Bud Robertson – Senior Vice President Finance and Administration, Chief Financial Officer Joe Alsop – Co-Founder, Chief Executive Officer Dave Ireland – Executive Vice President Rick Reidy – Executive Vice President John Bates – Product Manager for Apama Jeff Stamen – Senior Vice President Corporate Development and Strategy

Richard Davis – Needham Brent Williams –Benchmark Company Jean Orr – Nutmeg Securities Joe Gagan – Atlantic Equity Research Robert Kirkpatrick – Cardinal Capital James Smith – [Decap] Allan Seymour – Columbia Management

Good day everyone and welcome to the Progress Software Corporation’s second quarter earnings conference call. At this time I would like to turn the conference over to Mr. Bud Robertson, please go ahead sir.

Good morning, this is Bud Robertson, Senior Vice President of Finance and Administration and Chief Financial Officer of Progress Software Corporation. Joining me today are Joe Alsop, Co-Founder and CEO and members of the senior management team. We’ve prepared a slide presentation to view during this call. The slide presentation can be found on the investor relations section of the Progress website by clicking on the live webcast icon. The matters we’ll be discussing today other than historical financial information consist of forward-looking statements that involve certain risks and uncertainties. Statements indicating that we expect, estimate, believe, are planning or plan to are forward-looking as are other statements concerning future financial results, product offerings or other events that have not yet occurred. There are several important risk factors which could cause actual results or events to differ materially from those anticipated by the forward-looking statements contained in our discussion today. Information on these risk factors is included in our Securities and Exchange Commission reports. We reserve the right to change our budget, product focus, product release dates, plans and financial projections from time to time as circumstances warrant. We shall have no obligation to update or modify the information contained in our discussion in the future when such changes occur. With respect to any non-GAAP financial measures discussed in this call, we have provided on our website a presentation of the most directly comparable GAAP financial measure and a reconciliation of the non-GAAP financial measure to the most directly comparable GAAP financial measure. You can access this information which is included in our earnings release at www.Progress.com. We reported this morning the following results for our second fiscal quarter of 2008 which are reflected in the first few slides of the online presentation. Revenue for the quarter increased 7% from…

(Operator instructions) Your first question comes from Richard Davis – Needham. Richard Davis – Needham : One of the things that you’ve talked about in the past is about how a lot of your ISB customers are switching their business models to software to service and that obviously tends to do that business model often times elongate your revenue recognition which in theory would come back to you guys since you charge at least not, especially on the OpenEdge side of the world kind of a percentage of the value of the software. Is that a accurate statement and have you been able to kind of assess how much impact that has and then thirdly is if that isn’t true then would it be rational as once these customers kind of switch to the software to service business you’ll start to eventually have apples-to-apples comparisons which would indicate they, the business in theory could reaccelerate.

The answer to your questions are, yes, to the first, it has an impact. It’s I would say no to the second, can you quantify it. There are several offsetting things going on. On the one hand, we are essentially deferring revenue when a deal is done on a SAS basis versus on an upfront license basis. However we believe and Dave may jump in because I remember a remark he made to me after going to our partner conference earlier this year about how bullish many of our partners were on SAS and they’re now, I think 200 plus in the program. So there’s a marketing, market penetration benefit, i.e. many of our partners are able to either be more competitive within the markets they serve or go after additional customers by virtue of SAS and you know that has a positive benefit. So there’s sort of a mixture of things going on here that just may, your third part is sort of well can you make an apples-to-apples comparison and you know the basic answer is that that that’s very tough. But I would say, for example that our second quarter OpenEdge SAS business was up over 30% over the prior year. Sorry I can’t plug it into the model that easily. Richard Davis – Needham : Second thing is, would you describe the corporate IT environment, because what we’re hearing from a whole bunch of different sources, it’s not a disaster but every transaction is taking a little bit of extra effort or people are putting a sharp pencil to everything. So do you just kind of, is that what you’re seeing in your markets?

I just went through operating reviews around the world and it’s a common theme that we are seeing, a lesson of the sales cycle as more signatures are being required for final customer signoff. So what you say is exactly what we’ve been seeing. And we’ve also seen that the size of the deals are changes, they’re getting smaller. We’re not seeing lost deals, we’re seeing just push outs and smaller deals.

Let me make it clear that with the smaller deals, that doesn’t mean that the total customer value has gone down, but the appetite to make a significant part of the purchase up front is diminished. So you know it’s totally in line with what Bud said that you know, I suppose, probably natural when buyers are concerned, they tell you, you’ve got to go through these three other extra steps in order that they slow down their purchases and that has an impact on us. And then the second thing is they take less of the total anticipated buy over a period of years up front, they take less of it up front.

Your next question comes from Brent Williams – Benchmark Company. Brent Williams –Benchmark Company: You mentioned that in the OpenEdge business the partner share of the business went to 74% versus 68% a year ago. Is there any change going on there that is other than just bouncing around, because that may be a little outside the range that we’ve seen.

No material change there, I think it’s just a continued strength of the diversity of the application portfolio and the broad worldwide distribution. And like Joe mentioned, the SAS business it continues to be strong. So I think it’s just a reflection that the partner business, they’re just in a great spot. But there’s nothing material is going on there. Brent Williams –Benchmark Company: Would we think of SAS as pretty much exclusively a partner driven phenomenon, pretty close to 100%?

Yes. And by the way, let me add one other thing to the SAS thing, I don’t think SAS will ever sort of take over the world to the exclusion of licenses. I forget now whether that was part of one of Richard’s questions or not, but we see a mix going forward indefinitely because for certain kinds of applications, the customers just want it in house, they want the control, the ability to customize it and so on or have it customized by a third party. So it’s always going to a mixed model with which we’re completely comfortable, although they’re very different financial pictures in terms of how you recognize revenue. Brent Williams –Benchmark Company: On OpenEdge, you mentioned that the most recent release in the quarter supports IPV6 protocol, now I would have sort of thought that that would have, that change would have been really mostly transparent to the software companies such as you and understand I know that part of the value that you provide to your customers is that you insulate them from that stuff. I’m just talking about, was that a lot of work for you and do you think other people are going to have to do a lot of work to make that change?

I think most of the work had to do with testing it to make sure that we properly supported 64 bit IP addresses. And to the first part of your question, yes it was invisible to the partners and the customers. It just came with the next release. Brent Williams –Benchmark Company: Bouncing over to the EID, no conference call would be complete without me asking about Apama. Seen a couple of the small startups in the stream based database field are doing partnerships and really touting how tightly they can get back to relational for back historical data and they seem to be saying look you know the stream, the real time, the current stuff use us, but we have really great integration with relational for anything historical. And that really has seemed to emerge in the last quarter or two as an increasingly important part of these guys sort of market message. Now I know that you’ve technically supported access to relational, but you haven’t emphasized that. Is there really a change in the market or you know I mean can you give any perspective on sort of what’s going on there?

I’m going to hopefully defer to John Bates who just emailed me from his hotel that there’s some emergency and he might be evacuated. But the latest I heard is that the flames haven’t reached his room yet. John are you still there?

I’m still here Rick, I’m not seeing any flames licking under the door so I’m happy to take that one. Yes, so as you’ve seen the business is going very, very well. I mean on the topic of these announcements and relationships on the database side, I mean clearly it’s very important for our customers in capital markets and other spaces to be able to integrate complex event processing with stored data of a variety of types. But we provide standards and always have done, capabilities to connect through standard mechanisms like ODBC JDBC2 relational databases. And they’re frequently used. We actually in our latest 4.0 release which we’ve just announced which will be available in the July timeframe, we’re now shipping those connectors as standard because they’re so frequently used and we’re also shipping JMS connectivity with the platform as standard which is another frequent way it’s connected. But on the topic of the partnerships, we work with a number of the major tick database vendors like [Volu], KX Systems and One Tick and have very close working relationships. And customers always want to see in the capital market space that connectivity, you can play nicely with those vendors because they want to have a best of breed choice amongst those vendors as well. So we certainly see that as a very important part and hopefully you’ll see some announcements of further relationships, the deepening of relationships with those companies over the coming quarters. But that’s certainly important for us. Brent Williams –Benchmark Company: Moving on to DataDirect, so the 4% growth year on year on the quarter was a bit lower maybe than I had expected. Can you provide perspective on what’s happening there? I mean are there Shadow deals that are taking longer to close or what’s going on there?

You took the words right out of mouth, it’s certainly lower than I expected as well and you hit the nail on the head, it is by and large been weakness in our mainframe business. Our mainframe business typically the deals tend to be larger. We sell to a lot of financial institutions. We’ve noticed as we’ve talked about earlier that the selling cycles have been extended. We did go into the year without a great pipe and we also launched a brand new product line which is the good news. The bad news is the sales guys are just sort of getting their arms around it and as a result, a bunch of POCs that we expected to begin in Q1 didn’t really begin until Q2. The good news in all of this is that the very moment we have more POCs going on than we’ve had since the acquisition of the Shadow product line and May in particular was a very strong month for Shadow, so we’re still feeling pretty good about it going forward. Brent Williams –Benchmark Company: So you say it was really just sort of a drought in the pipeline rather than specifically deals slipping, did I understand that correctly?

It was all of the above, it was a drought in the pipeline, a new product that where the sales folks are getting their arms around and some slippage. We noticed some deals slipped from Q1 to Q2 which eventually closed in May. And when we actually looked over those deals, they happened to be the bigger deals in the financial services area, requiring extra signatures, people thinking about it harder and all that stuff. But our core businesses continue to be very strong and we’re feeling okay about going forward.

And the pipeline is looking better now.

Your next question comes from Jean Orr – Nutmeg Securities. Jean Orr – Nutmeg Securities: I was wondering about exchange 2008 that you held last week, what kind of attendance did you get, were there any surprises, that sort of thing, if you could just give us a rundown.

The big surprise for me was Euro Disney or whatever the heck it’s called, that’s where we held it in Paris. I could go on for a while about that but I’ll keep that side of it very, very short as well as French railroad strikes which I could go into horrendous detail on. But the attendance, given that we held a worldwide user conference in Europe, we had very high attendance from our European partners and we do a lot of end user customers, direct customers. And we have a lot of business and attendance overall was above the goal that we set for ourselves. And I think both the level of enthusiasm and the enthusiasm with which the messages that we delivered were received was all positive. Jean Orr – Nutmeg Securities: Are you planning to hold more exchanges overseas?

I don’t believe so. We have two types of events and we mix them. One is the exchange as you know it and then we have what we call a technology world. And we do these Progress technology worlds throughout the world, Latin America, Asia Pac, we’re going to be doing on in North America this year so there’s a complimentary set of events to address a broad cross section of the customer base. For example I’ll be going to Australia to do the Asia Pac progress technology world in two months. Jean Orr – Nutmeg Securities: Can you tell me how the attendance, the total attendance this year compared with say last year?

It was up, I don’t know the exact percentage. It was over last year.

Your next question comes from Joe Gagan – Atlantic Equity Research. Joe Gagan – Atlantic Equity Research: As far as the revenue recognition in your indirect channel, do you bill them when they sell your product to their end user customer, or do you bill them as soon as you ship it to them?

We bill them when they bill their end user customer, when the product is deployed. And certain of our partners and this was alluded to earlier and we’re primarily talking about the OpenEdge application partners, the Progress unique relationship with APs, certain of them, the larger ones are in what we call POA which is percent of application which means that there’s a monthly reconciliation of what they have reported as revenue, shipments or whatever to their customers. And our revenue is contractually derived from that. I should also mention that the DataDirect OEM relationships are somewhat different or typically done on and the contracts are typically multi-year but the revenue recognition is typically year at a time. But there is, and then there was that earlier discussion about the monthly recognition of the SAS type of business. So as I think I’ve responded in response to an earlier message, you know we have a mix of business models, they’re all pretty fundamentally conservative and driven off deployment of the technology. But it’s not easy to do, sort of turn everything into an apples-to-apples comparison. Joe Gagan – Atlantic Equity Research: Another question as far as your direct sales force. Somebody earlier asked a question as far as what percentage of the revenues for the OpenEdge was the direct sales force versus indirect and I guess it’s 74% indirect. And I know that you’ve fairly significantly decreased the growth of your spending on sales and marketing. So and I know that you restructured your sales force, so could the decrease in spending on sales and marketing and the restructuring of the sales force have to do with how they’re selling less of OpenEdge than before?

Let me explain a couple things and then Dave or Bud or others can jump in. We made some changes to the sales organization early in the year. And we cautioned people at the time that that might take some time to become effective. And that’s kind of in line with the comments earlier in response to earlier questions. That sales force in general, not, it’s not a total uniform picture because there are some differences across the world and so on. But that sales force in general is responsible for the sales of both the OpenEdge products and our SOA products, including Sonic, Actional and other products. So most people on that sales force are comped on the sales of more than one product. And whether that’s brand new accounts, they might buy some infrastructure products or whether that’s existing direct accounts that we’ve had long term relationships and they might want to buy more of OpenEdge or might buy Sonic as a way to integration or Actional as a way to manage it or mainframe connectivity or Apama for complex and end processing. So you know it’s not as simple as these set of people sell only OpenEdge and these set of people sell these other products. I think in general we did in that restructuring look to improve efficiency in the sales process. For example I think Bud noted that year over year headcount is flat and I think we’ve been pretty cautious about adding more to the sales organization in general, although we have in certain areas and focused more on trying to improve sales productivity. Nonetheless you made some remark about decreased sales and marketing expense. Certainly selling expense as a percent of total revenue this past quarter was pretty much in line with the same quarter a year ago. So I’m not sure quite what change you’re referring to. Joe Gagan – Atlantic Equity Research: I was talking about the growth from 06 to 07. I’m talking about, as far as I recollect, if you looked at the growth in the sales and marketing from 06 to 07, I believe it was over 10%. No I think from 05 to 06 it was 10% and then 06 to 07 it was lower and it seems to be continually lower. I’m talking about the growth in it.

Are you taking it as a percent of total revenue or as a percent of product license revenue? Joe Gagan – Atlantic Equity Research: Total revenue.

As a percent of total revenue, we’re constantly looking to make that more efficient because it takes nowhere near the selling expense for example to ensure a maintenance renewal than it does to sell license or the ultimate goal which is to win new accounts.

Your next question comes from Robert Kirkpatrick – Cardinal Capital. Robert Kirkpatrick – Cardinal Capital: I was wondering if you could talk a little bit more about your stock repurchase program, you’ve got a lot of shares left on your authorization and not a heck of a lot of time I believe.

Our share repurchase program plan which is as mentioned ends in September will be up for Board approval again. They have for the last 12-13 years reauthorized it. So our assumption is that they’ll reauthorize the 10 million share buyback as they have for the last X years. So that’s a continual program of the company. And as you know, share buybacks are influenced by many things during the quarter, when you can buy and when you can’t. And with that active program, if you look at the results, we’re much more active this year than we have been in than in the past and you know that has been our state philosophy that the use of our cash is either to buy companies or technologies or buyback shares. Robert Kirkpatrick – Cardinal Capital: Could you talk a little bit about what you see as the M&A market out there in terms of how its changed maybe in the last six or nine months?

I guess there’s less private equity, I think everybody knows that. I don’t know if I could say anything or if any of us could say anything that would give you any more enlightenment. Maybe we should turn it around and have you tell us. Robert Kirkpatrick – Cardinal Capital: But I think a lot of what you’re looking at or perhaps smaller companies and many private companies and I was wondering maybe perhaps the entrepreneurs were thinking this was a bad time to sell and hence less willing to do so or whether there was any change in the pipeline of activity?

There’s a huge number of companies, small companies that we look at all the time. And they are many times very anxious to sell. So there’s lots of opportunities. The issue of course is what’s the fit and does it really add to our portfolio and so on. But from a buyers perspective, it’s a terrific time. Robert Kirkpatrick – Cardinal Capital: And is there a cash level that you gentlemen feel that you need to maintain to kind of run the company on an ongoing basis?

We peg our numbers such like $50 million. As you know we probably could be all the way to zero since we generate cash every quarter, but we feel $50 million is a comfortable level. Robert Kirkpatrick – Cardinal Capital: And how much of the cash and securities is tied up overseas?

$50 million includes operating balances overseas. It’s a small part of that balance, but we sweep monthly. You know just general operating cash is all that’s left in the foreign subsidiaries. Maybe 10-20% of that $50 million.

Your next question comes from James Smith – [Decap]. James Smith – [Decap]: Do you have a current buyback plan in place?

Yes we have a plan that expires at the end of September for an authorization up to 10 million shares and the Board reauthorizes, has in the past reauthorized our plan for another 10 million shares. James Smith – [Decap]: Relative to what you might have been thinking in let’s say January 1, 2008, were you expecting this quarter that we’re currently in to be a $0.43-$0.45 quarter? So in other words were you expecting a sequential drop from the quarter you just reported? Is that seasonally the way that your business trends and if it’s not, what are some of the drivers to cause that reduction in guidance? And then it seemed like you guys only took a nominal, you guys only nominally reduced the full year, both in terms of revenues and earnings guidance. So I’m wondering, it sounds like visibility on the margin has decreased. What gives you confidence that you can hit those nominally reduced numbers in the back half of the calendar year?

We mentioned in our Q4 call and our Q1 call that in fact we expected the product license revenue to ramp over the course of the year and summer is always a slow time for us just because it’s easier plus or minus usually a $1 million of the license due to the fact that we have such a big portion of our business overseas. So the other reason we, the other thing that happens in Q2 that we mentioned that we didn’t anticipate back at the beginning of the year, we did anticipate the sales force was in fact, deals are taking longer to get and they’re a little bit smaller, even though the full deals over time, it’s not as we planned. And as we mentioned, extra signatures push out license revenue from Q2 to Q3 to Q4 and as we also mentioned, the pipeline are getting larger and therefore there’s an equilibrium factor that in fact when we’re not losing deals that we expect Q4 to be a strong Q4 as it always has been and Q3 to be summer blah like it historically has been. So we expect the full year to be basically in line with where we projected at the beginning of this fiscal year we’re currently in. Also the slowdown again due to the lengthening of the sales cycle, not lost business but lengthening of the sales cycle. James Smith – [Decap]: Does it make sense, it appears like you consistently were have done a 10 million stock buyback which we hope gets reauthorized at the end of September, does it make sense given that you guys are at kind of a run rate it looks like around $80-$90 million in free cash flow, to potentially get that higher. In other words looking at the stock as cheap as it is at 8-9 times free cash flow if you’re looking at an EB to free cash flow multiple, is there any other investments out there that you expect a higher return than investing in your own stock?

Well again, like we said, we look at acquisitions, that’s our primary use of cash and our secondary is share repurchase. And if you looked at this chart, I think it was slide 11, you can see that in FY08, in two quarters we spent more cash than we have in any other full year in that whole chart. So I think the fact, your statement are we ramping up repurchases, the answer is if you look at that chart, yes. James Smith – [Decap]: Would you guys consider raising the 10 million to a higher level?

10 million shares out of 40 is a lot of shares. Please understand the Board authorization in September which we would expect to reauthorize is simply something that is mandated by the securities laws, something that you have to have in place in order to do share buybacks. And no one should read a lot of significance into the routine reauthorization of that share buyback program.

Your final question comes from Allan Seymour – Columbia Management. Allan Seymour – Columbia Management: On the auction rate securities, you’ve written it down and it sounds like subsequent to the quarter you’ve sold some of it off. Is that going to be a mark to market and is that going to end up being a gain or do you just end up having the, remarking it up on the, through the balance sheet on the stockholder’s equity?

We recorded a temporary reduction in value through the equity section, that was like $3.9 million that we mentioned for fair value accounting. And it’s a temporary decline which is why it’s on the balance sheet because we intend to hold these to maturity. And so far, all the redemptions have been at par. Allan Seymour – Columbia Management: So there will be no income impact in the subsequent quarter right?

Not unless something is sold below par or in fact something fails, i.e. they go bankrupt. These securities primarily are all, the underlying securities are A-AA rated. So we don’t anticipate to have, although it could happen, if some municipal goes belly up. But that’s not what usually happens in these.

There are no further questions.

This concludes today’s call, thank you for participating.