The tender offer expired at 12:00 Midnight (one minute after 11:59 p.m.), New York City time, on Tuesday, April 20, 2010. The depositary for the tender offer has advised Pegasystems that, as of the expiration of the tender offer, approximately 24,988,423 shares of Chordiant’s common stock (including 1,110,825 shares that were tendered pursuant to guaranteed delivery procedures) were validly tendered and not withdrawn in the tender offer, representing approximately 81.8% of Chordiant’s issued and outstanding shares. All validly tendered shares have been accepted for payment in accordance with the terms of the tender offer.

Pegasystems intends to complete the acquisition of Chordiant through a short-form merger as soon as possible, and which is currently expected to be completed on or about April 21, 2010. In order to accomplish the short-form merger, Purchaser will exercise a “top-up” option provided pursuant to the merger agreement, dated March 14, 2010, by and among Pegasystems, Maple Leaf Acquisition Corp. and Chordiant, to purchase newly issued shares of Chordiant’s common stock in order to acquire total ownership of at least 90% of the outstanding shares of Chordiant’s common stock.  In the short-form merger, all outstanding shares of Chordiant’s common stock not purchased in the tender offer will be converted into the right to receive $5.00 per share in cash without interest, less any required withholding taxes.  After completion of the merger, Chordiant will be a wholly owned subsidiary of Pegasystems.

“We are pleased with the successful completion of the tender offer and look forward to quickly closing this important transaction,” said Alan Trefler, Founder and CEO of Pegasystems. “The broader portfolio of the combined organization will deliver more powerful solutions that today’s businesses are looking for to enhance customer experience and drive profitable growth. Pegasystems is committed to continuing our history of innovation and business transformation to better serve the needs of the world’s leading organizations.”

About Pegasystems
Pegasystems, the leader in Business Process Management, provides software to drive revenue growth, productivity and agility for the world’s most sophisticated organizations. Customers use our award-winning SmartBPM® suite to improve customer service, reach new markets and boost operational effectiveness.

Our patented SmartBPM technology makes enterprise applications easy to build and change by directly capturing business objectives and eliminating manual programming. SmartBPM unifies business rules and processes into composite applications that leverage existing systems – empowering business people and IT staff to Build for Change®, deliver value quickly and outperform their competitors.

Pegasystems’ suite is complemented by best-practice frameworks designed for leaders in financial services, insurance, healthcare, government, life sciences, communications, manufacturing and other industries.

Headquartered in Cambridge, MA, Pegasystems has offices in North America, Europe and Asia. Visit us at www.pega.com.

Forward-Looking Statements
This press release contains forward-looking statements, such as statements about the expected closing date of the merger, exercise of the “top-up” option and the expected benefits of the transaction. Statements regarding future events are based on Pegasystems’ current expectations and are necessarily subject to associated risks related to, among other things, Pegasystems’ ability to timely consummate the merger and realize the expected benefits of the transaction. Actual results may differ materially from those in previously provided projections or other forward-looking statements. For information regarding other related risks, please see the “Risk Factors” section of Pegasystems’ filings with the U.S. Securities and Exchange Commission, including its most recent filings on Form 10-K and Form 10-Q.

Media Contacts:

Brian Callahan
Pegasystems
brian.callahan@pega.com
(617) 866−6364
Twitter: @pegasystems

Erica Burns
PAN Communications
pega@pancomm.com
(978) 474−1900

All trademarks are the property of their respective owners.

CAMBRIDGE, Mass. – April 7, 2010 – Pegasystems Inc., (NASDAQ: PEGA), the leader in Business Process Management (BPM) software solutions, today announced that Chordiant Software, Inc. (NASDAQ: CHRD) has become both a sponsor and a featured partner at PegaWORLD 2010 on April 26 & 27 in Philadelphia, and will participate in the conference’s Technology Pavilion.

This sponsorship, following the previously announced plans for Pegasystems to acquire Chordiant, enables Chordiant customers to participate in the PegaWORLD 2010 conference. At the Chordiant booth, breakout sessions and roundtable event, Chordiant customers will be able to get a first look and see live demonstrations on how both companies’ products will work together after the transaction closes. Attendees will also be able to meet key executives chartered with ensuring ongoing customer success, provide input into future product roadmaps and share best practices insights with other attendees.

PegaWORLD is the BPM industry’s premier event. Attendees can see how leading companies are using Pegasystems’ technology to address innovation in CRM, increase business agility, and drive new business. Attendees will also learn directly from industry thought leaders, network with peers, and gather practical knowledge that can be applied directly to their organizations. The PegaWORLD 2010 agenda features keynote presentations and panel participation from organizations such as Medco, ING, Zurich/Farmers, Accenture, Capgemini, and Forrester, as well as Michael Maoz, lead analyst for CRM at Gartner, who is hosting a panel with TD, Kaiser Permanente, and Medco on optimizing customer experience.

“We look forward to welcoming Chordiant customers to join the Pegasystems community. We feel that this is an exciting time for both organizations,” said Alan Trefler, Founder and CEO of Pegasystems. “PegaWORLD is an excellent opportunity for Chordiant customers to join the Pegasystems community, and learn more about the future of their solutions.”

“We believe that this is the perfect time for Chordiant customers to learn more about the benefits that our combined organizations will provide, as well as join a vibrant community of their peers,” said Steven Springsteel, Chairman, President and CEO of Chordiant Software. “This event will allow our customers to see the strong focus that Pegasystems has on its clients, and enable them to experience this commitment first hand.”

Supporting resources:

• For more information about PegaWORLD 2010, including an agenda of speakers and online registration, please visit www.pega.com/pegaworld.

RSS Feeds for Pegasystems Press Releases, Pegasystems Media Coverage, Pegasystems Webcasts, and Pegasystems Events

About Chordiant Software, Inc.
Chordiant Software optimizes the customer experience to help global brands multiply customer lifetime value. Chordiant arms marketing, customer service and customer loyalty executives with a suite of intelligent conversation management applications to deliver an order of magnitude improvement in customer experience. By maximizing the value of every conversation across all channels, Chordiant enables today’s fast-paced brands to engage more effectively with customers and quickly measure whether business strategies are succeeding, resulting in faster acquisition, improved competitiveness, less churn, and superior customer service. For more information please visit www.chordiant.com.

About Pegasystems

Pegasystems, the leader in Business Process Management, provides software to drive revenue growth, productivity and agility for the world’s most sophisticated organizations. Customers use our award-winning SmartBPM^® suite to improve customer service, reach new markets and boost operational effectiveness.

Our patented SmartBPM technology makes enterprise applications easy to build and change by directly capturing business objectives and eliminating manual programming. SmartBPM unifies business rules and processes into composite applications that leverage existing systems – empowering businesspeople and IT staff to Build for Change^®, deliver value quickly and outperform their competitors.

Pegasystems’ suite is complemented by best-practice frameworks designed for leaders in financial services, insurance, healthcare, government, life sciences, communications, manufacturing and other industries.

Headquartered in Cambridge, MA, Pegasystems has offices in North America, Europe and Asia. Visit us at www.pega.com.

Media Contacts:

Brian Callahan
Pegasystems
brian.callahan@pega.com
(617) 866-6364

Erica Burns
PAN Communications
pega@pancomm.com
(978) 474-1900

Derek Van Bronkhorst
Chordiant Software
Derek.vanbronkhorst@chordiant.com
(408) 517-6219

Mo Mohmoud
Eastwick Communications
Chordiant@eastwick.com
(650) 480-4058

Cupertino, Calif.—April 6, 2010 — Chordiant Software, Inc. (Nasdaq: CHRD), the leading provider of Customer Experience (Cx™) software and services, today announced Chordiant Cx Outbound, which adds outbound communication capabilities to the inbound capabilities already provided by the entire line of the Cx Solutions Suite. Chordiant Cx Outbound offers businesses the opportunity to use a common set of customer strategies to systematically determine the best next action for a customer regardless of the direction of the communication and the communication channel. This enables companies to provide their customers with a consistent interaction experience, resulting in a substantial increase in Customer Lifetime Value (CLV).

Chordiant Cx Solutions enable companies to implement customer strategies that provide communications personalized to the needs of each individual. This allows optimal balance between the customer’s experience and corporate objectives. The new outbound communication capability, combined with Chordiant’s predictive analytics and adaptive decisioning capabilities, provides self-learning, so companies can have a continually adapting, holistic and complete picture of each and every customer communication, resulting in better inbound and outbound customer interactions.

“Customers are no longer willing to accept cookie-cutter communication approaches,” said Raymond Gerber, Chief Technology Officer at Chordiant.  “They increasingly expect communications that are relevant and specific to their particular needs rather than the traditional more generic and product based approach.”

Chordiant Cx Outbound offers:

• Central control of outbound and inbound communications that takes into account a strong understanding of what has happened to an individual customer in the past, in order to recommend the Next-Best-Action™ for that customer.
• The ability to drive and adjust the flow of inbound, real-time conversations based on an understanding of recent outbound communication, i.e. referring to a customer’s interest in an outbound offer versus making the same offer again.
• Ability to provide and apply constraints to outbound communication, taking into consideration the products available for an offer as well as the delivery channel capacity, so companies don’t over promise products that aren’t available in inventory.
• Ability to use Chordiant’s Cx Visual Business Director to monitor the success of customer strategies across inbound and outbound communications and channels.
• Ability to maximize the value of Chordiant’s Cx Retention and Cx Upsell/Cross-Sell solutions by applying the appropriate best practice strategies to all inbound and outbound channel interactions.

Chordiant Cx Outbound is available immediately. To learn more please visit: http://www.chordiant.com/resource-center/library.aspx

About Chordiant Software, Inc.
Chordiant Software, Inc. (Nasdaq:CHRD), the leading provider of Customer Experience (Cx™) software and services optimizes the customer experience to help global brands multiply customer lifetime value. Chordiant arms marketing, customer service and customer loyalty executives with a suite of intelligent conversation management applications to deliver an order of magnitude improvement in customer experience. By maximizing the value of every conversation across all channels, Chordiant enables today’s fast-paced brands to engage more effectively with customers and quickly measure whether business strategies are succeeding, resulting in faster acquisition, improved competitiveness, less churn, and superior customer service. For more information please visit www.chordiant.com.

Chordiant and the Chordiant logo are registered trademarks of Chordiant Software, Inc. Next-Best-Action and Cx are trademarks of Chordiant Software, Inc. All other trademarks and registered trademarks are the properties of their respective owners.

Chordiant Media Relations Contact
Mo Mahmoud
Eastwick Communications
+1 (650) 480-4040
Chordiant@eastwick.com

CAMBRIDGE, Mass. and CUPERTINO, Calif. – March 15, 2010 – Pegasystems Inc., (NASDAQ: PEGA), the leader in business process management (BPM) software solutions, and Chordiant Software (NASDAQ: CHRD), a leading provider of customer relationship management (CRM) software and services, today announced they have entered into a definitive agreement for Pegasystems to acquire Chordiant.

Under the terms of the agreement, Pegasystems will make a cash tender offer of $5.00 per share for all outstanding shares of Chordiant common stock for a total purchase price of up to approximately $161.5 million, assuming all outstanding shares are tendered. Upon satisfaction of the conditions to the tender offer and after such time as all shares tendered in the tender offer are accepted for payment, the agreement provides for the parties to effect, subject to customary conditions, a merger to be completed following the completion of the tender offer which would result in all shares not tendered in the tender offer being converted into the right to receive $5.00 per share in cash. The transaction is subject to customary closing conditions, including regulatory approvals, and is expected to close in the second calendar quarter of 2010. Chordiant reported revenue of $76.3 million and $52.3 million of cash and investments for its four quarters ended December 31, 2009. The boards of directors of both Pegasystems and Chordiant unanimously approved the definitive agreement.

Pegasystems’ commitment to innovation and customer success has resulted in ten consecutive quarters of record revenue. Its industry-leading Build for Change® technology is both fueling widespread BPM adoption and being widely embraced to improve customer experience. Chordiant’s predictive decision management solutions are renowned for delivering increased customer lifetime value to their clients.

The combined company’s expanded global customer base, including many of the world’s largest organizations, can now take advantage of these complementary solutions. Chordiant clients will be able to incorporate Pegasystems intent-driven process automation to enhance customer experience in their existing foundation and marketing solutions. Pegasystems’ clients can take advantage of Chordiant’s predictive decision management solutions, extensive CRM assets, and expertise in customer experience.

Many of the leading global systems integrators, who are part of Pegasystems’ growing alliance program, have also built practices around Chordiant software. The combination of the two companies would enable an expanded partner network to enhance their practices and realize incremental growth.

“This combination creates a broader portfolio which will offer an expanded client base new capabilities to meet next-generation CRM needs,” said Alan Trefler, Founder and CEO of Pegasystems. “We are excited to add Chordiant’s technology and domain expertise to bolster our previously announced investment plans in BPM and CRM.”

“We expect this acquisition to be accretive, but under the new purchase accounting rules, transactional costs are now expensed rather than included in the calculation of goodwill,” said Craig Dynes, CFO for Pegasystems. “Accordingly, significant closing costs, integration expenses and other purchase accounting valuation charges will be dilutive to GAAP reported earnings. However, on a non GAAP basis, excluding these one-time charges and the reduction in maintenance and other revenues that are currently recorded as deferred revenue on Chordiant’s balance sheet, we expect this transaction to be accretive by as much as $0.03 to Pegasystems’ 2010 earnings per share and by as much as $0.20 to Pegasystems’ 2011 earnings per share. Pegasystems has not yet provided guidance on 2011 earnings. We anticipate providing revised guidance giving effect to these purchase accounting adjustments as the closing of this transaction approaches.”

“We are excited to bring Pegasystems’ industry-leading Build for Change technology to help our clients further optimize customer experience,” commented Steven Springsteel, Chairman, President and CEO of Chordiant Software. “We expect that our customer base will welcome this news, and can look forward to the increased innovation that Pegasystems is known for, along with the many other benefits resulting from the mutual strengths and combined scale of our companies.”

Bridge Street Advisory Services, a division of Financial Telesis Inc., is acting as financial advisor to Pegasystems, and Wilson Sonsini Goodrich & Rosati P.C., is acting as legal advisor to Pegasystems. Morgan Stanley & Co. Incorporated is acting as financial advisor to the Board of Chordiant, and Cooley Godward Kronish LLP is acting as legal advisor to Chordiant.

Pegasystems and Chordiant will be hosting a conference call and live Webcast associated with this announcement at 9:00 a.m. ET on March 15, 2010. Dial-in information is as follows: (877) 348-9349 (domestic) or (678) 809-1406 (international).

To listen to the Webcast, log onto www.pega.com at least 5 minutes prior to the event’s broadcast and click on the Webcast icon in the Investor Relations section. A replay of the call will also be available on www.pega.com in the Investor Relations section Audio Archives link.

Safe Harbor Statement: This press release contains forward-looking statements that involve risks and uncertainties, including statements regarding completion of the acquisition; the impact of the acquisition on Pegasystems’ earnings per share, business performance and product offerings; and the impact of the combined product capabilities. Factors that could cause actual results to differ materially include the following: costs related to the proposed acquisition; the risk of failing to obtain any regulatory approvals or satisfy other conditions to the acquisition; the risk that the transaction will not close or that closing will be delayed; the risk that our respective businesses will suffer due to uncertainty related to the transaction; difficulties encountered in integrating merged businesses; whether certain market segments grow as anticipated; the competitive environment in the software industry and competitive responses to the acquisition; and whether the companies can successfully develop new products or modify existing products and the degree to which these gain market acceptance. Further information on potential factors that could affect our respective businesses and financial results are included Pegasystems’ and Chordiant’s filings with the Securities and Exchange Commission, including Pegasystems’ report on Form 10-K for the year ended December 31, 2009 and Chordiant’s report on Form 10-K for the year ended September 30, 2009, and Form 10-Q for the quarter ended December 31, 2009, respectively, which are on file with the Securities and Exchange Commission. There can be no assurance that the acquisition or any other transaction will be consummated.

Additional Information: The tender offer has not yet commenced. This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any securities. The tender offer will be made only pursuant to an offer to purchase and related materials that Pegasystems and its wholly-owned subsidiary intend to file with the Securities and Exchange Commission. Chordiant also intends to file a solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer. Chordiant stockholders and other investors should read these materials carefully when they are filed because they contain important information, including the terms and conditions of the tender offer. Chordiant stockholders and other investors will be able to obtain copies of these materials without charge from the Securities and Exchange Commission through its website at www.sec.gov, from Pegasystems (with respect to documents filed by Pegasystems with the Securities and Exchange Commission), or from Chordiant (with respect to documents filed by Chordiant with the Securities and Exchange Commission). Chordiant stockholders and other investors are urged to read carefully those materials prior to making any decisions with respect to the tender offer.

RSS Feeds for Pegasystems Press Releases, Pegasystems Media Coverage, Pegasystems Webcasts, and Pegasystems Events

About Chordiant Software, Inc.
Chordiant Software optimizes the customer experience to help global brands multiply customer lifetime value. Chordiant arms marketing, customer service and customer loyalty executives with a suite of intelligent conversation management applications to deliver an order of magnitude improvement in customer experience. By maximizing the value of every conversation across all channels, Chordiant enables today’s fast-paced brands to engage more effectively with customers and quickly measure whether business strategies are succeeding, resulting in faster acquisition, improved competitiveness, less churn, and superior customer service. For more information please visit www.chordiant.com.

About Pegasystems
Pegasystems, the leader in Business Process Management, provides software to drive revenue growth, productivity and agility for the world’s most sophisticated organizations. Customers use our award-winning SmartBPM® suite to improve customer service, reach new markets and boost operational effectiveness.

Our patented SmartBPM technology makes enterprise applications easy to build and change by directly capturing business objectives and eliminating manual programming. SmartBPM unifies business rules and processes into composite applications that leverage existing systems – empowering businesspeople and IT staff to Build for Change®, deliver value quickly and outperform their competitors.

Pegasystems’ suite is complemented by best-practice frameworks designed for leaders in financial services, insurance, healthcare, government, life sciences, communications, manufacturing and other industries.

Headquartered in Cambridge, MA, Pegasystems has offices in North America, Europe and Asia. Visit us at www.pega.com.

Media Contacts:
Brian Callahan
Pegasystems
brian.callahan@pega.com
(617) 866-6364
Twitter: @pegasystems

Erica Burns

PAN Communications

pega@pancomm.com

(978) 474-1900

Derek Van Bronkhorst
Chordiant Software
Derek.vanbronkhorst@chordiant.com
(408) 517-6219

Mo Mohmoud

Eastwick Communications

Chordiant@eastwick.com

(650) 480-4058

All trademarks are the property of their respective owners.

The Morgan Stanley Technology, Media & Telecom conference is being held March 1-4th at the Palace Hotel in San Francisco, CA. Chairman and Chief Executive Officer Steve Springsteel and Chief Financial Officer Peter Norman will host a session on Monday, March 1st at 1:35 p.m. PT.

The 8th Annual Wedbush Morgan NYC MAC Conference is is being held March 10-11th at the The Parker Meridien Hotel in New York, NY.  Chairman and Chief Executive Officer Steve Springsteel and Chief Financial Officer Peter Norman will host a session on Thursday, March 11th at 3:30 p.m. ET.

A live audio webcast of the sessions will be available for 30 days. To join the live presentation online or access the webcast replay, please visit the investor relations section of Chordiant’s website at http://chrd.client.shareholder.com/events.cfm.

About Chordiant Software, Inc.
Chordiant Software optimizes the customer experience to help global brands multiply customer lifetime value.  Chordiant arms marketing, customer service and customer loyalty executives with a suite of intelligent conversation management applications to deliver an order of magnitude improvement in customer experience.  By maximizing the value of every conversation across all channels, Chordiant enables today’s fast-paced brands to engage more effectively with customers and quickly measure whether business strategies are succeeding, resulting in faster acquisition, improved competitiveness, less churn, and superior customer service.  For more information please visit www.chordiant.com.

Cautionary Note Regarding Forward Looking Statements
This Press Release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the Company’s expectations of its financial results in fiscal year 2010.  Forward-looking statements are generally identified by words such as “believes,” ”expects,” “guidance,” and similar expressions.  There are a number of important factors that could cause the results or outcomes discussed herein to differ materially from those indicated by these forward-looking statements.  Such risks and uncertainties include, but are not limited to, whether the Company is able to close license and services transactions with new and existing customers and achieve its bookings and revenue targets; fluctuations in customer spending, particularly in the financial services and insurance industries, due to consolidation, economic, geopolitical and other factors; and the Company’s dependence on a small number of customers for a substantial portion of its revenue.  These and other risks are set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2009 and Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2009.  These filings are available on a website maintained by the Securities and Exchange Commission at http://www.sec.gov.  The forward-looking statements and risks stated in this Press Release are based on information available to the Company today.  The Company assumes no obligation to update them.

Chordiant and the Chordiant logo are registered trademarks of Chordiant Software, Inc.  Next-Best-Action, Cx and CxM are trademarks of Chordiant Software, Inc.  All other trademarks and registered trademarks are the properties of their respective owners.

Chordiant Media Relations Contacts:
Mo Mahmoud
Eastwick Communications
+1 (650) 480-4058
Chordiant@eastwick.com

Louisa Excell
Hotwire
+44 (0)20 7608 8350
Chordiant@hotwirepr.com

Chordiant Investor Relations Contact:
Karen Haus or Daniel Wood
Market Street Partners
+1 (415) 445-3238
chrd@marketstreetpartners.com

CUPERTINO, Calif.–Chordiant Software, Inc. (Nasdaq: CHRD), the leading provider of Customer Experience (Cx™) software and services that help global brands multiply customer lifetime value, today announced its financial results for the first quarter of fiscal year 2010 ended December 31, 2009, and filed its Quarterly Report on Form 10-Q with the Securities and Exchange Commission.

First Quarter Fiscal Year 2010 Financial Highlights

• Total revenues of $22.2 million;
• License revenues of $7.4 million;
• Generally Accepted Accounting Principles (“GAAP”) net loss of $1.0 million, or $0.03 per basic share;
• Non-GAAP net income of $1.2 million, or $0.04 per fully-diluted share;
• Total bookings of $22.8 million;
• Ending backlog of $44.1 million;
• Ending cash, cash equivalents and restricted cash of $50.7 million; and
• Ending marketable securities balance of $1.7 million.

First Quarter Fiscal Year 2010 Business Highlights

• Closed two license transactions in excess of $1 million each;
• Received 7 maintenance renewals in excess of $300,000 each, including 3 in excess of $1 million;
• Named to FinTech 100’s rankings of top global technology providers to the financial services industry for the 6^th consecutive year, every year since the list’s inception; and
• Released new versions of our Decision Management Suite of Solutions, Chordiant Decision Management 6.3.1 and Recommendation Advisor 6.3.

“I am pleased with Chordiant’s execution this quarter, highlighted by sequential increases in both bookings and revenue, strong operating cash flows and a return to non-GAAP profitability,” said Steve Springsteel, Chairman, President and Chief Executive Officer. “Companies increasingly rely on Chordiant as a partner to help drive business value from every customer interaction through the use of our market leading technology. Chordiant solutions enable more robust customer strategies such as retention, service and cross-sell/up-sell, which are at the heart of optimizing the customer experience.”

First Quarter Fiscal Year 2010 Financial Results

Total revenues for the first quarter of fiscal year 2010 were $22.2 million, compared to $15.2 million in the prior quarter and $23.4 million in the first quarter of fiscal year 2009.

License revenues for the first quarter of fiscal year 2010 were $7.4 million, compared to $2.1 million in the prior quarter and $7.9 million in the first quarter of fiscal year 2009. Service revenues for the first quarter of fiscal year 2010 were $14.8 million, compared to $13.2 million in the prior quarter and $15.4 million in the first quarter of fiscal year 2009.

Chordiant reported a GAAP net loss of $1.0 million, or a GAAP loss per basic share of $0.03, for the first quarter of fiscal year 2010, compared to a GAAP net loss of $2.7 million, or a GAAP loss per basic share of $0.09 for the first quarter of fiscal year 2009.

Chordiant reported non-GAAP net income of $1.2 million, or non-GAAP earnings per fully-diluted share of $0.04, for the first quarter of fiscal year 2010, compared to non-GAAP net income of $0.6 million, or non-GAAP earnings per fully-diluted share of $0.02, for the first quarter of fiscal year 2009. Non-GAAP net income and non-GAAP net loss exclude stock-based compensation expense, the amortization of purchased intangible assets, restructuring and other non-recurring charges, the non-cash tax expense (benefit) relating to net operating loss carry-forwards, and professional service fees associated with targeted acquisition activity.

Deferred Revenue

Deferred revenue at the end of the first quarter of fiscal year 2010 was $40.9 million, an increase of $2.9 million as compared to the ending balance of $38.0 million at September 30, 2009, and a decrease of $2.2 million as compared to the ending balance of $43.1 million at the end of the first quarter of fiscal year 2009.

Bookings

Total bookings were $22.8 million for the first quarter of fiscal year 2010, compared to $19.3 million in the prior quarter and $13.6 million in the first quarter of fiscal year 2009.

Backlog of Business

At December 31, 2009, Chordiant’s backlog, which includes deferred revenue, increased to $44.1 million from $43.5 million at the end of the prior quarter. The increase in backlog was related to total orders booked in the first quarter in excess of total revenue recognized.

Cash Position

Chordiant’s cash, cash equivalents, restricted cash and marketable securities position increased by approximately $2.4 million during the quarter to $52.4 million at December 31, 2009, as compared to $50.0 million at September 30, 2009.

Outlook for Fiscal Year 2010

Although the Company is not providing specific bookings, revenue, cash flow or earnings per share guidance, it continues to provide the following basic parameters for its financial performance in fiscal year 2010. We expect:

• the timing of new license bookings to remain unpredictable;
• total license revenues to exceed the total license revenues of fiscal year 2009 of $22.5 million;
• maintenance renewals to be consistent with historical experience of greater than 90%;
• total professional services revenues to exceed the total professional services revenues of fiscal year 2009 of approximately $19 million;
• to be profitable on a non-GAAP basis; and
• to generate positive operating cash flow.

Conference Call and Webcast Information

Chordiant will host a conference call and webcast to discuss its financial results for the first quarter of fiscal year 2010 ended December 31, 2009 today, Thursday, January 28, 2010 at 2:00 p.m. (PT), 5:00 p.m. (ET) and 10:00 p.m. (GMT). To access the live call, please dial 480-629-9835, access code 4199813#. A live audio webcast will be available to investors and the public at the following website: http://chrd.client.shareholder.com/events.cfm.

The webcast will be archived on the Chordiant website. In addition, a telephone replay will be available on Thursday, January 28, 2010, beginning at approximately 4:00 p.m. (PT), 7:00 p.m. (ET), for seven days after the live call. The replay can be accessed by dialing 800-406-7325, access code 4199813#.

About Chordiant Software, Inc.

Chordiant Software optimizes the customer experience to help global brands multiply customer lifetime value. Chordiant arms marketing, customer service and customer loyalty executives with a suite of intelligent conversation management applications to deliver an order of magnitude improvement in customer experience. By maximizing the value of every conversation across all channels, Chordiant enables today’s fast-paced brands to engage more effectively with customers and quickly measure whether business strategies are succeeding, resulting in faster acquisition, improved competitiveness, less churn, and superior customer service. For more information please visit www.chordiant.com.

Cautionary Note Regarding Forward-Looking Statements

This Press Release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the Company’s expectations of its financial results in fiscal year 2010. Forward-looking statements are generally identified by words such as “believes,” “expects,” “guidance,” and similar expressions. There are a number of important factors that could cause the results or outcomes discussed herein to differ materially from those indicated by these forward-looking statements. Such risks and uncertainties include, but are not limited to, whether the Company is able to close license and services transactions with new and existing customers and achieve its bookings and revenue targets; fluctuations in customer spending, particularly in the financial services and insurance industries, due to consolidation, economic, geopolitical and other factors; and the Company’s dependence on a small number of customers for a substantial portion of its revenue. These and other risks are set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2009 and Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2009. These filings are available on a website maintained by the Securities and Exchange Commission at http://www.sec.gov. The forward-looking statements and risks stated in this Press Release are based on information available to the Company today. The Company assumes no obligation to update them.

Chordiant and the Chordiant logo are registered trademarks of Chordiant Software, Inc. Next-Best-Action, Cx and CxM are trademarks of Chordiant Software, Inc. All other trademarks and registered trademarks are the properties of their respective owners.

NON-GAAP FINANCIAL MEASURES

The accompanying press release dated January 28, 2010 contains non-GAAP financial measures. Table C reconciles the non-GAAP financial measures contained in the press release to the most directly comparable financial measures prepared in accordance with GAAP. These non-GAAP financial measures include non-GAAP total cost of revenues, non-GAAP gross profit, non-GAAP income (loss) from operations, non-GAAP net income (loss) and basic and diluted non-GAAP net income (loss) per share.

Chordiant continues to provide all information required in accordance with GAAP and does not suggest or believe non-GAAP financial measures should be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. Chordiant believes that these non-GAAP financial measures provide meaningful supplemental information regarding its operating results primarily because they exclude amounts Chordiant does not consider part of ongoing operating results when assessing the performance of certain functions, certain geographies or certain members of senior management.

The operating budgets of functional managers do not include stock-based compensation expenses, acquisition-related costs, restructuring costs, non-cash tax expense or benefit and certain other excluded items that may impact their functions’ profitability, and accordingly, we exclude these amounts from our measures of functional performance. We also exclude these amounts from our internal planning and forecasting process. We believe that our non-GAAP financial measures also facilitate the comparison of results for current periods and guidance for future periods with results for past periods. We exclude the following items from our non-GAAP financial measures:

Stock-based compensation expense. Our non-GAAP financial measures exclude stock-based compensation expenses, which consist of expenses for stock options, restricted stock and restricted stock units. Additionally, recent comparative periods in certain prior years also included stock-based compensation for certain stock options that were subject to variable accounting. Under variable accounting, movements in the market value of our stock caused significant unpredictable charges or benefits from period to period. The operating budgets of functional or geographic managers do not include stock-based compensation expenses impacting their function’s or geography’s income (loss) and, accordingly, we exclude stock-based compensation expenses from our measures of functional or geographic performance. While stock-based compensation is a significant expense affecting our results of operations, management excludes stock-based compensation from our budget and planning process. We exclude stock-based compensation expenses from our non-GAAP financial measures for these reasons and the other reasons stated above. We compute weighted average dilutive shares using the method required by a Statement of Financial Accounting Standard for both GAAP and non-GAAP diluted net income (loss) per share.

Amortization of purchased intangible assets. In accordance with GAAP, amortization of purchased intangible assets in cost of revenue includes amortization of software and other technology assets related to acquisitions and acquisition-related charges, and in operating expenses includes amortization of other purchased intangible assets such as customer lists and covenants not to compete. Acquisition activities are managed on a corporate-wide basis and the operating budgets of functional or geographic managers do not include acquisition-related costs impacting their function’s income (loss). We exclude these amounts from our budget and planning process. We exclude amortization of intangible assets from our non-GAAP financial measures for these reasons and the other reasons stated above.

Restructuring expense and infrequent charges. Restructuring expense consists of expenses for excess facilities, lease termination costs, and expenses for severance charges related to reductions in our workforce. Infrequent charges relate primarily to severance expense associated with senior executive management. The operating budgets of functional or geographic managers do not include restructuring expenses and infrequent charges or the financial impact to their functions or geographies income (loss). Accordingly, we exclude restructuring expenses and infrequent charges from measures of functional or geographic performance. We also exclude these expenses in non-GAAP financial measures for these reasons and the other reasons stated.

Non-cash tax expense or benefit relating to Net Operating Loss carryforwards. Our non-GAAP financial measures exclude non-cash tax expenses or benefits. These amounts include (i) the income tax benefit in fiscal 2009 (and expense in fiscal 2009) attributable to the release of the valuation allowance on certain post-acquisition net operating losses and (ii) the impact of the utilization of pre- and post-acquisition net operating losses to offset certain income tax expenses expected to arise in future periods directly as a result of the release of the valuation allowance. We exclude these expenses or benefits because they are non-cash expenses or benefits that we believe are not reflective of how we view our operating performance.

Professional service fees associated with targeted acquisition activity. The Company incurred professional services fees related to considerations regarding strategic alternatives. These costs are excluded because the charges are unrelated to the ongoing operation of the business in the ordinary course. Acquisition activities are managed on a corporate-wide basis and the operating budgets of functional or geographic managers do not include acquisition-related costs impacting their function’s income (loss). We exclude these amounts from our budget and planning process. We exclude professional service fees associated with targeted acquisition activity from our non-GAAP financial measures for these reasons and the other reasons stated above.

Chordiant refers to these non-GAAP financial measures in evaluating and measuring the performance of our ongoing operations and for planning and forecasting in future periods. These non-GAAP financial measures also facilitate our internal comparisons to historical operating results. Historically, we have reported similar non-GAAP financial measures and believe that the inclusion of comparative numbers provides consistency in our financial reporting. We compute non-GAAP financial measures using the same consistent method from quarter-to-quarter and year-to-year.

Chordiant believes that non-GAAP measures have significant limitations in that they do not reflect all of the amounts associated with Chordiant’s financial results as determined in accordance with GAAP and that these measures should only be used to evaluate Chordiant’s financial results in conjunction with the corresponding GAAP measures. Because of these limitations, Chordiant qualifies the use of non-GAAP financial information in a statement when non-GAAP information is presented. In addition, the exclusion of the charges and expenses indicated above from the non-GAAP financial measures presented does not indicate an expectation by Chordiant management that similar charges and expenses will not be incurred in subsequent periods.

Financial Tables (PDF format)

Contact:

Chordiant Media Relations:

Eastwick Communications

Mo Mahmoud, +1-650-480-4058

Chordiant@eastwick.com

or

Hotwire

Louisa Excell, +44 (0)20 7608 8350

Chordiant@hotwirepr.com

or

Chordiant Investor Relations:

Market Street Partners

Karen Haus or Daniel Wood, +1-415-445-3238

chrd@marketstreetpartners.com

Steven R. Springsteel, Chairman of the Board, President and Chief Executive Officer of Chordiant, said, “We were surprised by CDC’s proposal given that there has been no prior acquisition-related dialogue between CDC and Chordiant. Notwithstanding that fact, Chordiant’s Board of Directors, with the assistance of its financial and legal advisors, reviewed CDC’s proposal. Our Board unanimously concluded that the proposal undervalues Chordiant’s leading customer experience technology platform and extensive base of enterprise customers. The proposal also does not compare favorably with the value that we expect to deliver to Chordiant shareholders as an independent company. Going forward, consistent with our policy, we do not intend to publicly respond to unsolicited acquisition proposals.”

Morgan Stanley & Co. Incorporated is acting as financial advisor to Chordiant and Cooley Godward Kronish LLP is acting as legal advisor.

Chordiant plans to announce the financial results for its most recently completed quarter ended December 31, 2009 on Thursday, January 28, 2010.

About Chordiant Software, Inc.
Chordiant Software optimizes the customer experience to help global brands multiply customer lifetime value. Chordiant arms marketing, customer service and customer loyalty executives with a suite of intelligent conversation management applications to deliver an order of magnitude improvement in customer experience. By maximizing the value of every conversation across all channels, Chordiant enables today’s fast-paced brands to engage more effectively with customers and quickly measure whether business strategies are succeeding, resulting in faster acquisition, improved competitiveness, less churn, and superior customer service. For more information please visit www.chordiant.com.

Cautionary Note Regarding Forward Looking Statements
This Press Release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the value that Chordiant expects to deliver to its shareholders as an independent company. Forward-looking statements are generally identified by words such as “believes,” “expects,” “guidance,” and similar expressions. There are a number of important factors that could cause the results or outcomes discussed herein to differ materially from those indicated by these forward-looking statements. Such risks and uncertainties include, but are not limited to, whether the Company is able to close license and services transactions with new and existing customers and achieve its bookings and revenue targets; fluctuations in customer spending, particularly in the financial services and insurance industries, due to consolidation, economic, geopolitical and other factors; and the Company’s dependence on a small number of customers for a substantial portion of its revenue. These and other risks are set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2009. These filings are available on a website maintained by the Securities and Exchange Commission at http://www.sec.gov. The forward-looking statements and risks stated in this Press Release are based on information available to the Company today. The Company assumes no obligation to update them.

Chordiant and the Chordiant logo are registered trademarks of Chordiant Software, Inc. The Customer Experience Company, Cx and CxM are trademarks of Chordiant Software, Inc. All other trademarks and registered trademarks are the properties of their respective owners.

Contact:
Chordiant Media Relations

Contacts
Eastwick Communications
Mo Mahmoud, +1 650-480-4058
Chordiant@eastwick.com

or
Hotwire
Louisa Excell, +44 (0)20 7608 8350
Chordiant@hotwirepr.com

or

Chordiant Investor Relations Contact:

Market Street PartnersKaren Haus or Daniel Wood, +1 415-445-3238
chrd@marketstreetpartners.com

Chordiant’s will host an investor conference call and webcast on Thursday, January 28th at 2:00 p.m. Pacific Time, 5:00 p.m. Eastern Time. Participating in this event will be Steven R. Springsteel, Chairman and Chief Executive Officer and Peter Norman, Chief Financial Officer. A news release discussing the financial results will be issued after the close of the market the same day.

Webcast Access
A live webcast of the first quarter fiscal year 2010 financial results conference call will be available at the investor relations section of Chordiant’s website at http://chrd.client.shareholder.com/events.cfm, and will be available in the same location on an archived basis thereafter.

About Chordiant Software, Inc.
Chordiant Software optimizes the customer experience to help global brands multiply customer lifetime value.  Chordiant arms marketing, customer service and customer loyalty executives with a suite of intelligent conversation management applications to deliver an order of magnitude improvement in customer experience.  By maximizing the value of every conversation across all channels, Chordiant enables today’s fast-paced brands to engage more effectively with customers and quickly measure whether business strategies are succeeding, resulting in faster acquisition, improved competitiveness, less churn, and superior customer service.  For more information please visit www.chordiant.com.

Cautionary Note Regarding Forward Looking Statements
This Press Release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the Company’s perception of software IT spending and customer activity levels.  Forward-looking statements are generally identified by words such as “believes,” ”expects,” “guidance,” and similar expressions.  There are a number of important factors that could cause the results or outcomes discussed herein to differ materially from those indicated by these forward-looking statements.  Such risks and uncertainties include, but are not limited to, whether the Company is able to close license and services transactions with new and existing customers and achieve its bookings and revenue targets; fluctuations in customer spending, particularly in the financial services and insurance industries, due to consolidation, economic, geopolitical and other factors; and the Company’s dependence on a small number of customers for a substantial portion of its revenue.  These and other risks are set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2009.  These filings are available on a website maintained by the Securities and Exchange Commission at http://www.sec.gov.  The forward-looking statements and risks stated in this Press Release are based on information available to the Company today.  The Company assumes no obligation to update them.

Chordiant and the Chordiant logo are registered trademarks of Chordiant Software, Inc.  The Customer Experience Company, Cx and CxM are trademarks of Chordiant Software, Inc. All other trademarks and registered trademarks are the properties of their respective owners.

Chordiant Media Relations Contacts:
Mo Mahmoud
Eastwick Communications
+1 (650) 480-4058
Chordiant@eastwick.com

Louisa Excell
Hotwire
+44 (0)20 7608 8350
Chordiant@hotwirepr.com

Chordiant Investor Relations Contact:
Karen Haus or Daniel Wood
Market Street Partners
+1 (415) 445-3238
chrd@marketstreetpartners.com

Chordiant is the owner of 1.95 million shares of KANA stock, representing approximately 4.7% of the total shares outstanding of KANA.  Of those shares, 4.1% were owned by Chordiant as of the record date set by KANA for the meeting at which KANA shareholders are being asked to vote on the proposed sale of substantially all of KANA’s assets to Kay Technology Corp.

According to Steven R. Springsteel, Chairman, President and Chief Executive Officer of Chordiant, “Chordiant intends to vote against the proposed sale.”  He explained that “we know KANA extremely well as a fellow vendor to many customers that we have in common.  We do not believe that the KANA shareholders are best served by this transaction in which KANA shareholders are left with a company consisting of a pool of cash with undefined direction and management.  As disclosed in KANA’s proxy statement, Chordiant, or Company “B,” offered an alternative to the current asset transaction which the KANA Board rejected.  We believe there are available alternatives more favorable to KANA shareholders if the proposed asset sale is not approved by the KANA shareholders.”

 About Chordiant Software, Inc.
Chordiant Software optimizes the customer experience to help global brands multiply customer lifetime value.  Chordiant arms marketing, customer service and customer loyalty executives with a suite of intelligent conversation management applications to deliver an order of magnitude improvement in customer experience.  By maximizing the value of every conversation across all channels, Chordiant enables today’s fast-paced brands to engage more effectively with customers and quickly measure whether business strategies are succeeding, resulting in faster acquisition, improved competitiveness, less churn, and superior customer service.  For more information please visit www.chordiant.com.

Cautionary Note Regarding Forward Looking Statements
This Press Release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the Company’s perception of software IT spending and customer activity levels.  Forward-looking statements are generally identified by words such as “believes,” ”expects,” “guidance,” and similar expressions.  There are a number of important factors that could cause the results or outcomes discussed herein to differ materially from those indicated by these forward-looking statements.  Such risks and uncertainties include, but are not limited to, whether the Company is able to close license and services transactions with new and existing customers and achieve its bookings and revenue targets; fluctuations in customer spending, particularly in the financial services and insurance industries, due to consolidation, economic, geopolitical and other factors; and the Company’s dependence on a small number of customers for a substantial portion of its revenue.  These and other risks are set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2009.  These filings are available on a website maintained by the Securities and Exchange Commission at http://www.sec.gov.  The forward-looking statements and risks stated in this Press Release are based on information available to the Company today.  The Company assumes no obligation to update them.

Chordiant and the Chordiant logo are registered trademarks of Chordiant Software, Inc.  The Customer Experience Company, Cx and CxM are trademarks of Chordiant Software, Inc. All other trademarks and registered trademarks are the properties of their respective owners.

Chordiant Media Relations Contacts:
Mo Mahmoud
Eastwick Communications
+1 (650) 480-4058
Chordiant@eastwick.com

Louisa Excell
Hotwire
+44 (0)20 7608 8350
Chordiant@hotwirepr.com

Chordiant Investor Relations Contact:
Karen Haus or Daniel Wood
Market Street Partners
+1 (415) 445-3238
chrd@marketstreetpartners.com

Cupertino, Calif.—November 19, 2009 — Chordiant Software, Inc. (Nasdaq: CHRD), the leading provider of Customer Experience (Cx™) software and services, today announced its financial results for the fourth quarter and fiscal year 2009 ended September 30, 2009, and filed its Annual Report on Form 10-K with the Securities and Exchange Commission.

Fourth Quarter Fiscal Year 2009 Financial Highlights

• Total revenues of $15.2 million;
• License revenues of $2.1 million;
• Generally Accepted Accounting Principles (“GAAP”) net loss of $4.5 million, or $0.15 per basic share;
• Non-GAAP net loss of $2.5 million, or $0.08 per basic share;
• Total bookings of $19.3 million;
• Ending backlog of $43.5 million; and
• Ending cash, cash equivalents and restricted cash of $50.0 million.

Fiscal Year 2009 Financial Highlights

• Total revenues of $77.5 million;
• License revenues of $22.5 million;
• GAAP net loss of $10.8 million, or $0.36 per basic share;
• Non-GAAP net loss of $1.7 million, or $0.06 per basic share; and
• Total bookings of $54.8 million.

Fiscal Year 2009 Business Highlights

• Closed five license transactions in excess of $1 million, including one license transaction in excess of $1 million during the fourth quarter;
• Received 23 maintenance renewals in excess of $300,000 each, including 7 in excess of $1 million each;
• Continued to release next generation products with Chordiant Cx Visual Business Director and Chordiant Collections 3.0;
• Launched the new Chordiant Cx Solution Suite making it easier than ever to implement Chordiant solutions in a standalone offering or on top of competitor offerings;
• Released Chordiant Marketing Director 6.4; and
• Named to Software Magazine’s 27^th Annual Software 500 ranking for the 8^th consecutive year.

“We believe that software IT spend is continuing to stabilize and I am encouraged by recent upticks in customer activity levels,” said Steve Springsteel, Chairman, President and Chief Executive Officer. “Fiscal 2010 is already off to a solid start, as we have already closed one seven figure transaction in the first quarter. We believe that with continually improving macroeconomic conditions, Chordiant is well positioned for growth through solutions which exhibit strong ROI and therefore deliver compelling business value to our customers.”

Fourth Quarter Fiscal Year 2009 Financial Results

Total revenues for the fourth quarter of fiscal year 2009 were $15.2 million, compared to $20.9 million in the prior quarter and $28.4 million in the fourth quarter of fiscal year 2008.

License revenues for the fourth quarter of fiscal year 2009 were $2.1 million, compared to $8.2 million in the prior quarter and $9.5 million in the fourth quarter of fiscal year 2008. Service revenues for the fourth quarter of fiscal year 2009 were $13.2 million, compared to $12.7 million in the prior quarter and $18.9 million in the fourth quarter of fiscal year 2008.

Chordiant reported a GAAP net loss of $4.5 million, or a GAAP loss per basic share of $0.15, for the fourth quarter of fiscal year 2009, compared to GAAP net income of $1.3 million, or GAAP earnings per fully-diluted share of $0.04 for the fourth quarter of fiscal year 2008.

Chordiant reported a fourth quarter fiscal year 2009 non-GAAP net loss of $2.5 million, or a non-GAAP loss per basic share of $0.08, compared to non-GAAP net income of $1.7 million, or non-GAAP earnings per fully-diluted share of $0.05, for the fourth quarter of fiscal year 2008.  Non-GAAP net income and non-GAAP net loss exclude stock-based compensation expense, the amortization of purchased intangible assets, and the non-cash tax expense (benefit) relating to net operating loss carry-forwards.

Deferred Revenue

Deferred revenue at the end of the fourth quarter and fiscal year 2009 was $38.0 million, an increase of $1.2 million as compared to the ending balance of $36.8 million at June 30, 2009, and a decrease of $8.3 million compared to the ending balance of $46.3 million at the end of fiscal year 2008.

Bookings

Total bookings were $19.3 million for the fourth quarter of fiscal year 2009, compared to $13.5 million in the prior quarter and $14.4 million in the fourth quarter of fiscal year 2008.

Backlog of Business

At September 30, 2009, Chordiant’s backlog, which includes deferred revenue, increased to $43.5 million from $39.5 million at the end of the prior quarter.  The increase in backlog was related to total orders booked in the fourth quarter in excess of total revenue recognized.

Cash Position

Chordiant’s cash, cash equivalents, restricted cash and marketable securities position decreased by approximately $6.7 million during the quarter to $50.0 million at September 30, 2009, as compared to $56.7 million at June 30, 2009.

Fiscal Year 2009 Financial Results

Total revenues for fiscal year 2009 were $77.5 million, compared to a $113.0 million for fiscal year 2008.

License revenues for fiscal year 2009 were $22.5 million, compared to $34.1 million for fiscal year 2008. Service revenues for fiscal year 2009 were $55.0 million, compared to $78.9 million for fiscal year 2008.

Chordiant reported a GAAP net loss of $10.8 million, or a GAAP loss of $0.36 per basic share, for fiscal year 2009, compared to GAAP net income of $1.1 million, or GAAP earnings per fully diluted share of $0.03, for fiscal year 2008.

Chordiant reported a fiscal year 2009 non-GAAP net loss of $1.7 million, or a non-GAAP loss per basic share of $0.06, compared to non-GAAP net income of $5.9 million, or non-GAAP earnings per fully diluted share of $0.18, for fiscal year 2008.  Non-GAAP net income and non-GAAP net loss exclude stock-based compensation expense, restructuring expenses, the amortization of purchased intangible assets and the non-cash tax expense (benefit) relating to net operating loss carry-forwards.

Outlook for Fiscal Year 2010

Although the Company is not providing specific bookings, revenue, cash flow or earnings per share guidance, it is providing the following basic parameters for its financial performance in fiscal year 2010.  We expect:

• the timing of new license bookings to remain unpredictable;
• total license revenues to exceed the total license revenues of fiscal year 2009 of $22.5 million;
• maintenance renewals to be consistent with historical experience of greater than 90%;
• total professional services revenues to exceed the total professional services revenues of fiscal year 2009 of approximately $19 million;
• to return to non-GAAP profitability; and
• to generate positive operating cash flow.

Conference Call and Webcast Information

Chordiant will host a conference call and webcast to discuss its financial results for the fourth quarter and fiscal year 2009 ended September 30, 2009 today, Thursday, November 19, 2009 at 2:00 p.m. (PT), 5:00 p.m. (ET) and 10:00 p.m. (GMT). A live audio webcast will be available to investors and the public at the following website: http://chrd.client.shareholder.com/events.cfm.

The webcast will be archived on the Chordiant website.  In addition, a telephone replay will be available on Thursday, November 19, 2009, beginning at approximately 4:00 p.m. (PT), 7:00 p.m. (ET), for seven days after the live call.  The replay can be accessed by dialing (800) 406-7325, access code 4184420#.

About Chordiant Software, Inc.

Chordiant Software optimizes the customer experience to help global brands multiply customer lifetime value.  Chordiant arms marketing, customer service and customer loyalty executives with a suite of intelligent conversation management applications to deliver an order of magnitude improvement in customer experience.  By maximizing the value of every conversation across all channels, Chordiant enables today’s fast-paced brands to engage more effectively with customers and quickly measure whether business strategies are succeeding, resulting in faster acquisition, improved competitiveness, less churn, and superior customer service.  For more information please visit www.chordiant.com.

Cautionary Note Regarding Forward Looking Statements

This Press Release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the Company’s perception of software IT spending and customer activity levels.  Forward-looking statements are generally identified by words such as “believes,” ”expects,” “guidance,” and similar expressions.  There are a number of important factors that could cause the results or outcomes discussed herein to differ materially from those indicated by these forward-looking statements.  Such risks and uncertainties include, but are not limited to, whether the Company is able to close license and services transactions with new and existing customers and achieve its bookings and revenue targets; fluctuations in customer spending, particularly in the financial services and insurance industries, due to consolidation, economic, geopolitical and other factors; and the Company’s dependence on a small number of customers for a substantial portion of its revenue.  These and other risks are set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2009.  These filings are available on a website maintained by the Securities and Exchange Commission at http://www.sec.gov. The forward-looking statements and risks stated in this Press Release are based on information available to the Company today.  The Company assumes no obligation to update them.

Chordiant and the Chordiant logo are registered trademarks of Chordiant Software, Inc. The Customer Experience Company, Cx and CxM are trademarks of Chordiant Software, Inc. All other trademarks and registered trademarks are the properties of their respective owners.

NON-GAAP FINANCIAL MEASURES
The accompanying press release dated November 19, 2009 contains non-GAAP financial measures.  Table C reconciles the non-GAAP financial measures contained in the press release to the most directly comparable financial measures prepared in accordance with GAAP.  These non-GAAP financial measures include non-GAAP total cost of revenues, non-GAAP gross profit, non-GAAP income (loss) from operations, non-GAAP net income (loss) and basic and diluted non-GAAP net income (loss) per share.

Chordiant continues to provide all information required in accordance with GAAP and does not suggest or believe non-GAAP financial measures should be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP.  Chordiant believes that these non-GAAP financial measures provide meaningful supplemental information regarding its operating results primarily because they exclude amounts Chordiant does not consider part of ongoing operating results when assessing the performance of certain functions, certain geographies or certain members of senior management.

The operating budgets of functional managers do not include stock-based compensation expenses, acquisition-related costs, restructuring costs, non-cash tax expense or benefit and certain other excluded items that may impact their functions’ profitability, and accordingly, we exclude these amounts from our measures of functional performance.  We also exclude these amounts from our internal planning and forecasting process.  We believe that our non-GAAP financial measures also facilitate the comparison of results for current periods and guidance for future periods with results for past periods.  We exclude the following items from our non-GAAP financial measures:

Stock-based compensation expense. Our non-GAAP financial measures exclude stock-based compensation expenses, which consist of expenses for stock options, restricted stock and restricted stock units.  Additionally, recent comparative periods in certain prior years also included stock-based compensation for certain stock options that were subject to variable accounting.  Under variable accounting, movements in the market value of our stock caused significant unpredictable charges or benefits from period to period.  The operating budgets of functional or geographic managers do not include stock-based compensation expenses impacting their function’s or geography’s income (loss) and, accordingly, we exclude stock-based compensation expenses from our measures of functional or geographic performance.  While stock-based compensation is a significant expense affecting our results of operations, management excludes stock-based compensation from our budget and planning process.  We exclude stock-based compensation expenses from our non-GAAP financial measures for these reasons and the other reasons stated above.  We compute weighted average dilutive shares using the method required by a Statement of Financial Accounting Standard for both GAAP and non-GAAP diluted net income (loss) per share.

Amortization of purchased intangible assets. In accordance with GAAP, amortization of purchased intangible assets in cost of revenue includes amortization of software and other technology assets related to acquisitions and acquisition-related charges, and in operating expenses includes amortization of other purchased intangible assets such as customer lists and covenants not to compete.  Acquisition activities are managed on a corporate-wide basis and the operating budgets of functional or geographic managers do not include acquisition-related costs impacting their function’s income (loss).  We exclude these amounts from our budget and planning process.  We exclude amortization of intangible assets from our non-GAAP financial measures for these reasons and the other reasons stated above.

Restructuring expense and infrequent charges. Restructuring expense consists of expenses for excess facilities, lease termination costs, and expenses for severance charges related to reductions in our workforce. Infrequent charges relate primarily to severance expense associated with senior executive management.  The operating budgets of functional or geographic managers do not include restructuring expenses and infrequent charges or the financial impact to their functions or geographies income (loss).  Accordingly, we exclude restructuring expenses and infrequent charges from measures of functional or geographic performance.  We also exclude these expenses in non-GAAP financial measures for these reasons and the other reasons stated.

Non-cash tax expense or benefit relating to Net Operating Loss carryforwards. Our non-GAAP financial measures exclude non-cash tax expenses or benefits.  These amounts include (i) the income tax benefit in fiscal 2008 (and expense in fiscal 2009) attributable to the release of the valuation allowance on certain post-acquisition net operating losses and (ii) the impact of the utilization of pre- and post-acquisition net operating losses to offset certain income tax expenses expected to arise in future periods directly as a result of the release of the valuation allowance.  We exclude these expenses or benefits because they are non-cash expenses or benefits that we believe are not reflective of how we view our operating performance.

Chordiant refers to these non-GAAP financial measures in evaluating and measuring the performance of our ongoing operations and for planning and forecasting in future periods.  These non-GAAP financial measures also facilitate our internal comparisons to historical operating results.  Historically, we have reported similar non-GAAP financial measures and believe that the inclusion of comparative numbers provides consistency in our financial reporting.  We compute non-GAAP financial measures using the same consistent method from quarter-to-quarter and year-to-year.

Chordiant believes that non-GAAP measures have significant limitations in that they do not reflect all of the amounts associated with Chordiant’s financial results as determined in accordance with GAAP and that these measures should only be used to evaluate Chordiant’s financial results in conjunction with the corresponding GAAP measures.  Because of these limitations, Chordiant qualifies the use of non-GAAP financial information in a statement when non-GAAP information is presented.  In addition, the exclusion of the charges and expenses indicated above from the non-GAAP financial measures presented does not indicate an expectation by Chordiant management that similar charges and expenses will not be incurred in subsequent periods.

Financial Tables (PDF format) 

Chordiant Media Relations Contacts

Mo Mahmoud
Eastwick Communications
+1 (650) 480-4058
Chordiant@eastwick.com

Louisa Excell
Hotwire
44 (0)20 7608 8350
Chordiant@hotwirepr.com

Chordiant Investor Relations Contact:<br>
Karen Haus or Daniel Wood
Market Street Partners
+1 (415) 445-3238
chrd@marketstreetpartners.com