  $  25,637  $  81,163        18 %

  Purchase accounting

   adjustments for deferred

   revenue (1)                        (75)        75

  Amortization of acquired

   intangibles                    (12,161)    12,161

  Stock-based compensation (2)     (9,287)     9,287

  Transition expense (3)             (856)       856

  Restructuring expense            (3,258)     3,258



Operating margin percentage          20.6%                 30.2%



Other income, net               $     170  $       -  $     170       (97)%

Provision for income taxes (6)  $  17,215  $   8,032  $  25,247        (1)%

Net Income                      $  38,481  $  17,605  $  56,086        15 %



Earnings per share              $    0.55             $    0.81         8 %



Diluted shares outstanding         69,453          -     69,453         7 %

                                =========  =========  =========  ========





                                 Six Months Ended May 31, 2010

                                -------------------------------

                                    As

                                Reported  Adjustments  Non-GAAP

                                ---------  ---------  ---------



Total revenue (1)               $ 255,203  $   1,059  $ 256,262



Income from operations          $  18,366  $  50,278  $  68,644

  Purchase accounting

   adjustments for deferred

   revenue (1)                     (1,059)     1,059

  Amortization of acquired

   intangibles                    (15,483)    15,483

  Stock-based compensation (2)     (8,677)     8,677

  Restructuring expense           (25,974)    25,974

  Other (4)                           915       (915)



Operating margin percentage           7.2%                 26.8%



Other income, net (5)           $   6,675  $    (899) $   5,776

Provision for income taxes (6)  $   6,989  $  18,500  $  25,489

Net Income                      $  18,052  $  30,879  $  48,931



Earnings per share              $    0.28             $    0.75



Diluted shares outstanding         65,191          -     65,191

                                =========  =========  =========









(1) The purchase accounting adjustment for deferred revenue is included

    within maintenance and services revenue and represents the write-down

    to fair value of the deferred maintenance revenue of Savvion and Iona

    Technologies at the date of the acquisitions



(2) Stock-based compensation expense, representing the fair value of equity

    awards, is included in the following GAAP expenses:





(In thousands)

                                           Six Months Ended May 31, 2011

                                       ------------------------------------

                                           As

                                        Reported   Adjustments   Non-GAAP

                                       ----------- -----------  -----------



Cost of revenue                        $       379 $      (379) $         -

Sales and marketing                          2,191      (2,191)           -

Product development                          2,559      (2,559)           -

General and administrative                   4,158      (4,158)           -

                                       ----------- -----------  -----------

Total                                  $     9,287 $    (9,287) $         -

                                       =========== ===========  ===========



                                           Six Months Ended May 31, 2010

                                       ------------------------------------

                                           As

                                        Reported   Adjustments   Non-GAAP

                                       ----------- -----------  -----------



Cost of revenue                        $       473 $      (473) $         -

Sales and marketing                          2,793      (2,793)           -

Product development                          2,074      (2,074)           -

General and administrative                   3,337      (3,337)           -

                                       ----------- -----------  -----------

Total                                  $     8,677 $    (8,677) $         -

                                       =========== ===========  ===========







(3) Transition expenses for the six months ended May 31, 2011 represent

    incremental costs incurred to transform our cost structure to a more

    efficient cost model and such expenses are included primarily within

    our product development and general and administrative expenses.



(4) Other adjustments for the six months ended May 31, 2010 include

    acquisition-related expenses of $0.4 million for the Savvion

    transaction and a credit of $1.3 million in general and administrative

    expenses for an insurance reimbursement in excess of previously

    estimated amounts related to professional service fees associated with

    the stock option investigation and related shareholder derivative

    lawsuit.



(5) The non-GAAP adjustment in other income for the six months ended

    May 31, 2010 relates to an insurance settlement gain from a

    pre-acquisition contingency assumed as part of a prior acquisition.



(6) The non-GAAP provision for income taxes was calculated reflecting an

    effective rate of 31.0% and 34.3% for the six months ended May 31, 2011

    and 2010, respectively.  The difference between the effective tax rate

    under GAAP and the effective tax rate utilized in the preparation of

    non-GAAP financial measures primarily relates to the tax effects of

    stock-based compensation expense and amortization of acquired

    intangibles, which are excluded from the determination of non-GAAP

    net income.







Condensed Consolidated Balance Sheets



(In thousands)

                                                    May 31,    November 30,

                                                      2011         2010

                                                  ------------ ------------



Assets

Cash and short-term investments                   $    388,978 $    322,396

Accounts receivable                                     91,738      119,273

Other current assets                                    38,041       42,189

                                                  ------------ ------------

      Total current assets                             518,757      483,858

                                                  ------------ ------------

Property and equipment                                  63,023       58,207

Goodwill and intangibles                               309,845      321,551

Other assets                                            68,604       73,207

                                                  ------------ ------------

      Total                                       $    960,229 $    936,823

                                                  ============ ============



Liabilities and Shareholders' Equity

Accounts payable and other current liabilities    $     81,207 $     98,715

Short-term deferred revenue                            149,888      138,961

                                                  ------------ ------------

       Total current liabilities                       231,095      237,676

                                                  ------------ ------------

Long-term deferred revenue                               5,222        2,908

Other noncurrent liabilities                             6,989        7,907

Shareholders' Equity:

  Common stock and additional paid-in capital          366,204      347,604

  Retained earnings                                    350,719      340,728

                                                  ------------ ------------

       Total shareholders' equity                      716,923      688,332

                                                  ------------ ------------

       Total                                      $    960,229 $    936,823

                                                  ============ ============









Condensed Consolidated Statements of Cash Flows



(In thousands)

                                                      Six Months Ended

                                                  ------------------------

                                                    May 31,      May 31,

                                                      2011         2010

                                                  -----------  -----------



Cash flows from operations:

   Net income                                     $    38,481  $    18,052

   Depreciation, amortization and other noncash

    charges                                            25,844       30,224

  Changes in operating assets and liabilities          24,718        2,643

                                                  -----------  -----------

       Net cash flows from operations                  89,043       50,919

Capital expenditures                                   (8,494)      (4,076)

Redemptions of auction-rate-securities                  6,200          575

Acquisitions                                                -      (49,177)

Issuance (repurchase) of common stock, net            (29,102)      51,460

Other                                                   8,935      (13,254)

                                                  -----------  -----------

Net change in cash and short-term investments          66,582       36,447

Cash and short-term investments, beginning of

 period                                               322,396      224,121

                                                  -----------  -----------

Cash and short-term investments, end of period    $   388,978  $   260,568

                                                  ===========  ===========







Reconciliation of Forward-Looking Guidance



Reconciliation of GAAP to Non-GAAP forward-looking guidance range of

diluted earnings per share for the three months ended August 31, 2011:





GAAP expectation for diluted earnings per share            $ 0.20 to $ 0.24



  Adjustment to exclude stock-based compensation           $ 0.05 to $ 0.06

  Adjustment to exclude amortization of acquired

   intangibles                                             $ 0.06 to $ 0.06

  Adjustment to exclude restructuring & transition-related

   expenses                                                $ 0.01 to $ 0.02



                                                           ----------------

Non-GAAP expectation for diluted earnings per share        $ 0.34 to $ 0.36

                                                           ================





Reconciliation of GAAP to Non-GAAP forward-looking guidance range of

diluted earnings per share for the twelve months ended November 30, 2011:





GAAP expectation for diluted earnings per share            $ 1.08 to $ 1.15



  Adjustment to exclude stock-based compensation           $ 0.20 to $ 0.21

  Adjustment to exclude amortization of acquired

   intangibles                                             $ 0.23 to $ 0.23

  Adjustment to exclude restructuring & transition-related

   expenses                                                $ 0.07 to $ 0.08



                                                           ----------------

Non-GAAP expectation for diluted earnings per share        $ 1.60 to $ 1.65

                                                           ================



Investor Relations Contact:

Tom Barth

Progress Software Corporation

(781) 280-4135

tobarth@progress.com



Media Relations Contact:

John Stewart

Progress Software Corporation

(781) 280-4101

jstewart@progress.com



Source: Progress Software Corporation

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