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PALO ALTO, CA -- (Marketwired) -- 06/19/14 -- TIBCO Software Inc. (NASDAQ: TIBX) today announced results for its fiscal second quarter, which ended on June 1, 2014.

On a GAAP basis, total revenue for the second quarter of fiscal 2014 was $252.3 million, up 3% from the second quarter of fiscal year 2013, and software revenue was $82.3 million, down 4%. Within software revenue, license revenue was $76.5 million, down 7%, while subscription revenue was $5.8 million, up 63% from last year. Net income was $1.6 million, or $0.01 per diluted share, compared to $8.7 million, or $0.05 per diluted share, in the second quarter of fiscal 2013.

On a non-GAAP basis, total revenue for the second quarter of fiscal 2014 was $254.0 million, up 3%, and software revenue was $84.0 million, down 2%. Subscription revenue within software revenue more than doubled to $7.5 million from last year and is adjusted by $1.7 million for the acquisition-related accounting effects on deferred revenue. Non-GAAP operating income for the second quarter of fiscal 2014 was $38.7 million, resulting in a non-GAAP operating margin of 15.2% compared to $45.3 million, or a margin of 18.4% in the second quarter of fiscal 2013. Net income was $23.0 million or $0.14 per diluted share, compared with $29.7 million or $0.18 per diluted share. Net income assumes non-GAAP effective tax rates of 32% and 26% for the second quarters of fiscal 2014 and 2013, respectively. Non-GAAP results are adjusted for acquisition-related accounting effects on deferred revenue from acquisitions and exclude amortization of acquired tangible assets, stock-based compensation expense, acquisition and other related expenses, restructuring activities and non-cash interest expense related to convertible debt.

"Although we achieved record second quarter revenue, our results fell short of our expectations and we are aggressively focusing on making strategic, operational and organizational changes to address our execution challenges and position TIBCO for sustained growth," said Vivek Ranadivé, TIBCO's chairman and chief executive officer. "We see a large and growing opportunity ahead of us in big data, where our technologies can integrate both static and real-time data sources to enable fast data solutions. These are systems that companies use to create more responsive and customized digital experiences for their customers, fostering greater loyalty and unlocking new avenues for revenue generation."

Second Quarter Fiscal 2014 Highlights

• Total Non-GAAP revenue of $254.0 million;
• Non-GAAP Software revenue of $84.0 million; comprised of license revenue of $76.5 million; and subscription revenue of $7.5 million;
• Non-GAAP operating margin of 15.2%;
• Non-GAAP EPS of $0.14;
• Cash flow from operations of $18.0 million;
• Broad mix of business across major industries including financial services, telecommunications, energy, transportation & logistics, manufacturing, government, retail, and insurance;
• TIBCO closed 127 deals over $100k and had 13 deals over $1 million in license revenue.

Reclassifications
During the second quarter of 2014, TIBCO adopted a revised presentation, which TIBCO believes better reflects the company's evolving product and service offerings and increases the visibility of emerging consumption models. A change was made to rename license revenue to software revenue and to present license revenue and subscription revenue as software revenue. A corresponding change was made to present cost of license revenue as cost of software revenue and to present cost of license revenue and cost of subscription revenue as cost of software revenue. This change in presentation does not affect total revenue, total cost of revenue or gross margin. Conforming changes have been made for all prior periods presented.

Conference Call Details
TIBCO has scheduled a conference call for 4:30 pm ET / 1:30 pm PT today to discuss its second quarter results. The conference call will be hosted by InterCall and may be accessed over the internet at www.tibco.com or via dial-in at 877-293-9114 or 706-679-0841. Please join the conference call at least 10 minutes early to register. A replay of the conference call will be available until midnight ET on July 19, 2014 at www.tibco.com or via dial-in at 800-585-8367 or 404-537-3406. The passcode for both the call and the replay is 54923755.

About TIBCO
TIBCO Software Inc. (NASDAQ: TIBX) is a global leader in infrastructure and business intelligence software. Whether it's optimizing inventory, cross-selling products, or averting crisis before it happens, TIBCO uniquely delivers the Two-Second Advantage® -- the ability to capture the right information at the right time and act on it preemptively for a competitive advantage. With a broad mix of innovative products and services, TIBCO is the strategic technology partner trusted by businesses around the world. Learn more about TIBCO at www.tibco.com.

TIBCO, TIBCO Software and Two-Second Advantage are trademarks or registered trademarks of TIBCO Software Inc. or its subsidiaries in the United States and/or other countries. Other product and company names and marks mentioned in this document are the property of their respective owners and are mentioned for identification purposes only.

Use of Non-GAAP Financial Information
This press release includes non-GAAP financial measures. For a description of these non-GAAP financial measures, including the reasons management uses each measure, and reconciliations of these non-GAAP financial measures to the most directly comparable financial measures prepared in accordance with Generally Accepted Accounting Principles (GAAP), please see the section entitled "About Non-GAAP Financial Information" and the accompanying table entitled "Reconciliation of GAAP to Non-GAAP Measures."

Legal Notice Regarding Forward-Looking Statements
This release contains forward-looking statements within the meaning of the "safe harbor" provisions of the federal securities laws. The actual results for the second quarter of fiscal year 2014 included in our Quarterly Report on Form 10-Q may differ materially from the results presented in this release due to factors that include, but are not limited to, risks associated with the final review of the results and preparation of financial statements. In addition, forward-looking statements such as whether the strategic, operational and organizational changes we make will address our execution challenges and position TIBCO for sustained growth are subject to risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. These risks include but are not limited to: risks arising from adverse changes and uncertainty in domestic and global economies, TIBCO's ability to achieve improved performance and accelerate growth from its investments for growth and innovation, the impact of competition from alternative business models and new product introductions, TIBCO's ability to offer compelling, differentiated products, and the impact of competition from companies that are larger or have greater resources than TIBCO. Additional information regarding potential risks is provided in TIBCO's filings with the SEC, including its most recent Annual Report on Form 10-K for the year ended November 30, 2013 and Quarterly Report on Form 10-Q for the quarter ended March 2, 2014. TIBCO assumes no obligation to update the forward-looking statements included in this release.

                             TIBCO Software Inc.
                    Condensed Consolidated Balance Sheets
                                 (unaudited)
                               (in thousands)


                                                   June 1,      November 30,
                                                     2014           2013
                                                -------------  -------------

                    ASSETS

Current assets:
  Cash and cash equivalents                     $     405,169  $     662,109
  Short-term investments                              175,851         83,842
  Accounts receivable, net                            212,489        231,194
  Prepaid expenses and other current assets           100,003         74,725
                                                -------------  -------------
    Total current assets                              893,512      1,051,870

Property and equipment, net                           107,904        101,050
Goodwill                                              712,328        582,091
Acquired intangible assets, net                       159,626        119,418
Long-term deferred income tax assets                   65,643         78,853
Other assets                                           67,582         72,831
                                                -------------  -------------
    Total assets                                $   2,006,595  $   2,006,113
                                                =============  =============

            LIABILITIES AND EQUITY

Current liabilities:
  Accounts payable                              $      32,113  $      37,701
  Accrued liabilities                                 102,246        125,112
  Accrued restructuring costs                           2,716          5,819
  Deferred revenue                                    279,946        258,315
                                                -------------  -------------
    Total current liabilities                         417,021        426,947

Long-term deferred revenue                             26,698         24,036
Long-term deferred income tax liabilities               2,979          1,334
Long-term income tax liabilities                       57,154         55,733
Other long-term liabilities                             7,145          4,788
Convertible debt                                      548,123        540,022
                                                -------------  -------------
    Total long-term liabilities                       642,099        625,913
                                                -------------  -------------
    Total liabilities                               1,059,120      1,052,860
                                                -------------  -------------

Total equity                                          947,475        953,253
                                                -------------  -------------
    Total liabilities and equity                $   2,006,595  $   2,006,113
                                                =============  =============



                            TIBCO Software Inc.
              Condensed Consolidated Statements of Operations
                                (unaudited)
                (in thousands, except net income per share)


                                  Three Months Ended     Six Months Ended
                                 --------------------  --------------------
                                  June 1,    June 2,    June 1,    June 2,
                                    2014       2013       2014       2013
                                 ---------  ---------  ---------  ---------
Revenue:
  Software                       $  82,321  $  85,711  $ 168,828  $ 167,254
  Service and maintenance          169,978    160,135    336,349    316,382
                                 ---------  ---------  ---------  ---------
    Total revenue                  252,299    245,846    505,177    483,636
                                 ---------  ---------  ---------  ---------

Cost of revenue:
  Software                          14,272     12,799     28,454     25,509
  Service and maintenance           65,185     61,172    128,535    122,099
                                 ---------  ---------  ---------  ---------
    Total cost of revenue           79,457     73,971    156,989    147,608
                                 ---------  ---------  ---------  ---------
Gross profit                       172,842    171,875    348,188    336,028
                                 ---------  ---------  ---------  ---------

Operating expenses:
  Research and development          42,697     42,575     86,313     84,200
  Sales and marketing               90,330     85,224    176,121    165,313
  General and administrative        18,771     17,924     35,256     36,849
  Amortization of acquired
   intangible assets                 4,813      4,713      9,856      9,034
  Acquisition related and other        873        568        908        895
  Restructuring adjustment           1,821        (22)     1,062        (15)
                                 ---------  ---------  ---------  ---------
    Total operating expenses       159,305    150,982    309,516    296,276
                                 ---------  ---------  ---------  ---------

Income from operations              13,537     20,893     38,672     39,752

  Interest income                      243        225        522        423
  Interest expense                  (8,566)    (8,663)   (17,086)   (17,445)
  Other income (expense), net         (684)      (569)    (1,007)    (1,411)
                                 ---------  ---------  ---------  ---------
Income before provision for
 income taxes                        4,530     11,886     21,101     21,319

Provision for income taxes           3,000      3,100      7,400      3,000

                                 ---------  ---------  ---------  ---------
Net income                           1,530      8,786     13,701     18,319

Less: Net income attributable to
 noncontrolling interest               (22)        71          -         99

                                 ---------  ---------  ---------  ---------
Net income attributable to TIBCO
 Software Inc.                   $   1,552  $   8,715  $  13,701  $  18,220
                                 =========  =========  =========  =========

Net income per share
 attributable to TIBCO Software
 Inc.:
  Basic                          $    0.01  $    0.05  $    0.08  $    0.11
                                 =========  =========  =========  =========
  Diluted                        $    0.01  $    0.05  $    0.08  $    0.11
                                 =========  =========  =========  =========

Shares used to compute net
 income per share attributable
 to TIBCO Software Inc.:
  Basic                            162,984    160,877    162,642    161,199
                                 =========  =========  =========  =========
  Diluted                          166,858    167,507    167,114    168,320
                                 =========  =========  =========  =========



                            TIBCO Software Inc.
              Condensed Consolidated Statements of Cash Flows
                                (unaudited)
                               (in thousands)


                                                        Six Months Ended
                                                    -----------------------
                                                      June 1,      June 2,
                                                       2014         2013
                                                    ----------   ----------

Cash flows from operating activities:
  Net income                                        $   13,701   $   18,319
  Adjustments to reconcile net income to net cash
   provided by operating activities:
    Depreciation of property and equipment               9,455        7,839
    Amortization of acquired intangible assets          20,197       17,377
    Amortization of debt discount and transaction
     costs                                               9,851        9,460
    Stock-based compensation                            23,323       31,335
    Deferred income tax                                  2,171      (15,007)
    Tax benefits related to stock benefit plans          3,824        5,278
    Excess tax benefits from stock-based
     compensation                                       (8,119)      (7,139)
    Other non-cash adjustments, net                        652          506
Changes in assets and liabilities:
    Accounts receivable                                 22,451       43,573
    Prepaid expenses and other assets                   22,432       (2,633)
    Accounts payable                                    (5,973)      10,698
    Accrued and tax liabilities including
     restructuring costs                               (54,446)     (17,264)
    Deferred revenue                                    11,399      (14,264)
                                                    ----------   ----------
      Net cash provided by operating activities         70,918       88,078
                                                    ----------   ----------

Cash flows from investing activities:
  Purchases of short-term investments                 (192,570)     (38,261)
  Maturities and sales of short-term investments       101,118        8,829
  Acquisitions, net of cash acquired                  (182,828)      (4,261)
  Purchases of property and equipment                  (15,677)      (5,768)
  Other investing activities, net                        1,381         (380)
                                                    ----------   ----------
      Net cash used in investing activities           (288,576)     (39,841)
                                                    ----------   ----------

Cash flows from financing activities:
  Principal payments on debt                                 -      (35,711)
  Proceeds from issuance of common stock                17,289        9,255
  Repurchases of the Company's common stock            (56,003)     (81,208)
  Withholding taxes related to restricted stock
   net share settlement                                 (8,473)      (9,899)
  Excess tax benefits from stock-based
   compensation                                          8,119        7,139
                                                    ----------   ----------
      Net cash used in financing activities            (39,068)    (110,424)
                                                    ----------   ----------
Effect of foreign exchange rate changes on cash
 and cash equivalents                                     (214)      (2,353)
                                                    ----------   ----------

Net change in cash and cash equivalents               (256,940)     (64,540)

Cash and cash equivalents at beginning of period       662,109      727,309

                                                    ----------   ----------
Cash and cash equivalents at end of period          $  405,169   $  662,769
                                                    ==========   ==========

About Non-GAAP Financial Information

TIBCO provides non-GAAP measures for revenue, operating income, net income and net income per share data as supplemental information regarding TIBCO's business performance. TIBCO believes that providing the non-GAAP measures that management uses to its investors is useful to investors for a number of reasons. The non-GAAP measures provide a consistent basis for investors to understand TIBCO's financial performance on a trended basis across historical periods. In addition, it allows investors to evaluate TIBCO's performance using the same methodology and information as used by TIBCO's management. TIBCO's management excludes these non-operating charges when it internally evaluates the performance of TIBCO's business and makes operating decisions, including internal budgeting, performance measurement and the calculation of bonuses and discretionary compensation, because these measures provide a consistent method of comparison to historical periods. Moreover, management believes these non-GAAP measures reflect the essential revenue generation activities of TIBCO. Accordingly, management excludes from revenue the acquisition-related accounting adjustment to deferred revenue assumed in business combinations and excludes stock-based compensation related to employee stock options, amortization of acquired intangible assets, costs related to formal restructuring activities, acquisition-related and other expenses, non-cash interest expense related to convertible debt, as well as the income tax effects of the foregoing.

Non-GAAP measures are subject to material limitations as these measures are not in accordance with, or a substitute for GAAP and thus TIBCO's definition may be different from similar non-GAAP measures used by other companies or analysts. Management compensates for these limitations by evaluating the non-GAAP measure together with the most directly comparable GAAP measure.

The non-GAAP adjustments, and the basis for excluding them, are outlined below:

Acquisition-related Revenue Adjustment
Business combination accounting rules require TIBCO to reduce the deferred revenue assumed in a business combination to the fair value of the future obligations from subscription and maintenance contracts assumed. As such, GAAP revenue subsequent to an acquisition of a business does not reflect the full amount of revenue of these assumed subscription and maintenance contracts that would have otherwise been recorded had the acquisition not occurred. This non-GAAP adjustment is intended to include, and thus reflect, the full amount of such revenue. Management includes this item, for the purposes of calculating non-GAAP revenue, non-GAAP operating income, non-GAAP net income and non-GAAP net income per share. TIBCO's management believes this adjustment to revenue is useful to investors as a measure of ongoing performance of its business because although it does not control if customers renew their subscription or maintenance contracts TIBCO has historically experienced high renewal rates on subscription and maintenance contracts.

Amortization of Intangible Assets
TIBCO incurs amortization expense from intangible assets, related to acquisitions TIBCO has made in the past. Management excludes these items, for the purposes of calculating non-GAAP operating income, non-GAAP net income and non-GAAP net income per share. The amortization of intangible assets can be inconsistent in amount and frequency and is significantly impacted by the timing and magnitude of TIBCO's acquisition transactions, which also vary substantially in frequency from period to period.

Stock-based Compensation
TIBCO incurs stock-based compensation expense. TIBCO excludes this item for the purposes of calculating non-GAAP operating income, non-GAAP net income and non-GAAP net income per share because it is a non-cash expense that can be inconsistent in amount from period to period. The stock-based compensation expense can be significantly impacted by the type of compensation instrument, the vesting conditions and judgment used to assess if these conditions will be met in the future. Finally, TIBCO believes that non-GAAP measures of profitability that exclude stock-based compensation are widely used by analysts and investors in the software industry.

Acquisition-related and Other Expenses
TIBCO incurs acquisition-related and other expenses which consist 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 include 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. Management excludes these items, for the purposes of calculating non-GAAP operating income, non-GAAP net income and non-GAAP net income per share. TIBCO generally would not have otherwise incurred such expenses in the periods presented as part of its continuing operations. The acquisition-related and other expenses are not recurring with respect to past transactions, can be inconsistent in amount and frequency from period to period and are significantly impacted by the timing and magnitude of TIBCO's acquisitions. While these expenses are not recurring with respect to past transactions, TIBCO generally will incur these expenses in connection with any future acquisitions.

Non-Cash Interest Expense Related to Convertible Debt
TIBCO is required to recognize non-cash interest expense related to its 2.25% convertible senior notes issued in April 2012 as an imputed interest expense. Management excludes this incremental non-cash interest expense for purposes of calculating non-GAAP net income and non-GAAP net income per share. Under the relevant accounting guidance, TIBCO is required to separate the conversion option as an equity component from the debt and account for the debt in a manner that reflects TIBCO's non-convertible debt borrowing rate. This results in the debt component of the convertible notes being treated as though it was issued at a discount, with the debt discount being accreted as additional non-cash interest expense over the term of the notes using the effective interest method. TIBCO excludes this expense from its non-GAAP measures, because this incremental interest expense does not represent a cash outflow for the company and is not meaningful in evaluating current versus past business results. Finally, TIBCO believes that non-GAAP measures of profitability that exclude non-cash interest accretion expense are widely used by analysts and investors.

Restructuring Activities
TIBCO incurs restructuring expenses, included in its GAAP presentation of operating expense, primarily due to workforce related charges such as payments for severance and benefits and estimated costs of exiting and terminating facility lease commitments related to a formal restructuring plan. TIBCO excludes these items, for the purposes of calculating non-GAAP operating income, non-GAAP net income and non-GAAP net income per share, when it evaluates the continuing business performance of TIBCO. TIBCO believes that these items are not consistently recurring and do not necessarily reflect expected future operating expense, nor does TIBCO believe that they provide a meaningful evaluation of current versus past business results or the expense levels required to support TIBCO's operating plan.

                            TIBCO Software Inc.
                Reconciliation of GAAP to Non-GAAP Measures
                                (unaudited)
                (in thousands, except net income per share)

                                       Three Months Ended
                    -------------------------------------------------------
                            June 1, 2014                June 2, 2013
                    --------------------------- ---------------------------
                                          Net                         Net
                                        income                      income
                                     attributable               attributable
                                        to TIBCO                   to TIBCO
                             Operating Software           Operating Software
                     Revenue   Income    Inc.    Revenue    Income    Inc.
                    --------- -------- -------- --------- -------- --------

GAAP                $ 252,299 $ 13,537 $  1,552 $ 245,846 $ 20,893 $  8,715

 Acquisition-related
  revenue adjustment    1,701    1,701    1,701         -        -        -
 Amortization of
  intangible assets
  - cost of revenue              5,353    5,353              4,246    4,246
 Amortization of
  intangible assets
  - operating
  expense                        4,813    4,813              4,713    4,713
 Stock-based
  compensation -
  cost of revenue                1,639    1,639              1,869    1,869
 Stock-based
  compensation - R&D
  expense                        2,986    2,986              4,122    4,122
 Stock-based
  compensation - S&M
  expense                        2,833    2,833              4,422    4,422
 Stock-based
  compensation - G&A
  expense                        3,103    3,103              4,530    4,530
 Acquisition related
  and other                        873      873                568      568
 Non-cash interest
  expense related to
  convertible debt                   -    4,069                  -    3,854
 Restructuring
  adjustment                     1,821    1,821                (22)     (22)
 Income tax
  adjustment for
  non-GAAP                           -   (7,791)                 -   (7,349)

                    --------- -------- -------- --------- -------- --------
Non-GAAP            $ 254,000 $ 38,659 $ 22,952 $ 245,846 $ 45,341 $ 29,668
                    ========= ======== ======== ========= ======== ========

Diluted net income
 per share
 attributable to
 TIBCO Software
 Inc.:
  GAAP                                 $   0.01                    $   0.05
                                       ========                    ========
  Non-GAAP                             $   0.14                    $   0.18
                                       ========                    ========
Shares used to
 compute diluted net
 income per share
 attributable to
 TIBCO Software
 Inc.:                                  166,858                     167,507
                                       ========                    ========



                                        Six Months Ended
                    -------------------------------------------------------
                            June 1, 2014                June 2, 2013
                    --------------------------- ---------------------------
                                          Net                         Net
                                        income                      income
                                     attributable               attributable
                                        to TIBCO                   to TIBCO
                             Operating Software           Operating Software
                     Revenue   Income    Inc.    Revenue    Income    Inc.
                    --------- -------- -------- --------- -------- --------

GAAP                $ 505,177 $ 38,672 $ 13,701 $ 483,636 $ 39,752 $ 18,220

 Acquisition-related
  revenue adjustment    1,701    1,701    1,701         -        -        -
 Amortization of
  intangible assets
  - cost of revenue             10,341   10,341              8,343    8,343
 Amortization of
  intangible assets
  - operating
  expense                        9,856    9,856              9,034    9,034
 Stock-based
  compensation -
  cost of revenue                3,569    3,569              3,472    3,472
 Stock-based
  compensation - R&D
  expense                        7,266    7,266              8,118    8,118
 Stock-based
  compensation - S&M
  expense                        7,234    7,234              9,661    9,661
 Stock-based
  compensation - G&A
  expense                        5,254    5,254             10,084   10,084
 Acquisition related
  and other                        908      908                895      895
 Non-cash interest
  expense related to
  convertible debt                   -    8,101                  -    7,673
 Restructuring
  adjustment                     1,062    1,062                (15)     (15)
 Income tax
  adjustment for
  non-GAAP                           -  (14,485)                 -  (14,743)

                    --------- -------- -------- --------- -------- --------
Non-GAAP            $ 506,878 $ 85,863 $ 54,508 $ 483,636 $ 89,344 $ 60,742
                    ========= ======== ======== ========= ======== ========

Diluted net income
 per share
 attributable to
 TIBCO Software
 Inc.:
  GAAP                                 $   0.08                    $   0.11
                                       ========                    ========
  Non-GAAP                             $   0.33                    $   0.36
                                       ========                    ========
Shares used to
 compute diluted net
 income per share
 attributable to
 TIBCO Software
 Inc.:                                  167,114                     168,320
                                       ========                    ========