Item 2.02. Results of Operations and Financial Condition.

On November 1, 2012, PROS Holdings, Inc. ("the Company") issued a press release announcing financial results for its quarter ended September 30, 2012. A copy of the press release, dated as of November 1, 2012, is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The press release contains forward looking statements regarding the Company and includes cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated.
The information in this Current Report, including the exhibit attached hereto, shall not be deemed "filed" with the Securities and Exchange Commission for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any registration statement or other document filed with the Securities and Exchange Commission by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing. Item 9.01. Financial Statements and Exhibits
(d) Exhibits
99.1 Press release dated November 1, 2012.

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