10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended October 31, 2006
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                      .

Commission File Number 0-13351

NOVELL, INC.

(Exact name of registrant as specified in its charter)

Delaware	87-0393339
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

404 Wyman Street, Suite 500

Waltham, MA 02451

(Address of principal executive offices including zip code)

(781) 464-8000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Each Exchange on Which Registered
Common Stock, par value $.10 per share	The NASDAQ Stock Market LLC (NASDAQ Global Select Market)

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes o     No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes o     No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.  Yes o     No þ

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  o

The aggregate market value of the registrant’s common stock held by non-affiliates as of April 30, 2006 (based on the last reported sales price of the common stock on the NASDAQ Global Select Market on such date) was $2,100,323,354. For purposes of this disclosure, shares of common stock held by persons who hold more than 5% of the outstanding common stock and common stock held by executive officers and directors of the registrant have been excluded because such persons are deemed to be “affiliates” as that term is defined under the rules and regulations promulgated under the Securities Act of 1933. This determination is not necessarily conclusive for other purposes.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act)

Large Accelerated Filer þ     Accelerated Filer o     Non-Accelerated Filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act)  Yes o     No þ

As of April 30, 2007 there were 346,742,418 shares of the registrant’s common stock outstanding.

NOVELL, INC.

TABLE OF CONTENTS

		Page
	Explanatory Note		ii
PART I
Item 1.	Business		1
Item 1A.	Risk Factors		14
Item 1B.	Unresolved Staff Comments		21
Item 2.	Properties		21
Item 3.	Legal Proceedings		22
Item 4.	Submission of Matters to a Vote of Security Holders		24
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities		25
Item 6.	Selected Financial Data		26
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		27
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		56
Item 8.	Financial Statements and Supplementary Data		58
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		124
Item 9A.	Controls and Procedures		124
Item 9B.	Other Information		125
PART III
Item 10.	Directors and Executive Officers of the Registrant		126
Item 11.	Executive Compensation		134
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		140
Item 13.	Certain Relationships and Related Transactions and Director Independence		142
Item 14.	Principal Accountant Fees and Services		142
PART IV
Item 15.	Exhibits and Financial Statement Schedules		144
EXHIBIT 10.28
EXHIBIT 10.29
EXHIBIT 10.30
EXHIBIT 10.31
EXHIBIT 10.32
EXHIBIT 10.33
EXHIBIT 10.34
EXHIBIT 10.35
EXHIBIT 10.36
EXHIBIT 21
EXHIBIT 23.1
EXHIBIT 23.2
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32.1
EXHIBIT 32.2

i

EXPLANATORY NOTE

On May 23, 2007, we announced that we had completed our self-initiated, voluntary review of our historical stock-based compensation practices and determined the related accounting impact. The review was conducted under the direction of the Audit Committee of our Board of Directors, who engaged the law firm of Cahill Gordon & Reindel LLP, with whom we previously had no relationship, as independent outside legal counsel to assist in conducting the review. The scope of the review covered approximately 400 grant actions (on approximately 170 grant dates) from November 1, 1996 through September 12, 2006. Within these pools of grants are more than 58,000 individual grants. In total, the review encompassed awards relating to more than 230 million shares of common stock granted over the ten-year period. As a result of the review, we delayed the filing of our Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2006 and January 31, 2007 and our Annual Report on Form 10-K for the fiscal year ended October 31, 2006. Simultaneous with this filing, we are filing our other delinquent reports.

The Audit Committee, together with its independent outside legal counsel, did not find any evidence of intentional wrongdoing by any former or current Novell employees, officers or directors. We have determined, however, that we utilized incorrect measurement dates for some of the stock-based compensation awards granted during the review period.

In light of the above findings, stock-based compensation expense in a cumulative after-tax amount of approximately $19 million should have been reported in our consolidated financial statements during the period from fiscal 1997 through 2005. We have determined, however, that the amounts of stock-based compensation expense that should have been recognized in each of the applicable historical periods, including the interim periods of fiscal 2005 and 2006, were not material to those periods on either a quantitative or qualitative basis. Therefore, we will not restate our consolidated financial statements for prior periods.

We implemented the guidance applicable to the initial adoption of Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” as of November 1, 2005. Accordingly, our financial statements for the 2006 fiscal year, included in this report, reflect cumulative adjustments of approximately $19 million for unrecorded stock-based compensation expense, and related income tax effects, as a decrease to retained earnings as of November 1, 2005, the beginning of our 2006 fiscal year. The adjustment to retained earnings will reduce retained earnings as of the beginning of the 2006 fiscal year from $984 million to $965 million, or a reduction of two percent.

ii

NOVELL, INC.

FORM 10-K

This Annual Report on Form 10-K contains certain 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. All statements, other than statements of historical fact, regarding our strategy, future operations, financial position, estimated revenue, projected costs, projected savings, prospects, plans, opportunities and objectives constitute “forward-looking statements.” The words “may,” “will,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “potential,” or “continue” and similar types of expressions identify forward-looking statements, although not all such statements contain these identifying words. These forward-looking statements are based upon information that is currently available to us and/or management’s current expectations, speak only as of the date hereof, and are subject to risks and uncertainties. We expressly disclaim any obligation, except as required by law, or undertaking to update or revise any forward-looking statements contained or incorporated by reference herein to reflect any change or expectations with regard thereto or to reflect any change in events, conditions, or circumstances on which any such forward-looking statement is based, in whole or in part. Our actual results may differ materially from the results discussed in or implied by such forward-looking statements. We are subject to a number of risks, some of which may be similar to those of other companies of similar size in our industry, including pre-tax losses, rapid technological changes, competition, limited number of suppliers, customer concentration, failure to successfully integrate acquisitions, adverse government regulations, failure to manage international activities, and loss of key individuals. Risks that may affect our operating results include, but are not limited to, those discussed in Part I Item 1A, titled “Risk Factors.” Readers should carefully review the risk factors described in this document and in other documents that we file from time to time with the Securities and Exchange Commission.

PART I

Item 1.   Business

The Company

Novell develops, implements, and supports proprietary, mixed source and open source software for use in business solutions. With approximately 4,500 employees in over 80 offices worldwide, we provide customers with enterprise infrastructure software and a full range of training and support services. Our products enable customers to solve business challenges by maximizing the effectiveness of their information technology (“IT”) environments.

Incorporated in January 25, 1983, Novell has a 24-year history of innovation and industry leadership, enabling customers to build their own ‘Open Enterprise’ by adding the strength, flexibility and economy of open source software to their existing IT infrastructures. We offer an open source platform along with fully integrated systems management and security and identity solutions. Our specific offerings include identity and access management products, resource management products, SUSE^® Linux Enterprise Server (“SLES”), Open Enterprise Server, NetWare^®, and Collaboration products on several operating systems, including Linux, NetWare, Windows, and Unix. These technologies allow us to help customers manage both our open source platform and the other heterogeneous components of their IT infrastructures.

By delivering these technology solutions to our customers, we help them drive increased performance from their IT infrastructures at a reduced cost and with lower risk. In doing so, we give our customers more time to focus on innovation and growth in their core businesses.

To help ensure customer success, we offer customers extensive technical support and training through our worldwide support network. We also have strong partnerships in place with application providers, hardware and software vendors, and consultants and systems integrators. With our open source platform, enterprise infrastructure software, and global network of partners, we offer full solutions to our customers, regardless of their size or location.

Novell annual report 2006 1

Our software solutions are grouped into three main solution categories: systems, security and identity management, open platform solutions, and workspace solutions. In addition, we offer worldwide IT consulting, training and technical support services. Following are descriptions of these categories.

Systems, Security and Identity Management.  Our systems, security, and identity management products include applications that offer broad capabilities for automating the management of IT resources. This group of Novell^® solutions creates and assigns digital identities to IT resources, and protects those resources from unauthorized use. They also manage and track the use of IT assets and report on that usage for auditing, billing and compliance reporting purposes. Among other benefits, customers use these solutions to:

•  Automate the management of IT assets, including servers, desktops, laptops and hand-held devices, through their entire lifecycle with device location tracking, utilization reporting and routing administrative tasks.

•  Lower the total cost of ownership of desktops and laptops through automated machine configuration and software patch management across the enterprise.

•  Reduce the complexity and costs of managing users and their access to systems through instant provisioning of new employees, streamlined authentication and authorization, and centrally managed access policies.

•  Secure enterprise information from unauthorized use through the instant revocation of access rights, the creation of a consistent enterprise-wide security model, and by gaining full visibility into how information, services and resources are being used.

We believe that businesses recognize the need to manage access to their assets, and the use and optimization of those assets, with systems that are driven by business policies. Novell meets this need by offering systems that help customers define, implement and administer business policies across a single enterprise. Novell’s solutions also accommodate customers’ need for increased business agility. By using our products, customers can extend their business processes and systems across organizational and technical boundaries, integrating with the operational environments of their customers, employees, suppliers and partners. This affords organizations the opportunity to make changes to their business operations without incurring the cost of constantly changing individual software application components, and without impacting their business partners.

These identity-based technologies not only regulate user access to data and applications, but are increasingly becoming the basis for securing and managing other information assets, such as mobile computing and communications devices and data center servers. We believe that identity management technologies are increasingly becoming the preferred means by which businesses will efficiently utilize all their IT assets. We have developed products for this market to help our customers take advantage of these opportunities. These products can be deployed across a number of systems, including Linux, NetWare, Windows, and Unix recognizing the heterogeneous nature of today’s IT infrastructures. Our development strategy has been to produce systems, security and identity management technologies as a set of discrete software components that customers can deploy quickly to meet specific business needs. We believe that this approach is far more appealing to customers than the alternative approach of building large, monolithic applications requiring lengthy implementations without any immediate business benefit.

Open Platform Solutions.  Our open platform solutions category includes solutions that offer effective, open and cross-platform approaches to computing, networking and collaboration. Open platform solutions offer operating systems, network services, and workgroup software solutions.

With our open platform solutions, including our Linux-based and other related products, we focus on the substantial growth opportunities presented by enterprise adoption of open source technologies.

The foundation of this category is SUSE Linux Enterprise, our high quality and highly interoperable enterprise computing platform. With its openness, reliability and enterprise-class performance, we refer to SUSE Linux

2 Novell annual report 2006

Enterprise as the Platform for the Open Enterprise. It offers businesses a complete open platform that supports mission-critical applications from the desktop to the data center. Components of this platform include:

•  SUSE Linux Enterprise Server, which handles a variety of server workloads including edge and infrastructure computing, enterprise database deployment, line-of-business applications, and mission-critical software applications.

•  SUSE Linux Enterprise Desktop, which offers a general-purpose desktop computing environment with high usability, a broad range of productivity applications including a full office suite, and advanced graphic capabilities.

A major focus of our open platform solutions is to advance and promote open source computing, with particular emphasis on driving increased enterprise adoption of Linux. We believe that a major shift toward the use of open source software is well underway across many industry segments. This trend is fueled by organizations that are more critically assessing the cost effectiveness of their existing IT infrastructures, evaluating viable open source alternatives, and seeking ways to avoid vendor lock-in.

We believe that we are uniquely positioned to drive the transition to greater use of open source software, as well as to benefit from this trend. Widespread adoption of Linux and open source software was initially hindered by weak technical support, a shortcoming that we are particularly well positioned to address. We leverage our financial stability, experience, and global services and support capabilities to help our customers integrate Linux and other open source software into their existing IT environments.

While the flexibility and cost savings of Linux and open source have made it attractive to enterprise customers, we believe they continue to look to proprietary software vendors to provide applications, management and security solutions. With our SUSE Linux Enterprise platform, our customers can now easily take a cross-platform approach, deploying the best of proprietary and open source software offerings for management and security functionality. We believe that many businesses find value in Novell providing them with a path to a more open, flexible and reliable IT environment, without requiring them to dismantle or disrupt any software or systems they presently have running. For example, we offer solutions today that allow customers to collaborate seamlessly across their Windows and Linux environments. We also provide solutions that enable IT managers to control Linux, NetWare and Windows systems simultaneously, consistently and easily.

Workspace solutions.  Like our open platform solutions, our workspace solutions category also includes solutions that offer effective, open and cross-platform approaches to computing, networking and collaboration. Workspace solutions offer operating systems, network services, and workgroup software solutions. Our workspace solutions category is comprised of proprietary software products that provide customers with powerful solutions that are designed to operate within existing heterogeneous computing environments as well as to provide tools and strategies to allow easy migration between platforms to better fit customers’ technology plans. Our primary server products within this category are Open Enterprise Sever (OES) and NetWare. OES consists of several enterprise-ready, scalable networking and collaboration services. These include file, print, messaging, scheduling and directory-based management modules that allow customers to manage their global computing environment from a single, central console deployed on either of our major operating systems platforms. Our workspace solutions category also includes our GroupWise^® and collaboration technologies, Novell Cluster Services^tm, and BorderManager^®.

Global services and support.  We provide worldwide IT consulting, training and technical support services to address our customers’ needs. Our worldwide IT consulting practice provides the business knowledge and technical expertise our customers need to implement and achieve maximum benefit from our products and solutions. We also offer open source and identity-driven services designed to assist our customers with fast and effective application integration or migration of their existing platforms to Linux.

Through our training services, we offer skills assessments, advanced technical training courses, and customized training directly and through authorized training service partners. We also offer testing and certification programs to systems administrators, engineers, salespeople, and instructors on a wide variety of technologies,

Novell annual report 2006 3

including Linux. In support of our strategy to drive increased enterprise adoption of Linux, we offer the Novell Certified Linux Engineer^sm and Novell Certified Linux Professional^sm programs.

We provide our customers with a global support structure covering proprietary and open source technical support. We deliver our technical support services through a variety of channels, including on-site dedicated resources as well as through telephone, web, e-mail, and remote systems management.

Recent Developments.  In the first quarter of fiscal 2007, we modified our segments to focus on a business unit structure, which will allow us to build upon the progress we have made in strengthening our geographic sales and marketing capabilities and to further increase our market responsiveness. Four of the new business units are based on our product categories, specifically:

•  open platform solutions;

•  systems and resource management;

•  identity and security management; and

•  workgroup.

The final business unit is general business consulting. We believe that this modification created stronger focus on the customer. Each business unit has targets specific to its business in terms of revenue, profit and growth rates. We also believe that process excellence and process consistency are critical to the success of these units. Therefore, each has the same basic structure and main areas of focus: engineering, product management, and product marketing.

With the sizable growth opportunities we see within specific areas of our previous resource management and identity and security management business unit, we now believe a singular focus on the major growth categories within this unit is appropriate and will enable even greater success. Accordingly, we created two separate business units to focus on each of these areas. First, there is the systems and resource management business unit, which focuses on meeting the growing infrastructure management needs of our customers for desktops, networks and servers. This unit includes the entire ZENworks^® product family. Second is the identity and security management business unit that continues to provide advanced, identity-driven solutions to the enterprise market. This unit includes Sentinel^tm, Identity Manager, Novell Access Manager^tm, Secure Login, Novell eDirectory^tm, and Novell Audit.

To further refine our focus on specific growth opportunities, we created two additional business units: open platform solutions and workgroup. The open platform solutions business unit will focus on the unique growth opportunity around open source technologies. This business unit includes SUSE Linux Enterprise, SUSE Linux Enterprise Server, SUSE Linux Enterprise Desktop, and the other Linux-based solutions in our portfolio. The new workgroup business unit will focus on bringing our new technologies for collaboration to both existing and new customers. This business unit includes Open Enterprise Server, NetWare and NetWare-related products, GroupWise, and BorderManager.

We believe that this new business unit structure will help us to further improve our responsiveness to the needs of our customers and the demands of the marketplace.

Components of our Solutions Categories

The following is a description of the core products and services that made up each of our information solution categories during fiscal 2006. A solution may be offered in the form of licenses, maintenance, stand-alone upgrade protection, or in the case of SUSE Linux Enterprise Server, a subscription. Maintenance includes upgrade protection, on a when-and-if available basis, and technical support. A subscription includes configuration support and updates and upgrades to the technology, on a when-and-if available basis. Maintenance, upgrade protection and subscriptions typically have a one to three year contractual term.

4 Novell annual report 2006

Systems, security, and identity management

•  Resource management products

•  ZENworks management products protect the integrity of networks by centralizing, automating, and simplifying every aspect of network management, from distributing vital information across the enterprise to maintaining consistent policies on desktops, servers, and devices on Linux, NetWare, and Windows environments.

•  Identity and access management products

•  Identity Manager is a powerful data-sharing and synchronization solution, often referred to as a meta-directory solution, which automatically distributes new and updated information across every designated application and directory on a network. This ensures that trusted customers, partners, and suppliers are accessing consistent information, regardless of the applications and directories to which they have access.

•  SecureLogin is a directory-integrated authentication solution that delivers reliable, single sign-on access across multi-platform networks, simplifying password management by eliminating the need for users to remember more than one password.

•  iChain^® is an identity-based security solution that controls access across technical and organizational boundaries to applications, the web, and network resources. iChain separates security from individual applications and web servers, enabling single-point, policy-based management of authentication and access privileges throughout the Internet.

•  Sentinel automates the monitoring of IT for effectiveness allowing users to detect and resolve threats in real-time. Sentinel also provides documented evidence needed by some users to comply with regulatory and industry compliance requirements.

•  Other systems, security, and identity management

•  Novell eDirectory is a full-service, platform-independent directory that significantly simplifies the complexities of managing users and resources in a mixed Linux, NetWare, UNIX, and Windows environment. It is a secure, scalable, directory service that allows organizations to centrally store and manage information across all networks and operating systems and leverage existing IT investments.

Open platform solutions.

•  Linux platform products

•  SUSE Linux Enterprise Server is an enterprise-class, open source server operating system for professional deployment in heterogeneous IT environments of all sizes and sectors. This operating system integrates all server services relevant in Linux and constitutes a stable and secure platform for the cost-efficient operation of IT environments.

•  Linux Desktop is a business desktop product that brings together the Linux operating environment with a complete set of office applications. Among the more significant business applications, it includes OpenOffice (an office productivity suite), Mozilla’s Firefox browser, and Novell Evolution^tm, a collaboration client for Linux.

•  Other open platform products

•  SUSE Linux, formerly SUSE Linux Professional, is an open source product that combines a fast, secure operating system with over 1,000 open source applications. It is ideal for new Linux users as well as technical enthusiasts, and it is available for download at OpenSUSE.org or available through the retail channel.

Novell annual report 2006 5

Workspace solutions

•  Open Enterprise Server (“OES”) is a secure, highly available suite of services that provides proven networking, communication, collaboration and application services in an open, easy-to-deploy environment. OES provides customers the choice of deploying on either NetWare or SUSE Linux Enterprise Server and provides common management tools, identity-based services and support backed by Novell.

•  NetWare and NetWare-related

•  NetWare is our proprietary operating system platform that offers secure continuous access to core network resources such as files, printers, directories, e-mail and databases seamlessly across all types of networks, storage platforms and client desktops.

•  Novell Cluster Services is a scalable, highly available Storage Area Network resource management tool that reduces administrative costs and complexity of delivering uninterrupted access to information and resources.

•  Collaboration

•  GroupWise collaboration products offer traditional and mobile users solutions for communication over intranets, extranets and the Internet.

•  Other workspace

•  BorderManager is a suite of network services used to connect a network securely to the Internet or any other network, allowing outside access to intranets and user access to the Internet.

•  Novell iFolder^® is a product that allows users to access, organize, and manage computer files from any computer at any time, while ensuring the information is safe and up-to-date.

Global services and support.

•  Consulting services:  We provide technical expertise to deliver world-class solutions, based on an innovative approach focused on solving our customers’ business problems. We deliver services ranging from discovery workshops to strategy projects to solution implementations, all using a consistent, well-defined methodology. Our consulting approach is based on a strong commitment to open standards, interoperability, and the right blend of technology from Novell and other leading vendors.

•  Technical Support:  We provide phone-based, web-based, and onsite technical support for our proprietary and open source products through our Premium Service^sm program. Premium Service provides customers with the flexibility to select the appropriate level of technical support services, which may include stated response times, around-the-clock support, service account management, and dedicated resources, such as Novell’s most experienced engineers. The Dedicated Support Engineer, Primary Support Engineer, Advantage Support Engineer, and Account Management programs allow customers to build an ongoing support relationship with Novell at an appropriate level for their needs. We have committed a significant amount of technical support resources to the Linux open source platform. We also offer a full array of remote monitoring services and managed services. These services help customers increase system uptime, leveraging our experts to monitor and maintain the technologies our customers have employed.

•  Technical Support Alliance (“TSANet”):  TSANet is an industry organization that enables worldwide seamless collaborative support for multi-vendor support issues. TSANet was originally organized in 1993, with Novell being instrumental in the formation and charter of the organization. Membership today consists of more than one hundred software and hardware companies, including industry leaders such as Dell Inc., EMC Corporation, Hewlett-Packard Company, International Business Machines Corporation, Microsoft Corporation, Novell, Inc., Red Hat Inc., Sun Microsystems, Inc., Symantec Corp., and Unisys Corporation. We are an active member of TSANet worldwide, with representation on both the North American Board of Trustees and the European Board of Directors.

6 Novell annual report 2006

•  Training Services:  We accelerate the adoption and enable the effective use of our products and solutions through the delivery of timely and relevant instructor-led and technology-based training courses, assessments and performance consulting services.

Programs are delivered directly to customers and through our global channel of authorized Novell training partners. Our courses provide customers with a thorough understanding of the implementation, configuration, and administration of our products and solutions. Additionally, we offer performance consulting services that provide clients and partners with an evaluation of their proficiencies and their knowledge gaps. We also deliver Advanced Technical Training at an engineer level to customers and partners on a global basis. Our key certification programs include the following:

•  Certified Novell Engineer^sm (“CNE^®”) Program:   Through the long-standing CNE program, we are strengthening the networking industry’s self-support capability. CNE certificate holders are individuals who have received in-depth training and information and passed a comprehensive test validating their ability to proficiently administer both Novell and other networks.

•  Certified Linux Professional (“CLP”) Program:  The CLP program represents the cornerstone of our commitment to providing training and certification options for our clients and partners who require credentials and validation of competency on our SUSE Linux Enterprise Server platform.

•  Certified Linux Engineer (“CLE”) Program:  The CLE program represents the IT industry’s most advanced Linux engineering certification. Our Practicum testing technology allows us to validate a student or IT professional’s competencies versus the classic IT certification approach of testing book knowledge.

Strategy

We offer customers enterprise infrastructure software in a flexible combination of open source, mixed source and proprietary technologies. We also offer a full range of high-quality services to ensure customer success in their deployments of our solutions. Our strategy is to offer customers a compelling open source computing platform, along with integrated systems, security, and identity solutions, and workspace products. By offering these technologies and services, and showing customers how they can easily manage both our platform and the other heterogeneous components of their IT infrastructures, we will help them drive increased IT effectiveness while lowering cost, complexity and risk. Deployed either directly or through our global network of partners, Novell solutions enable customers to spend more of their time, energy and resources focused on driving their own businesses forward.

Our strategy is to create products that enable our customers to secure, manage, simplify, and integrate their heterogeneous IT environments at low cost, while ensuring the products are easy to implement, deploy and maintain. A key component of our strategy is to ensure that key Novell product functions work on the Linux platform. We pursue our strategy through five key areas as follows:

Product Strategy

Our overall products and services strategy is two-fold. First, we offer products and services that will help to broaden and accelerate enterprise adoption of Linux in general, and SUSE Linux Enterprise in particular. We plan to leverage this broadening base of Linux implementations as a foundation upon which we will sell our enterprise infrastructure software offerings, which is the second part of our strategy.

A key enabling element of this strategy is for us to continue to deliver innovative, open source and open standards-based products that are easy to deploy, simple to operate, and highly reliable and scalable. By doing so, we will empower IT executives to create more robust computing environments at a lower cost of operation.

With regard to Linux adoption, we plan to continue our strong support of the open source development community, and of the many open source organizations and projects to which we presently contribute. We also plan to continue to use our significant engineering and support resources to encourage customers to adopt Linux. One way we can accomplish this is to develop and sell key product functions that operate on the Linux platform.

Novell annual report 2006 7

To support the second part of our two-fold strategy — driving sales of enterprise infrastructure software — our plan is to continue developing and delivering role-based, policy-driven identity management solutions (based on a set of processes that control access to applications based on a pre-determined set or rules). Our design approach involves creation of sets of open standards-based, discrete software products that are easy for customers to implement and that quickly deliver value — without further dependence on proprietary software. We use our enterprise infrastructure software as a basis for establishing and maintaining long-term strategic relationships with key customers.

Professional Services Strategy

Our professional services strategy is to focus our IT consulting and training expertise on identity-driven solutions and open source software adoption, and to provide a full range of support services for all our proprietary, mixed source and open source products.

Alliances and Partnership Strategy

We partner with industry leaders in the software, hardware, consulting, and system integration industries to bring to market our solution offerings. We believe that a well-managed and supported partnership portfolio is critical to our success in today’s competitive solutions market and helps increase our revenue and customer reach. Our business partner strategy is based on having a single partner program with a goal of providing consistent interactions with Novell focused on technology enablement, certification, joint marketing, and sales initiatives.

To ensure partner efficiency, we have developed a partner ecosystem that combines our knowledge, services and solutions with that of our partners’ to provide customers the ability to adapt to, and profit from, the opportunities open source and identity brings to businesses. We become the foundation for the ecosystem, providing technology, programs, resources, and skills to create solutions and ensure that customers get the functionality and business value required to improve the bottom line results of their businesses.

Our partners include: Microsoft, IBM, HP, Dell, Inc., Intel Corporation, Oracle Corporation, SAP AG, Advanced Micro Devices, Inc., Veritas, Computer Associates International, Inc., EMC, and Adobe Systems, Inc. These partners are all members of the Novell PartnerNet^® Program and gain value through participating in different partner tracks. Solution providers gain access to various marketing programs that help drive sales volumes. Technology partners receive solution developer toolkits and services that ensure successful enablement of their technology with our technology. Our training partners have opportunities to increase their skill levels and provide training services to our customers.

Multi-channel Sales Strategy

We deliver solutions through direct and indirect channels, serving large organizations directly or with systems integration partners, and serving small- and medium-sized organizations through our channel partners. We have reengaged and renewed our business partner and channel relationships, with an emphasis on specialization, giving us a greater presence in the marketplace while lowering our distribution costs. To maximize our reach while ensuring the highest quality of service to our customers, we provide our channel partners complete access to all of our tools, training and methodologies.

Personnel Development Strategy

Our employees are our most significant asset. We work continuously to update their skill sets by providing education and training to improve our productivity. We regularly assess our development progress and focus on key areas as appropriate.

Where appropriate, we also intend to augment our offerings and delivery capabilities through acquisitions. Taken together, we believe the success of these key strategies will provide lasting benefits to our customers and stockholders alike.

8 Novell annual report 2006

Recent Developments.

We recently entered into a partnership with Microsoft. The overarching purpose of this partnership is to increase the utility, desirability and penetration of Linux by enabling its interoperation with Windows to a mixed environment that is easier to maintain. We believe that this partnership will help us deliver value to customers by giving them greater flexibility and effectiveness in their IT environments. The partnership consists of three related agreements:

•  A technical collaboration agreement primarily in the areas of virtualization, web services management, directory interoperability, and document format compatibility;

•  A business collaboration agreement around joint sales and marketing activities; and

•  A patent cooperation agreement.

We believe that this partnership addresses pressing, industry-wide issues, that it puts customers’ needs first, and that our company will benefit from it financially and strategically.

Acquisitions and Dispositions

We acquire companies or technology when we determine that the related products or technology are strategic or complimentary to our current or future product offerings, as the opportunities arise. For example, during fiscal 2006, we acquired 100% of the outstanding stock of e-Security, Inc., which provides security information, event management and compliance software. e-Security’s products are now part of our identity and access management sub-category. During fiscal 2006, we also acquired the remaining 50% interest in our sales and marketing joint venture in India; we acquired some developed technology, which was integrated into our Workspace solutions products; and we along with four other companies, established Open Invention Network, LLC (“OIN”), a privately held company that has and will acquire patents to promote Linux and open source.

As we determine that parts of our business are no longer strategic to the company as a whole, we will look for alternatives such as divestitures or other capital structures. For example, during fiscal 2006, we sold our shares in Celerant consulting to a group comprised of Celerant management and Caledonia Investments plc and we sold our Japan consulting group to a third party as these operations were no longer strategic to our business.

Segment and Geographic Information

We sell our products, services, and solutions primarily to corporations, government entities, educational institutions, resellers and distributors both domestically and internationally.

We operate and report our financial results in three segments based on geographic area. Prior to May 2006, we had a fourth segment, Celerant consulting, which was divested in May 2006 and is included in discontinued operations (see Note E to our consolidated financial statements). Our performance is evaluated by our Chief Executive Officer and our other chief decision makers based on reviewing revenue and segment operating income (loss) information for each geographic segment.

The geographic segments are:

•  Americas — includes the United States, Canada and Latin America

•  EMEA — includes Eastern and Western Europe, Middle East, and Africa

•  Asia Pacific — includes China, Southeast Asia, Australia, New Zealand, Japan, and India

Prior to fiscal 2006, Latin America and Japan were separate operating segments. All segment information has been recast to conform to the new segment presentation.

All segments sell our software and services. These offerings are sold in the United States directly and through original equipment manufacturers, resellers, and distributor channels, and internationally directly and through original equipment manufacturers and distributors who sell to dealers and end users.

Novell annual report 2006 9

Segment disclosures and geographical information for fiscal years 2006, 2005, and 2004 are presented in Part II, Item 8, Note AA of the notes to the consolidated financial statements of this report, which is incorporated by reference into this Part I, Item 1.

Segment Changes

Beginning in the first quarter of fiscal 2007, we will begin operating and reporting our financial results in five new business unit segments based on information solution categories, rather than on geographic area. The new segments will be:

•  Open Platform Solutions, which will focus on the unique growth opportunities around open source technologies. This business unit includes SUSE Linux Enterprise, SUSE Linux Enterprise Desktop, and other Linux-based solutions.

•  Systems and Resource Management, which will focus on meeting the growing infrastructure management needs of our customers for desktops, networks and servers. This business unit includes the ZENworks product family.

•  Identity and Security Management, which will continue to provide advanced, identity-driven solutions to the enterprise market. This business unit includes Sentinel, Identity Manager, Access Manager, Secure Login, eDirectory, and Novell Audit.

•  Workgroup, which will focus on bringing our new technologies for collaboration to both existing and new customers. This business unit includes Open Enterprise Server, NetWare, GroupWise and BorderManager.

•  Business consulting, which conducts general consulting activities and is comprised primarily of our Salmon and Swiss consulting units.

We changed our operating and reporting structure to increase integration and teamwork internally, to build stronger business-focused units, and to be better equipped to address customer needs. As our strategy continues to evolve, the way in which management views financial information to best evaluate performance and operating results may also change.

Product Development

We conduct product development activities throughout the world in order to meet the needs of our worldwide customer base. Our commitment to deliver world-class products that manage, simplify, secure, and accelerate business solutions means continued investment in product development. Our major product development sites include Provo, Utah; Waltham and Cambridge, Massachusetts; Nuremberg, Germany; Dublin, Ireland; Bangalore, India; and Prague, Czech Republic.

In addition to technology developed in-house, our products also include technology developed by the open source community. Some of our product development engineers work as a part of open source development teams across the world. This involvement ensures our role in leading technical advances, developing new features and having input over timing of releases, as well as other information related to the development of the Linux kernel and other open source projects.

Product development expenses for the fiscal years 2006, 2005, and 2004 are discussed in Part II, Item 7 of this report, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which is incorporated by reference into this Part I, Item 1.

Sales and Marketing

Our sales and marketing strategy targets customers who are looking for solutions in the following five technology areas: data center, security and identity management, resource management, desktop and workgroup. We sell our business solutions via a multi-channel sales and marketing model, with value added partners such as demand agents, vertical markets resellers, systems integrator distributors, and OEMs who meet our criteria, as well

10 Novell annual report 2006

as selling directly to named enterprise customers. In addition, we conduct sales and marketing activities and provide technical support, training, and field service to our customers from our 21 U.S. and 99 international sales offices.

Distributors.  We have established a network of independent distributors who sell our products to resellers, dealers, VARs (value added resellers), and computer retail outlets. As of October 31, 2006, there were 11 U.S. distributors and approximately 112 international distributors.

VARs and Systems Integrators.  We also sell directly to VARs and systems integrators who provide solutions across multiple vertical market segments and whose volume of purchases warrants buying directly from us.

OEMs/Independent Hardware Vendors (“IHVs”)/Independent Software Vendors (“ISVs”).  We license subsets of products to domestic and international OEMs/IHVs/ISVs for integration with their products and/or solutions. As of October 31, 2006, we had agreements with approximately 150 IHVs and ISVs.

End-User Customers.  We have assembled worldwide field resources to work directly with enterprise end users. Additionally, product upgrades and software maintenance are sold directly to end-users. Customers can also purchase products and services under license agreements through partners or resellers in or near their geographic locations.

Marketing Strategy.  Our marketing strategy is to clearly articulate Novell’s value proposition in the markets we choose to serve and in doing so attract and retain satisfied customers. To do this, we employ multiple channels of communications to raise awareness, generate demand and provide tools for our multi-channel field sales and services organizations. We examine and select market opportunities that best fit our current product portfolio and solutions strengths. This includes researching geographic and industry markets, determining product lifecycle maturity, and assessing competitive strategies. Our marketing strategy is driven by a key set of metrics that include the measurement of awareness across geographies, specific lead generation metrics and deliverables to support the sales process. Our marketing strategy will be successful if we increase the market’s adoption of our products based on clear market differentiation, improve the win ratio of our sales force by providing quality training and tools, and shorten the sales cycle by providing convincing evidence of our capabilities to prospective customers. Our target marketing audience is the CIO and other senior IT executives responsible for key IT functions across the enterprise.

Marketing Initiatives.  Our marketing activities are varied but tightly focused. To more closely align our offerings with customers needs, we have developed a series of strategic campaigns that address these customer needs and align them with our capabilities. Specifically, our campaigns are focused on promoting our enterprise wide “desktop to data center” Linux platform, our Security and Systems Management offerings used to manage mixed IT environments, and our advanced workgroup capabilities for file, print, directory, and advanced collaboration. Our marketing campaigns are based on our positioning of “Software for the Open Enterprise”. We believe this positioning best serves us in increasing our relevance to our customers

International Revenue.  In fiscal years 2006, 2005, and 2004, approximately 52%, 55%, and 53%, respectively, of our revenue was generated from customers outside the U.S. No foreign countries accounted for more than 10% of revenue in fiscal year 2006 or 2004. In fiscal 2005, revenue in the United Kingdom accounted for approximately 12% of our total revenue based on revenue classified by location of the end-user customers. For information regarding risk related to foreign operations, see Part I, Item 1A, “Risk Factors,” which information is incorporated by reference into this Part I, Item 1.

Major Customers

No single customer accounted for more than 10% of our revenue in fiscal year 2006, 2005, or 2004.

Manufacturing Suppliers

Our physical products, which consist primarily of discs and manuals, are duplicated by outside vendors. Multiple high-volume manufacturers are available. We do not rely on a single provider for our raw materials, nor have we encountered problems with our existing manufacturing suppliers.

Novell annual report 2006 11

Backlog

Lead times for our products are relatively short. Consequently, we do not believe that backlog is a reliable indicator of future revenue or earnings. Our practice is to ship products promptly upon the receipt of purchase orders from our customers and, therefore, backlog is not significant.

Although we have a significant amount of deferred revenue recorded on our consolidatated balance sheet, included in this report, the majority of this amount relates to maintenance contracts and subscriptions, which is recognized ratably over the related service periods, typically one to three years, and does not pertain to unshipped product.

Competition

The market for identity-driven computing solutions and Linux and platform services solutions is highly competitive and subject to rapid technological change. We expect competition to continue to increase both from existing competitors and new market entrants. We believe that competitive factors common to all of our segments include the following:

•  our ability to preserve our traditional customer base;

•  our ability to sell overall solutions comprised of products and services provided by us and our partners;

•  the timing and market acceptance of new solutions developed by us and our competitors;

•  brand and product awareness;

•  the ability of Linux and open source solutions to provide a lower total cost of ownership;

•  the completeness of our suite of product and solutions offerings to solve customer problems;

•  our ability to establish and maintain key strategic relationships with distributors, resellers, independent software vendors, and other partners; and

•  the pricing of our products and services and the pricing strategies of our competitors.

Primary competitors of our identity-driven computing solutions include Microsoft, IBM, Sun, Oracle, HP, Altiris, Inc., LANDesk, Inc., and Computer Associates. Primary competitors for our Linux and platform services solutions include Microsoft and Red Hat. Primary competitors of our global services and support group include IBM, Accenture, HP, Computer Services Corporation (“CSC”) and Capgemini Group.

One pervasive factor facing us and all companies doing business in our industry is the presence — and dominance — of Microsoft. However, in November 2006 Novell and Microsoft entered into a set of broad business and technical collaboration agreements to build, market and support a series of new solutions to make Novell and Microsoft products work better together. The two companies also agreed to provide each other’s customers with patent coverage for their respective products. We will continue to be competitors of Microsoft, but it is our goal that through this set of agreements, Microsoft will serve as an important indirect source of channel sales for Novell’s Linux sales.

Copyright, Licenses, Patents, and Trademarks

We rely on copyright, patent, trade secret, and trademark law, as well as provisions in our license, distribution, and other agreements to protect our intellectual property rights. Our portfolio of patents, copyrights, and trademarks as a whole is material to our business but no individual piece of intellectual property is critical to our business. We have been issued what we consider to be valuable patents and have numerous other patents pending. No assurance can be given that the pending patents will be issued or, if issued, will provide protection for our competitive position. Notwithstanding our efforts to protect our intellectual property through contractual measures, unauthorized parties may still attempt to violate our intellectual property rights.

Our business includes a mix of proprietary offerings and offerings based on open source technologies. With respect to proprietary offerings, we perform the majority of our development efforts internally, but we also acquire

12 Novell annual report 2006

and license technologies from third parties. No one license is critical to our business. Our open source offerings are primarily comprised of open source components developed by independent third parties over whom we exercise no control. The collective licenses to those open source technologies are critical to our business. If we are unable to maintain licenses to these third party open source materials, our distribution of relevant offerings may be delayed until we are able to develop, license, or acquire replacement technologies. Such a delay could have a material adverse impact on our business.

In November 2005, Open Invention Network LLC (“OIN”) was established by us, IBM, Philips, Red Hat and Sony. OIN is a privately held company that has and will acquire patents to promote Linux and open source by offering its patents on a royalty-free basis to any company, institution or individual that agrees not to assert its patents against the Linux operating system or certain Linux-related applications. In addition, OIN, in its discretion, will enforce its patents to the extent it believes such action will serve to further protect and promote Linux and open source. In fiscal 2007, NEC became an investor in OIN, with the same rights, privileges and obligations as the original investors.

The software industry is characterized by frequent litigation regarding patent, copyright and other intellectual property rights and trends suggest that this may increase. From time to time, we have had infringement claims asserted by third parties against us and our products. While there are no known pending or threatened claims against us for which we expect to have an unsatisfactory resolution that would have a material adverse effect on our results of operations and financial condition, there can be no assurance that such claims will not be asserted, or, if asserted, will be resolved in a satisfactory manner. In addition, there can be no assurance that third-parties will not assert other claims against us with respect to any third-party technology. In the event of litigation to determine the validity of any third-party claims, such litigation could result in significant expense to us and divert the efforts of our technical and management personnel, whether or not such litigation is determined in our favor.

In the event of an adverse result in any such litigation, we could be required to expend significant resources to develop non-infringing technology or to obtain licenses to the technology that was the subject of the litigation. There can be no assurance that we would be successful in such development or that any such licenses would be available.

In addition, the laws of certain countries in which our products are or may be developed, manufactured, or sold may not protect our products and intellectual property rights to the same extent as the laws of the U.S.

Seasonality

All segments of our business often experience a higher volume of revenue at the end of each quarter and during the fourth quarter of our fiscal year due to the spending cycles of our customers and the negotiation patterns typical in the software industry.

Corporate Information

Novell was incorporated in Delaware on January 25, 1983. Our headquarters and principal executive offices are located at 404 Wyman Street, Suite 500, Waltham, MA 02451. Our telephone number at that address is (781) 464-8000. We also have offices located in Provo, Utah, telephone number (801) 861-7000. Our website is www.novell.com. We conduct primary product development activities in Provo, Utah; Waltham, Massachusetts; Cambridge, Massachusetts; Dublin, Ireland; Nuremberg, Germany; Bangalore, India, and Prague, Czech Republic. We also contract out some product development activities to third-party developers.

Our Annual Report, Securities and Exchange Commission (“SEC”) filings, earnings announcements, and other financial information are available on our Investor Relations website at http://www.novell.com/ir. We make our annual, quarterly, and current reports, including any amendments to those reports, freely available on our website as soon as reasonably practicable after they are filed with or furnished to the SEC. This and other information that we file with or furnish to the SEC is also freely available on the SEC’s website at www.sec.gov. Mailed copies of these reports can be obtained free of charge through our automated telephone access system at (800) 317-3195 or by emailing Novell’s investor relations department at irmail@novell.com. The information on

Novell annual report 2006 13

our website listed above is not and should not be considered part of this Annual Report on Form 10-K and is intended to be an inactive textual reference only.

Employees

As of April 30, 2007, we had 4,549 employees. The functional distribution of our employees was: sales and marketing — 1,094; product development — 1,373; general and administrative — 635; and service, consulting, training, and operations — 1,447. Of these, 3,630 employees are in locations outside the Americas. None of our employees are represented by a labor union, and we consider our employee relations to be good.

Competition for personnel of the highest caliber is intense in the software and consulting industries. To make a long-term relationship with us rewarding, we endeavor to give our employees challenging work, educational opportunities, competitive wages, sales commission plans, bonuses, and opportunities to participate financially in the success of Novell through stock option and stock purchase plans.

Item 1A.   Risk Factors

Matters related to or arising out of our historical stock-based compensation practices, including government actions, litigation matters, NASDAQ listing and downgrades in our credit ratings, could have a material adverse effect on the Company.

Our historical stock-based compensation practices have exposed us to risks associated with the judgments we made historically as well as those made as a result of our review of those practices. Based on the findings of the review of our historical stock-based compensation practices by the Audit Committee, we concluded that we had utilized incorrect measurement dates for some of the stock-based compensation awards granted during the review period, November 1, 1996 through October 31, 2006. As a result, we have recorded in our consolidated financial statements for the fiscal year ended October 31, 2006, which are included in this Annual Report on Form 10-K, a cumulative $19.2 million adjustment for unrecorded stock-based compensation expense, and related income tax effects, as a decrease to retained earnings as of November 1, 2005, the beginning of our 2006 fiscal year, in accordance with the guidance applicable to the initial compliance with Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements” and $0.1 million of non-cash expense in the 2006 fiscal year. We determined that the amounts of stock-based compensation expense that should have been recognized in each of the applicable historical periods were not material to those periods on either a quantitative or qualitative basis. Therefore, we did not restate our consolidated financial statements for prior periods. While we believe that we have made appropriate judgments regarding materiality and in determining the correct measurement dates for our stock-based compensation awards , the SEC and the IRS may disagree with our judgments. If the SEC or the IRS disagrees with our judgments, we may have to restate our financial statements, amend prior filings with the SEC, incur additional expenses as a result of different tax decisions, or take other actions not currently contemplated.

As discussed in Part I, Item 3, “Legal Proceedings,” derivative actions were filed against us and our current and former officers and directors after we disclosed the commencement of our Audit Committee’s review of our historical stock-based compensation practices. The disclosure about our historical stock-based compensation practices in this Annual Report on Form 10-K may adversely affect the outcome of that litigation and may result in the filing of additional litigation and in government actions. No assurance can be given regarding the outcomes of litigation or government actions relating to our historical stock-based compensation practices. The resolution of any of such matters may be time consuming and expensive, and may distract management from the conduct of our business. Furthermore, if we are subject to adverse findings in litigation or government actions, we could be required to pay damages or penalties or have other remedies imposed, which could harm our business, financial condition, results of operations and cash flows.

As a result of our Audit Committee’s review of our historical stock-based compensation practices, we were delinquent in filing our Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2006 and January 31, 2007 and our Annual Report on Form 10-K for the fiscal year ended October 31, 2006 with the SEC. Consequently, NASDAQ notified us that we were not in compliance with the filing requirements for continued listing as set forth in

14 Novell annual report 2006

Marketplace Rule 4310(c)(14) and were therefore subject to delisting from the NASDAQ Global Select Market. As a result, we requested and participated in a hearing with NASDAQ to determine our listing status. NASDAQ ultimately permitted our securities to remain listed provided that we file our delinquent periodic reports with the SEC within a specified time frame. On May 25, 2007, we filed our Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2006 and January 31, 2007 and our Annual Report on Form 10-K for the fiscal year ended October 31, 2006 with the SEC. However, if NASDAQ determines that we do not meet the NASDAQ’s listing requirements, our common stock may be delisted from the NASDAQ Global Select Market.

Furthermore, the disclosure about our historical stock-based compensation practices in this Annual Report on Form 10-K and any resulting adverse effects on the Company as described above could cause our credit ratings to be downgraded. A significant downgrade in ratings may increase our cost of borrowing or limit our access to capital.

We may experience difficulties, delays or unexpected costs in completing our cost reduction and sales growth strategic initiatives and may not achieve the anticipated benefits of these initiatives.

We previously announced three strategic initiatives as part of our plan to increase profitability through revenue growth and cost reduction. These initiatives include a major shift in our sales strategy from direct to indirect sales; an investment in overlapping offshore research and development teams to eventually assume functions once handled by more expensive environments; and a move to a shared services model for our financial and administrative functional support in order to reduce costs. We may not realize, in full or in part, the anticipated benefits from one or more of these initiatives, and other events and circumstances, such as difficulties, delays or unexpected costs, may occur which could result in our not realizing all or any of the anticipated benefits. If we are unable to realize these benefits, our ability to continue to fund our planned business activities may be adversely affected. In addition, our plans to invest in these initiatives ahead of future growth means that such costs will be incurred whether or not we realize these benefits. We are also subject to the risk of business disruption in connection with our strategic initiatives, which could have a material adverse effect on our business, financial condition and operating results.

Our shift to a sales strategy more focused on indirect sales may result in decreased or fluctuating revenue.

We have historically relied heavily on our direct sales force in selling our products. Our ability to achieve significant revenue growth in the future will depend in large part on our success in establishing relationships with distributors and OEM partners. We are currently investing, and plan to continue to invest, significant resources to develop distribution relationships. Our distributors also sell, or may potentially sell, products offered by our competitors. There can be no assurance that we will be able to retain or attract a sufficient number of existing or future third party distribution partners or that such partners will recommend, or continue to recommend, our products. The inability to establish or maintain successful relationships with distributors and OEM partners could cause our sales to decline.

In addition, indirect channel sales involve a number of special risks. We lack control over the delivery of our products to end-users. Resellers and distributors may have the ability to terminate their relationship with us on short notice. Our indirect channel partners may not market or support our products effectively or be able to release their products embedded with our products in a timely manner. We may not be able to effectively manage conflicts between our various indirect channel and direct customers, and economic conditions or industry demand may adversely affect indirect channel partners, or indirect channel partners may devote greater resources to marketing and supporting the products of other companies. As a result, revenues derived from indirect channel partners may fluctuate significantly in subsequent periods, which may adversely affect our business, operating results, and financial condition.

Increasing our foreign research and development operations exposes us to risks that are beyond our control and could affect our ability to operate successfully.

In order to enhance the cost-effectiveness of our operations, we plan to increasingly shift portions of our research and development operations to jurisdictions with lower cost structures than that available in the United States. The transition of even a portion of our research and development operations to a foreign country involves a

Novell annual report 2006 15

number of logistical and technical challenges that could result in product development delays and operational interruptions, which could reduce our revenues and adversely affect our business. We may encounter complications associated with the set-up, migration and operation of business systems and equipment in expanded or new facilities. This could result in delays in our research and development efforts and otherwise disrupt our operations. If such delays or disruptions occur, they could damage our reputation and otherwise adversely affect our business and results of operations.

We cannot be certain that any shifts in our operations to offshore jurisdictions will ultimately produce the expected cost savings. We cannot predict the extent of government support, availability of qualified workers, future labor rates, or monetary and economic conditions in any offshore locations where we may operate.

The relocation of labor resources may have a negative impact on our existing employees, which could negatively impact our operations. In addition, we will likely be faced with competition in these offshore markets for qualified personnel, including skilled design and technical personnel, and we expect this competition to increase as companies expand their operations offshore. If the supply of such qualified personnel becomes limited due to increased competition or otherwise, it could increase our costs and employee turnover rates.

Our NetWare revenue stream continues to deteriorate.

We have been selling and upgrading NetWare for many years, sales of which have been declining. Our strategy is to offset these declines by sales of our next generation of NetWare enterprise-ready operating system and services, Open Enterprise Server, or OES, which gives customers the opportunity to choose between a NetWare operating system and a Linux operating system, providing NetWare customers a means to migrate to Linux and open source solutions. However, NetWare and OES combined license and maintenance revenue of our business declined by $49.4 million or 18% in fiscal 2006, excluding the impact of favorable foreign exchange rates. If our strategy is unsuccessful, our NetWare and OES revenue stream will deteriorate faster than the growth of revenue streams from our other products.

If our identity-driven computing solutions and Linux and platform services solutions do not grow at the rate we anticipate, our growth will be negatively impacted.

Our product strategy focuses on two specific areas: identity-driven computing solutions, and Linux and platform services solutions with a specific emphasis on open source platforms. We have focused on these offerings because we believe that identity-driven solutions and open source platforms are two of the fastest growing segments in our industry, and we believe that they represent the best opportunity for us to profitably grow our revenue. Our ability to achieve success with this strategy is dependent on a number of factors including, but not limited to, the following:

•  the growth of these markets;

•  our development of key product solutions and upgrades;

•  the acceptance of our solutions by clients, particularly enterprise companies, large industry partners and major accounts;

•  enticing customers to upgrade from older versions of our products to newer versions; and

•  successfully selling technical support and other Novell solutions along with our products.

We may not be able to successfully compete in a challenging market for computer software and consulting services.

The industries we compete in are highly competitive. We expect competition to continue to increase both from existing competitors and new market entrants. Competitors of our identity-driven computing solutions and Linux and platform services solutions include Microsoft, IBM, Sun, HP, Altiris, Oracle, LANDesk, and Computer Associates. Our primary competitor in the North America Linux market is Red Hat. Competitors of our global services and support group include IBM, Accenture, HP, CSC and Capgemini. Many of our competitors have

16 Novell annual report 2006

greater financial, technical and marketing resources than we have. We believe that competitive factors common to all of our segments include:

•  the pricing of our products and services and the pricing strategies of our competitors;

•  the timing and market acceptance of new solutions developed by us and our competitors;

•  brand and product awareness;

•  the performance, reliability and security of our products;

•  the ability to preserve our legacy customer base;

•  our ability to establish and maintain key strategic relationships with distributors, resellers and other partners; and

•  our ability to attract and retain highly qualified development, consulting and managerial personnel.

If third parties claim that we infringed upon their intellectual property, our ability to use some technologies and products could be limited and we may incur significant costs to resolve these claims.

Litigation regarding intellectual property rights is common in the software industry. We have from time to time received letters or been the subject of claims suggesting that we are infringing upon the intellectual rights of others. In addition, we have faced and expect to continue to face from time to time disputes over rights and obligations concerning intellectual property. The cost and time of defending ourselves can be significant. If an infringement claim is successful, we and our customers may be required to obtain one or more licenses from third parties, and we may be obligated to pay or reimburse our customers for monetary damages. In such instances, we or our customers may not be able to obtain necessary licenses from third parties at a reasonable cost or at all, and may face delays in product shipment while developing or arranging for alternative technologies, which could adversely affect our operating results.

In the event claims for indemnification are brought for intellectual property infringement, we could incur significant expenses, thereby adversely affecting our results of operations.

We indemnify customers against certain claims that our products infringe upon the intellectual property rights of others. Additionally, under our Novell Linux Indemnification Program, we offer indemnification for copyright infringement claims made by third parties against registered Novell customers who obtain SUSE Linux Enterprise Server 8, SUSE Linux Enterprise Server 9, SUSE Linux Enterprise Server 10, SUSE Linux Enterprise Desktop 10, SUSE Linux Retail Solution, Novell Point of Service, Novell Linux Desktop, and SUSE Linux Enterprise Desktop, and who, after January 12, 2004, obtained upgrade protection and a qualifying technical support contract from us or a participating channel partner. Although indemnification programs for proprietary software are common in our industry, indemnification programs that cover open source software are less so. For example, the SCO Group, Inc. has brought claims against two end users of Linux and has threatened to bring claims against other end users of Linux arising out of the facts alleged in SCO’s lawsuit against IBM and in SCO’s public statements. In the event that claims for indemnification are brought for intellectual property infringement, we could incur significant expense reimbursing customers for their legal costs and, in the event those claims are successful, for damages.

Legal actions being taken by SCO could adversely affect our revenue and business plan if these legal actions cause a reduction in demand for our SUSE Linux and Ximian^® products.

SCO filed a legal action in March 2003 against IBM alleging, among other things, that Linux is an unauthorized derivative of UNIX and that portions of UNIX intellectual property that SCO alleges it owns have been included in the Linux operating system without authorization. In addition, SCO has warned that legal liability for the use of Linux may extend to commercial users, has threatened such users with litigation and has sought licensing fees from them, and more recently has filed Linux-related suits against other parties. As discussed below, SCO sued Novell for slander of title relating to disputes about whether Novell or SCO owns the copyrights to UNIX, on which some of SCO’s Linux-related claims depend. It is possible that SCO’s actions may reduce general demand

Novell annual report 2006 17

for Linux and Linux related products and services. In this event, demand for our Linux (or open source) products and services could decrease, which would reduce revenue, and otherwise adversely affect our business since we have made a strategic decision to become active in the Linux market.

A lawsuit filed against us by SCO could result in a substantial judgment against us and adversely affect our revenue and business plan if SCO is successful.

In January 2004, SCO filed suit against us in the Third Judicial District Court of Salt Lake County, State of Utah. We removed the claim to the U.S. District Court, District of Utah. SCO’s original complaint alleged that our public statements and filings regarding the ownership of the copyrights in UNIX and UnixWare have harmed SCO’s business reputation and affected its efforts to protect its ownership interest in UNIX and UnixWare. The District Court dismissed the original complaint, but allowed SCO an opportunity to file an amended complaint, which SCO did in July 2004. As with the original complaint, SCO is again seeking to require us to assign all copyrights that we have registered in UNIX and UnixWare to SCO, to prevent us from representing that we have any ownership interest in the UNIX and UnixWare copyrights, to require us to withdraw all representations we have made regarding our ownership of the UNIX and UnixWare copyrights, and to pay actual, special and punitive damages in an amount to be proven at trial. Our revenue and business plan could be adversely affected if SCO is ultimately successful.

If the Free Software Foundation releases a new version of the GNU General Public License with certain currently proposed terms, our business may suffer harm.

The GNU General Public License, or GPL, is an open source license that governs significant amounts of code used on a royalty-free basis in Linux distributions such as SUSE Linux. The Free Software Foundation, or FSF, owns the copyright to the GPL as well as software licensed under the GPL that is generally considered integral to Linux distributions. In January 2006, the FSF released a draft of a new version of the GPL known as “GPLv3,” which it intends to use for future software releases once it is finalized. The FSF is currently seeking comment on GPLv3, and a final version is expected by July 2007. Once issued, open source developers and IT vendors may elect to provide software under GPLv3, though software made available under earlier GPL versions will remain available under those earlier versions.

On November 2, 2006, we announced a new relationship with Microsoft. Among other things, Microsoft agreed to make covenants with our customers not to assert its patents against them. Microsoft also purchased coupons that it can distribute to customers who can in turn redeem them for subscriptions to SUSE Linux Enterprise Server. The FSF criticized our deal with Microsoft because it only provides patent protections for our customers rather than for all licensees of GPL software, and on March 28, 2007, the FSF released a new draft of GPLv3, known as “Discussion Draft 3,” that includes provisions intended to negate at least part of our Microsoft agreement.

Discussion Draft 3 includes a term intended to require Microsoft to make the same patent covenants that our customers receive to all recipients of the GPLv3 software included in our products. It also includes a license condition intended to preclude companies from entering into patent arrangements such as our agreement with Microsoft by prohibiting any company that has entered into such an arrangement from distributing GPLv3 code. This license condition does not apply to arrangements entered before March 28, 2007, so as currently proposed it would not apply to our agreement with Microsoft; however, the FSF specifically indicated that this “grandfathering” condition is tentative and may be dropped depending on feedback the FSF receives.

If the final version of GPLv3 contains terms or conditions that interfere with our agreement with Microsoft or our ability to distribute GPLv3 code, Microsoft may cease to distribute SUSE Linux coupons in order to avoid the extension of its patent covenants to a broader range of GPLv3 software recipients, we may need to modify our relationship with Microsoft under less advantageous terms than our current agreement, or we may be restricted in our ability to include GPLv3 code in our products, any of which could adversely affect our business and our operating results. In such a case, we would likely explore alternatives to remedy the conflict, but there is no assurance that we would be successful in these efforts.

18 Novell annual report 2006

We have experienced delays in the introduction of new products due to various factors, resulting in lost revenue.

We have in the past experienced delays in the introduction of new products due to a number of factors, including the complexity of software products, the need for extensive testing of software to ensure compatibility of new releases with a wide variety of application software and hardware devices, the need to “debug” products prior to extensive distribution, and with regard to our open-source products, our increasing reliance on the work of third parties not employed by Novell. Our open source offerings depend to a large extent on the efforts of developers not employed by us for the creation and update of open source technologies. For example, Linus Torvalds, the original developer of the Linux kernel, and a small group of engineers, many of whom are not employed by us, are primarily responsible for the development and evolution of the Linux kernel that is a key component of our Open Enterprise Server and SUSE Linux Enterprise offerings. The timing and nature of new releases of the Linux kernel are controlled by these third parties. Delays in developing, completing, or shipping new or enhanced products could result in delayed or reduced revenue for those products and could adversely impact customer acceptance of those offerings.

We benefit from the open source contributions of third-party programmers and corporations, and if they cease to make these contributions, our product strategy could be adversely affected.

Our open source offerings depend to a large extent on the efforts of developers not employed by us for the creation and update of open source technologies. Also, we and many other corporations contribute software into the open source movement. If key members, or a significant percentage, of this group of developers or corporations decides to cease development of the Linux kernel or other open source applications, we would have to either rely on another party (or parties) to develop these technologies, develop them ourselves or adapt our product strategy accordingly. This could increase our development expenses, delay our product releases and upgrades and adversely impact customer acceptance of open source offerings.

We may not be able to attract and retain qualified personnel because of the intense competition for qualified personnel in the computer and consulting industries.

Our ability to maintain our competitive technological position depends, in large part, on our ability to attract and retain highly qualified development, consulting, and managerial personnel. Competition for personnel of the highest caliber is intense in the software and consulting industries. The loss of certain key individuals, or a significant group of key personnel, would adversely affect our performance. The failure to successfully hire suitable replacements in a timely manner could have a material adverse effect on our business.

If our relationships with other IT services organizations become impaired, we could lose business.

We maintain relationships with IT services organizations that recommend, design and implement solutions that include our products for their customers’ businesses. Any of these organizations could decide at any time to not continue to do business with us or to not recommend our products. A change in the willingness of these IT service organizations to do business with us or recommend our products could result in lower revenue.

The success of our acquisitions is dependent on our ability to integrate personnel, operations and technology, and if we are not successful, our revenue will not grow at the rate we anticipate.

Achieving the benefits of acquisitions will depend in part on the successful integration of personnel, operations and technology. The integration of acquisitions will be subject to risks and will require significant expenditure of time and resources. The challenges involved in integrating acquisitions include the following:

•  obtaining synergies from the companies’ organizations;

•  obtaining synergies from the companies’ service and product offerings effectively and quickly;

•  bringing together marketing efforts so that the market receives useful information about the combined companies and their products;

Novell annual report 2006 19

•  coordinating sales efforts so that customers can do business easily with the combined companies;

•  integrating product offerings, technology, back office, human resources, accounting and financial systems;

•  assimilating employees who come from diverse corporate cultural backgrounds into a common business culture revolving around our solutions offerings; and

•  retaining key officers and employees who possess the necessary skills and experience to quickly and effectively transition and integrate the businesses.

Failure to effectively and timely complete the integration of acquisitions could materially harm the business and operating results of the combined companies. In addition, goodwill related to any acquisitions could become impaired. Furthermore, we may assume significant liabilities in connection with acquisitions we make or become responsible for liabilities of the acquired businesses.

Our financial and operating results vary and may fall below analysts’ estimates, which may cause the price of our common stock to decline.

We currently provide estimates of our revenue and earnings per share for the full year with updates as changes warrant. Our operating results may fluctuate from quarter to quarter due to a variety of factors including, but not limited to:

•  timing of orders from customers and shipments to customers;

•  impact of foreign currency exchange rates on the price of our products in international locations;

•  inability to respond to the decline in revenue through the distribution channel; and

•  inability to deliver solutions as expected by our customers and systems integration partners.

In addition, we often experience a higher volume of revenue at the end of each quarter and during the fourth quarter of our fiscal year. Because of this, fixed costs that are out of line with revenue levels may not be detected until late in any given quarter and results of operations could be adversely affected.

Due to these factors or other unanticipated events, quarter-to-quarter comparisons of our operating results may not be reliable indicators of our future performance. In addition, from time to time our quarterly financial results may fall below the expectations of the securities and industry analysts who publish reports on our company, or of investors generally. This could cause the market price of our securities to decline, perhaps significantly.

We face increased risks in conducting a global business.

We are a global corporation with subsidiaries, offices and employees around the world and, as such, we face risks in doing business abroad that we do not face domestically. Certain risks inherent in transacting business internationally could negatively impact our operating results, including:

•  costs and difficulties in staffing and managing international operations;

•  unexpected changes in regulatory requirements;

•  tariffs and other trade barriers;

•  difficulties in enforcing contractual and intellectual property rights;

•  longer payment cycles;

•  local political and economic conditions;

•  potentially adverse tax consequences, including restrictions on repatriating earnings and the threat of “double taxation”; and

•  fluctuations in currency exchange rates, which can affect demand and increase our costs.

20 Novell annual report 2006

We may not be able to protect our confidential information, and this could adversely affect our business.

We generally enter into contractual relationships with our employees to protect our confidential information. The misappropriation of our trade secrets or other proprietary information could seriously harm our business. In addition, we may not be able to timely detect unauthorized use of our intellectual property and take appropriate steps to enforce our rights. In the event we are unable to enforce these contractual obligations and our intellectual property rights, our business could be adversely affected.

Our consulting services contracts contain pricing risks and, if our estimates prove inaccurate, we could lose money.

Our IT consulting business derives a portion of its revenue from fixed-price, fixed-time contracts. Because of the complex nature of the services provided, it is sometimes difficult to accurately estimate the cost, scope and duration of particular client engagements. If we do not accurately estimate the resources required for a project, do not accurately assess the scope of work associated with a project, do not manage the project properly, or do not satisfy our obligations in a manner consistent with the contract, then our costs to complete the project could increase substantially. We have occasionally had to commit unanticipated additional resources to complete projects, and may have to take similar action in the future. We may not be compensated for these additional costs or the commitment of these additional resources.

Our IT consulting clients may cancel or reduce the scope of their engagements with us on short notice.

If our clients cancel or reduce the scope of an engagement with our IT consulting business, we may be unable to reassign our professionals to new engagements without delay. Personnel and related costs constitute a substantial portion of our operating expenses. Because these expenses are relatively fixed, and because we establish the levels of these expenses well in advance of any particular quarter, cancellations or reductions in the scope of client engagements could result in the under-utilization of our professional services employees, causing significant reductions in operating results for a particular quarter.

Conversion of our Debentures into shares of our common stock will dilute the ownership interests of existing stockholders.

The conversion of some or all of our $600 million aggregate principal amount of senior convertible debentures due 2024, (the “Debentures”, into shares of common stock will dilute the ownership interest of existing common stockholders. Any large volume sales in the public market of the common stock issued upon such conversion could adversely affect prevailing market prices of our common stock. In addition, the existence of the Debentures may encourage short selling by market participants because the conversion of the Debentures could depress the price of our common stock.

Item 1B.   Unresolved Staff Comments

None.

Item 2.   Properties

In the U.S., we own approximately 887,000 (and occupy approximately 831,000) square feet of office space on 46 acres in Provo, Utah. We use that space for administrative offices and product development center. We also occupy 85,000 square feet of warehouse space in and around Provo for operational support. We lease 105,000 square feet of office space in Waltham, Massachusetts, and occupy 96,000 square feet as our corporate headquarters and principal executive offices. This facility is also used for product development. We lease a 177,000 square-foot office building in Cambridge, Massachusetts, of which we occupy approximately 22,000 square feet for product development activities and sublease approximately 155,000 square feet. We lease a 64,000 square-foot facility in Lebanon, New Hampshire, of which 15,200 square feet is used for product development and 48,800 square feet is subleased. In addition, we lease offices that host sales, support and/or product development activity in Arkansas,

Novell annual report 2006 21

California, Florida, Georgia, Illinois, Michigan, Minnesota, Missouri, New York, Oregon, Texas, Utah, Virginia, and Washington.

Internationally, we own office buildings in the United Kingdom, the Netherlands, South Africa, and Mumbai India. We use these office buildings, which vary in size from 18,000 to 85,000 square feet, for sales, support and administrative offices.

We lease and occupy a shared service center in Dublin Ireland of 20,000 square feet, and product development centers in Nuremberg Germany, Prague Czech Republic and Bangalore India of 64,000 square feet, 7,500 square feet and 80,000 square feet respectively. Novell has recently entered into an agreement to expand its total occupancy in Bangalore India to 158,000 square feet. In addition, each of our subsidiaries in Argentina, Australia, Austria, Belgium, Brazil, Canada, China, Colombia, Denmark, Finland, France, Germany, India, Israel, Italy, Japan, Malaysia, Mexico, Netherlands, New Zealand, Norway, Portugal, Scotland, Singapore, South Africa, Spain, Sweden, Switzerland, Taiwan, and Venezuela, leases a small facility used as sales and support offices. We have leased facilities in Luxembourg, Netherlands, United Kingdom and Thailand which we no longer occupy.

The terms of the above leases vary from month-to-month to up to 18 years. We believe that our existing facilities are adequate to meet our current requirements and we anticipate that suitable additional or substitute space will be available, as necessary, upon reasonable terms.

Item 3.   Legal Proceedings

Between September and November of 2006, seven separate purported derivative complaints were filed in Massachusetts state and federal courts against us and many of our current and former officers and directors asserting various claims related to alleged options backdating. Novell is also named as a nominal defendant in these complaints, although the actions are derivative in nature and purportedly asserted on behalf of Novell. These actions arose out of our announcement of a voluntary review of our historical stock-based compensation practices. The complaints essentially allege that since 1999, we have materially understated our compensation expenses and, as a result, overstated actual income. The five actions filed in federal court have been consolidated, and the parties to that action have stipulated that the defendants’ answer or motion to dismiss will be due 45 days after the filing of an amended complaint. The two actions filed in state court have also been consolidated and transferred to the Business Litigation Session of Massachusetts Suffolk County Superior Court, and the parties to that action have stipulated that the defendants’ answer or motion to dismiss will be due 30 days after the filing of an amended complaint. We are in the process of evaluating these claims.

On November 12, 2004, we filed suit against Microsoft in the U.S. District Court, District of Utah. We are seeking treble and other damages under the Clayton Act, based on claims that Microsoft eliminated competition in the office productivity software market during the time that we owned the WordPerfect word-processing application and the Quattro Pro spreadsheet application. Among other claims, we allege that Microsoft withheld certain critical technical information about Windows from us, thereby impairing our ability to develop new versions of WordPerfect and other office productivity applications, and that Microsoft integrated certain technologies into Windows designed to exclude WordPerfect and other Novell applications from relevant markets. In addition, we allege that Microsoft used its monopoly power to prevent original equipment manufacturers from offering WordPerfect and other applications to customers. On June 10, 2005, Microsoft’s motion to dismiss the complaint was granted in part and denied in part. On September 2, 2005, Microsoft sought appellate review of the District Court’s denial of its motion. On January 31, 2006, the Fourth Circuit Court of Appeals granted interlocutory review of Microsoft’s appeal with respect to the question of whether Novell lacked standing to assert the antitrust claims allowed by the District Court. As a result of Microsoft’s appeal, Novell filed a notice of appeal of the District Court’s dismissal of Novell’s other causes of action. Both appeals have been fully briefed and argued before the Circuit Court; however, it is uncertain when a final decision can be expected. While there can be no assurance as to the ultimate disposition of the litigation, we do not believe that its resolution will have a material adverse effect on our financial position, results of operations, or cash flows.

On January 20, 2004, the SCO Group, Inc. (“SCO”) filed suit against us in the Third Judicial District Court of Salt Lake County, State of Utah. We removed the action to the U.S. District Court, District of Utah. SCO’s original

22 Novell annual report 2006

complaint alleged that our public statements and filings regarding the ownership of the copyrights in UNIX and UnixWare have harmed SCO’s business reputation and affected its efforts to protect its ownership interest in UNIX and UnixWare. The District Court dismissed the original complaint, but allowed SCO an opportunity to file an amended complaint, which SCO did on July 9, 2004. On July 29, 2005, Novell filed an answer to the amended complaint setting forth numerous affirmative defenses and counterclaims alleging slander of title and breach of contract, and seeking declaratory actions and actual, special and punitive damages in an amount to be proven at trial. On February 3, 2006, SCO filed a Second Amended Complaint alleging that Novell has violated the non-competition provisions of the agreement under which we sold our Unix business to SCO, that we failed to transfer all of the Unix business, that we infringe SCO’s copyrights, and that we are engaging in unfair competition by attempting to deprive SCO of the value of the Unix technology. SCO seeks to require us to assign all copyrights that we have registered in UNIX and UnixWare to SCO, to prevent us from representing that we have any ownership interest in the UNIX and UnixWare copyrights, to require us to withdraw all representations we have made regarding our ownership of the UNIX and UnixWare copyrights, and to cause us to pay actual, special and punitive damages in an amount to be proven at trial. As a result of SCO’s Second Amended Complaint, SUSE filed a demand for arbitration before the International Court of Arbitration in Zurich, Switzerland, pursuant to a “UnitedLinux Agreement” in which SCO and SUSE were parties. Hearings before the International Court Tribunal are currently set for December 2007. The issues related to SCO’s claimed ownership of the UNIX copyrights and Novell’s rights under the UNIX agreements with SCO are currently scheduled for trial in the U.S. District Court, District of Utah, for September 2007. We believe that we have meritorious defenses to SCO’s claims and meritorious support for our counterclaims. Accordingly, we intend to vigorously pursue our claims while defending against the allegations in SCO’s complaint. Although there can be no assurance as to the ultimate disposition of the suit, we do not believe that the resolution of this litigation will have a material adverse effect on our financial position, results of operations or cash flows.

On July 12, 2002, Amer Jneid and other related plaintiffs filed a complaint in the Superior Court of California, Orange County, alleging claims for breach of contract, fraud in the inducement, misrepresentation, infliction of emotional distress, rescission, slander and other claims against us in connection with our purchase of so-called “DeFrame” technology from the plaintiffs and two affiliated corporations (TriPole Corporation and Novetrix), and employment agreements we entered into with the plaintiffs in connection with the purchase. The complaint sought unspecified damages, including “punitive damages.” The dispute (resulting in these claims) arises out of the plaintiffs’ assertion that we failed to properly account for license distributions which the plaintiffs claim would have entitled them to certain bonus payouts under the purchase and employment agreements. After a lengthy jury trial, the jury returned a verdict in favor of the various plaintiffs on certain contract claims and in favor of us on the remaining claims. The jury verdict found in favor of the plaintiffs and against us in the amount of approximately $19 million. Our equitable defenses are expected to be ruled on by the trial court in late spring 2007. Depending on the outcome of such rulings, a judgment against us may be entered at such time. In the event a final judgment is entered by the trial court, we intend to file various post-trial motions, including a motion for judgment notwithstanding the verdict. If necessary, we intend to pursue an appeal of any resulting judgment.

SilverStream, which we acquired in July 2002, and several of its former officers and directors, as well as the underwriters who handled SilverStream’s two public offerings, were named as defendants in several class action complaints that were filed on behalf of certain former stockholders of SilverStream who purchased shares of SilverStream common stock between August 16, 1999 and December 6, 2000. These complaints are closely related to several hundred other complaints that the same plaintiffs have brought against other issuers and underwriters. These complaints all allege violations of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. In particular, they allege, among other things, that there was undisclosed compensation received by the underwriters of the public offerings of all of the issuers, including SilverStream. A Consolidated Amended Complaint with respect to all of these companies was filed in the U.S. District Court, Southern District of New York, on April 19, 2002. The plaintiffs are seeking monetary damages, statutory compensation and other relief that may be deemed appropriate by the Court. While we believe that SilverStream and its former officers and directors have meritorious defenses to the claims, a tentative settlement has been reached between many of the defendants and the plaintiffs, which contemplates a settlement of the claims, including the ones against SilverStream and its former directors and officers. The settlement agreement, however, has not been finally approved by the Court. While there

Novell annual report 2006 23

can be no assurance as to the ultimate disposition of the litigation, we do not believe that its resolution will have a material adverse effect on our financial position, results of operations or cash flows.

Item 4.   Submission of Matters to a Vote of Security Holders

No matters were submitted to a vote of security holders during the fourth quarter of the fiscal year covered by this report.

24 Novell annual report 2006

PART II

Item 5.   Market for Registrant’s Common Equity and Related Stockholder Matters, and Issuer Purchases of Equity Securities

Novell’s common stock trades in the Nasdaq Global Select Market under the symbol “NOVL.” The following chart sets forth the high and low sales prices of our common stock during each quarter of the last two fiscal years:

	First		Second		Third		Fourth
	Quarter		Quarter		Quarter		Quarter
Fiscal 2006
High	$	9.81	$	9.83	$	8.56	$	6.98
Low	$	7.17	$	7.00	$	5.73	$	5.75
Fiscal 2005
High	$	7.70	$	6.23	$	6.69	$	7.77
Low	$	5.49	$	4.94	$	5.68	$	5.80

No dividends have been declared on our common stock. We have no current plans to pay dividends on our common stock, and intend to retain our earnings for use in our business. We had 7,340 stockholders of record at April 30, 2007.

Issuances of Unregistered Common Stock

Not Applicable

Repurchases of Common Stock

On September 22, 2005, our board of directors approved a share repurchase program for up to $200.0 million of our common stock through September 21, 2006. On April 4, 2006, our board of directors approved an amendment to the share repurchase program increasing the limit on repurchase from $200.0 million to $400.0 million and extending the program through April 3, 2007. As of July 31, 2006, we had completed the repurchase program purchasing 51.5 million shares of common stock at an average price of $7.76 per share.

Novell annual report 2006 25

Item 6.   Selected Financial Data

The following selected historical consolidated financial data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited consolidated financial statements and related notes to those statements included in this report. The selected historical consolidated financial data for the periods presented have been derived from our audited consolidated financial statements.

	Fiscal Year Ended
	October 31,			October 31,		October 31,		October 31,			October 31,
	2006(a)			2005(b)		2004		2003			2002
	(In thousands, except per share data)
Statement of operations
Net revenue	$	967,277		$	1,039,223	$	1,003,854	$	966,167		$	1,009,088
Gross profit		647,192			687,157		681,976		618,079			642,533
Income (loss) from operations(c)		(38,685	)		423,958		48,061		(32,938	)		(73,291	)
Income (loss) from continuing operations before taxes		30,856			457,951		57,931		(59,083	)		(96,699	)
Income tax expense		23,231			86,660		11,335		102,882			8,880
Income (loss) from continuing operations		7,625			371,291		46,596		(161,965	)		(105,579	)
Income from discontinued operations, net of taxes		11,928			5,431		10,592		61			2,458
Net income (loss) before accounting change		19,553			376,722		57,188		(161,904	)		(103,121	)
Cumulative effect of accounting change, net of tax(d)		(897	)		—		—		—			(143,702	)
Net income (loss)		18,656			376,722		57,188		(161,904	)		(246,823	)
Net income (loss) from continuing operations, diluted	$	7,406		$	373,183	$	20,319	$	(161,965	)	$	(105,579	)
Net income (loss) available to common stockholders, diluted	$	18,220		$	378,159	$	30,818	$	(161,904	)	$	(246,823	)
Net income (loss) from continuing operations per common share, diluted	$	0.02		$	0.85	$	0.05	$	(0.44	)	$	(0.29	)
Net income (loss) per common share, diluted	$	0.05		$	0.86	$	0.08	$	(0.44	)	$	(0.68	)
Balance sheet
Cash, cash equivalents and short-term investments	$	1,466,287		$	1,654,904	$	1,211,467	$	751,852		$	635,858
Working capital		1,075,580			1,284,901		843,930		406,014			330,232
Total assets		2,449,723			2,761,858		2,293,358		1,569,572			1,667,266
Senior convertible debentures		600,000			600,000		600,000		—			—
Series B Preferred Stock		9,350			9,350		25,000		—			—
Total stockholders’ equity(e)	$	1,104,650		$	1,386,486	$	963,364	$	934,470		$	1,065,542

(a)	In the first quarter of fiscal 2006, we adopted FASB Statement No. 123(R), which required us to record compensation expenses related to stock awards. For fiscal 2006, compensation expense totaled $35.2 million. Prior years were not restated to include such expense.
(b)	In the first quarter of fiscal 2005, we recognized a gain of $447.6 million on a litigation settlement with Microsoft to settle potential anti-trust litigation.

26 Novell annual report 2006

(c)	Income (loss) from operations for all periods presented excludes the results of Celerant, which have been classified as discontinued operations.
(d)	In May 2006, we adopted Financial Interpretation No. 47, “Accounting for Conditional Asset Retirement Obligations” (“FIN 47”), which required us to recognize the cumulative effect of initially applying FIN 47 as a change in accounting principle. In fiscal 2002, we adopted Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets,” resulting in a transitional goodwill impairment loss.
(e)	As discussed in Note C to the consolidated financial statements contained in this report, in accordance with the provisions of SAB 108, we decreased beginning retained earnings at November 1, 2005 by approximately $19.2 million, from $984.1 million to $964.9 million with the offset to additional paid-in capital to record a cumulative after-tax stock-based compensation expense that should have been recognized in the consolidated financial statements during the period 1997 through 2005. Had the stock-based compensation expense been recognized during that period, net income would have been reduced by the following amounts: $2.3 million in fiscal 2002, $2.9 million in fiscal 2003, $0.7 million in fiscal 2004, and $0.2 million in fiscal 2005.

Item 7.   Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

With respect to the U.S. economy, spending continues to improve in many of the areas of information technology (“IT”) that we target such as security, regulatory compliance and server/function consolidation. We believe that strategic IT security projects put on hold in previous years are now being approved. Overall, increased IT funding is helping to attract new Linux and identity management business, which is still driven by an increased focus on gaining efficiencies and lowering operating costs.

Internationally, the European area of our EMEA segment has experienced sluggish growth. Market spending is still below our expectations with long sales cycles and a clear focus on IT cost savings. Consolidation of platforms and security remain high priority items for our customers.

The economy in Asia Pacific, including Japan, is mixed as some regions continue to struggle with core economic issues while others are growing at or above global rates.

We continue to make progress in several of our key product areas:

•  Linux and Open Source products remain an important growth business. Revenues from our Linux platform products increased 26% year over year in fiscal 2006. A major fiscal 2006 milestone was the delivery of SUSE Linux Enterprise 10, the platform for the Open Enterprise. SUSE Linux Enterprise 10 offers a complete open source platform for the mission-critical applications that drive customers’ businesses. It includes SUSE Linux Enterprise Server and SUSE Linux Enterprise Desktop, providing an array of enterprise-class computing solutions that we believe is unmatched in the industry.

•  We continue to grow our positions in the systems, security and identity management market by offering the most comprehensive products that address customer problems in the areas of security, compliance, risk mitigation and systems management. Our unique role-based, policy-driven approach has been well received, and we continue to experience strong invoicing growth in this category and a number of large enterprise deals. In fiscal year 2006, we introduced a number of new product releases including Novell Identity Manager 3, Novell Secure Login 6 and Novell Access Manager 3. Our e-Security Sentinel product acquisition provides a comprehensive compliance solution to integrate people, systems and processes. We expect strong revenue and performance momentum in fiscal 2007 from our new products.

•  We continued efforts to stabilize the decline of our revenue from our legacy products, such as OES and NetWare and NetWare-related products. Our legacy revenue base is an important source of cash flow and a potential opportunity for us to sell more products and services. With the release of our OES product in March 2005, we have taken steps to help maintain that installed base and address revenue declines of these products. Nevertheless, our combined NetWare and OES business declined by 18% during fiscal 2006 compared to fiscal 2005. We continue to work with our customers to help them migrate from NetWare and other platforms

Novell annual report 2006 27

of our competitors to OES and SUSE Linux using tools, training and education emphasizing the return on investment of upgrading Linux versus proprietary platforms.

Our strategic focus is to provide enterprise-class infrastructure software and services with a flexible combination of open source and proprietary technologies. By implementing our solutions, customers can reduce costs and complexity while increasing the return on their IT investment. Unlike other infrastructure software providers, we help customers migrate from proprietary solutions to open source technology at a pace that best suits them.

In support of this strategy, we have identified several key initiatives including:

•  redesigning our sales model;

•  realigning our research and development processes; and

•  implementing changes in our administrative and support functions.

Our initiatives and their implementation involve opportunities, risks and challenges. While these initiatives, which we will implement in fiscal 2007, will require substantial investment, we believe they will result in long-term profitability. The following discusses these initiatives in further detail.

•  We intend to improve our sales model by investing in and aligning it to address our unique markets and opportunities. We are undertaking a major shift from direct to indirect sales coverage and capabilities. Specifically, we are building out a world class infrastructure for web- and tele-sales that will be focused on our renewal activities, thus enabling our direct sales force to focus on new customer acquisition. Additionally, we are investing in new, dedicated sales force training and specialization roles, which we believe will result in improved customer conversations regarding the benefits of our products. Finally, we are increasing our targeted set of global strategic partners with whom we go to market with in our strategic product categories. In November 2006, we announced that one such partner was Microsoft.

•  We intend to restructure our research and development processes to reduce costs and improve productivity by evaluating the appropriate balance between on and offshore research and development locations. As a result, we are investing in overlapping, offshore research and development teams to eventually assume functions once handled in more expensive environments. Additionally, we believe our investments in an improved product life-cycle management process will help facilitate this activity while assuring our products are addressing the needs of the market.

•  We plan to implement changes to our administrative and support functions in the near future with the goal of increasing efficiency and reducing costs. We are currently reviewing recommendations made by an external specialty consulting firm that we hired to study our administrative support functions and cost structure as the first step toward implementing this initiative.

Critical Accounting Policies

An accounting policy is deemed to be critical if it requires us to make an accounting estimate based on assumptions about matters that are uncertain at the time an accounting estimate is made, and if different estimates that reasonably could have been used or changes in the accounting estimate that are reasonably likely to occur periodically could materially change the financial statements. We consider accounting policies related to revenue recognition and related reserves, impairment of long-lived assets, valuation of deferred tax assets, loss contingency accruals and share-based payments to be critical accounting policies due to the judgments and estimation processes involved in each.

Revenue Recognition and Related Reserves.  Our revenue is derived primarily from the sale of software licenses, software maintenance, upgrade protection, subscriptions of SUSE Linux Enterprise Server (“SLES”), technical support, training, and consulting services. Our customers include: distributors, who sell our products to resellers, dealers, and VARs; OEMs, who integrate our products with their products or solutions; VARs, who provide solutions across multiple vertical market segments which usually includes services; and end users, who may purchase our products and services directly from Novell or from other partners or resellers. Except for our SUSE Linux product, distributors do not order to stock and only order products when they have an end customer order,

28 Novell annual report 2006

which they present to us. With respect to our SUSE Linux product, distributors place orders and the product is then sold through to end customers principally through the retail channel. OEMs report the number of copies duplicated and sold via an activity or royalty report. Software maintenance, upgrade protection, technical support, and subscriptions of SLES typically involve one to three year contract terms. Our standard contracts offer a 90-day right of return.

Revenue is recognized in accordance with Statement of Position (“SOP”) 97-2, “Software Revenue Recognition,” and Staff Accounting Bulletin No. 104, “Revenue Recognition,” and related interpretations. When an arrangement does not require significant production, modification or customization of software or does not contain services considered to be essential to the functionality of the software, revenue is recognized when the following four criteria are met:

•  Persuasive evidence of an arrangement exists — We require evidence of an agreement with a customer specifying the terms and conditions of the products or services to be delivered typically in the form of a signed contract or statement of work accompanied by a purchase order.

•  Delivery has occurred — For software licenses, delivery takes place when the customer is given access to the software programs via access to a web site or shipped medium. For services, delivery takes place as the services are provided.

•  The fee is fixed or determinable — Fees are fixed or determinable if they are not subject to a refund or cancellation and do not have payment terms that exceed our standard payment terms. Typical payment terms are net 30 days.

•  Collection is probable — We perform a credit review of all customers with significant transactions to determine whether a customer is creditworthy and collection is probable. Prior Novell established credit history, credit reports, financial statements, and bank references are used to assess creditworthiness.

In general, revenue for transactions that do not involve software customization or services considered essential to the functionality of the software is recognized as follows:

•  Software license fees for our SUSE Linux product are recognized when the product is sold through to an end customer;

•  Software license fees for sales through OEMs are recognized upon receipt of license activity or royalty reports;

•  All other software license fees are recognized upon delivery of the software;

•  Software maintenance, upgrade protection, technical support, and subscriptions of SLES are recognized ratably over the contract term; and

•  Consulting, training and other similar services are recognized as the services are performed.

If the fee due from the customer is not fixed or determinable, revenue is recognized as payments become due from the customer. If collection is not considered probable, revenue is recognized when the fee is collected. We record provisions against revenue for estimated sales returns and allowances on product and service-related sales in the same period as the related revenue is recorded. We also record a provision to operating expenses for bad debts resulting from customers’ inability to pay for the products or services they have received. These estimates are based on historical sales returns and bad debt expense, analyses of credit memo data, and other known factors, such as bankruptcy. If the historical data we use to calculate these estimates do not accurately reflect future returns or bad debts, adjustments to these reserves may be required that would increase or decrease revenue or net income.

Many of our software arrangements include multiple elements. Such elements typically include any or all of the following: software licenses, rights to additional software products, software maintenance, upgrade protection, technical support, training and consulting services. For multiple-element arrangements that do not involve significant modification or customization of the software and do not involve services that are considered essential to the functionality of the software, we allocate value to each element based on its relative fair value, if sufficient Novell-specific objective evidence of fair value exists for each element of the arrangement. Novell-specific

Novell annual report 2006 29

objective evidence of fair value is determined based on the price charged when each element is sold separately. If sufficient Novell-specific objective evidence exists for all undelivered elements, but does not exist for the delivered element, typically the software, then the residual method is used to allocate value to each element. Under the residual method, each undelivered element is allocated value based on Novell-specific objective evidence of fair value for that element, as described above, and the remainder of the total arrangement fee is allocated to the delivered element, typically the software. If sufficient Novell-specific objective evidence does not exist for all undelivered elements and the arrangement involves rights to unspecified additional software products, all revenue is recognized ratably over the term of the arrangement. If the arrangement does not involve rights to unspecified additional software products, all revenue is initially deferred until typically the only remaining undelivered element is software maintenance or technical support, at which time the entire fee is recognized ratably over the remaining maintenance or support term.

In the case of multiple-element arrangements that involve significant modification or customization of the software or involve services that are considered essential to the functionality of the software, contract accounting is applied. When Novell-specific objective evidence exists for software maintenance or technical support in arrangements requiring contract accounting, the consulting and license fees are combined and revenue is recognized on the percentage of completion basis. The percentage of completion is generally calculated using estimated hours incurred to date relative to the total expected hours for the entire project. The cumulative impact of any revision in estimates to complete or recognition of losses on contracts is reflected in the period in which the changes or losses become known. The maintenance or support fee is unbundled from the other elements and revenue is recognized ratably over the maintenance or support term. When Novell-specific objective evidence does not exist for software maintenance or support, then all revenue is deferred until completion of the consulting services, at which time the entire fee is recognized ratably over the remaining maintenance or support period.

Consulting project contracts are either time-and-materials or fixed-price contracts. Revenue from time-and-materials contracts is recognized as the services are performed. Revenue from fixed-price contracts is recognized based on the proportional performance method, generally using estimated time to complete to measure the completed effort. The cumulative impact of any revision in estimates to complete or recognition of losses on contracts is reflected in the period in which the changes or losses become known. Consulting revenue includes reimbursable expenses charged to our clients.

Long-lived Assets.  Our long-lived assets include net fixed assets, goodwill, and other intangible assets. At October 31, 2006, our long-lived assets included $184.1 million of net fixed assets, $424.7 million of goodwill, and $40.4 million of identifiable intangible assets.

We periodically review our property, plant, and equipment and finite-lived intangible assets for impairment in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors that could indicate an impairment include significant underperformance of the asset as compared to historical or projected future operating results, significant changes in the actual or intended use of the asset, or significant negative industry or economic trends. When we determine that the carrying value of an asset may not be recoverable, the related estimated future undiscounted cash flows expected to result from the use and eventual disposition of the asset are compared to the carrying value of the asset. If the sum of the estimated future cash flows is less than the carrying amount, we record an impairment charge based on the difference between the carrying value of the asset and its fair value, which we estimate based on discounted expected future cash flows. In determining whether an asset is impaired, we must make assumptions regarding recoverability of costs, estimated future cash flows from the asset, intended use of the asset and other related factors. If these estimates or their related assumptions change, we may be required to record impairment charges for these assets.

We evaluate the recoverability of goodwill and indefinite-lived intangible assets annually as of August 1, or more frequently if events or changes in circumstances warrant, such as a material adverse change in the business. Goodwill is considered to be impaired when the carrying value of a reporting unit exceeds its estimated fair value. Indefinite-lived intangible assets are considered impaired if their carrying value exceeds their estimated fair value. Fair values are estimated using a discounted cash flow methodology. In assessing the

30 Novell annual report 2006

recoverability of our goodwill and indefinite-lived intangible assets, we must make assumptions regarding estimated future cash flows and other factors to determine the fair value of the respective assets. This process requires subjective judgment at many points throughout the analysis. Changes in reporting units and changes to the estimates used in the analyses, including estimated future cash flows, could cause one or more of the reporting units or indefinite-lived intangibles to be valued differently in future periods. Future analysis could potentially result in a non-cash goodwill impairment charge of up to $424.7 million, the full amount of our goodwill, depending on the estimated value of the reporting units and the value of the net assets attributable to those reporting units at that time.

During the fourth quarters of fiscal 2006, 2005, and 2004, we completed our annual goodwill impairment reviews and determined that there was no goodwill impairment. These assessments are made at the reporting unit level, and therefore we could be subject to an impairment charge to goodwill if any one of our reporting units does not perform in line with forecasts in the future. In addition, changes in the assumptions used in the analyses could have changed the resulting outcomes. For example, to estimate the fair value of our reporting units at August 1, 2006, we made estimates and judgments about future cash flows based on our fiscal 2007 forecast and current long-range plans used to manage the business. These long-range estimates could change in the future depending on internal changes in our company as well as external factors. Future changes in estimates could possibly result in a non-cash impairment charge that could have a material adverse impact on our results of operations. Beginning in the first quarter of fiscal 2007, we will begin operating and reporting our financial results in four new business unit segments based on information solution categories. We do not anticipate that implementation of the change in segments will result in an impairment of our goodwill, however, future performance of the new segments could result in a non-cash impairment charge.

Developed technology is amortized over three years as a cost of revenue. Patents are amortized over their estimated useful lives, generally ten years, as a cost of revenue. Customer/contractual relationships are amortized over one to three years as a sales expense. Most of our trademarks/trade names have indefinite lives and therefore are not amortized but are reviewed for impairment at least annually. During fiscal 2006, we recorded a $1.2 million impairment charge for certain intangible assets we acquired as a part of the Ximian acquisition. During fiscal 2005, we recorded a $1.5 million impairment charge for certain intangible assets we acquired as a part of the SilverStream and SUSE acquisitions.

Deferred Tax Assets.  In accordance with applicable accounting standards, we regularly assess our ability to realize our deferred tax assets. Assessments of the realization of deferred tax assets require that management consider all available evidence, both positive and negative, and make significant judgments about many factors, including the amount and likelihood of future taxable income. Based on all the available evidence, we continue to believe that it is more likely than not that our remaining U.S. net deferred tax assets, and certain foreign deferred tax assets, are not currently realizable. As a result, we continue to provide a full valuation reserve on our U.S. net deferred tax assets and certain foreign deferred tax assets.

Loss Contingency Accruals and Restructurings.  We are required to make accruals for certain loss contingencies related to litigation and taxes. We accrue these items in accordance with SFAS No. 5, “Accounting for Contingencies,” which requires us to accrue for losses we believe are probable and can be reasonably estimated, however, the estimation of the amount to accrue requires significant judgment. Litigation accruals require us to make assumptions about the future outcome of each case based on current information. Tax accruals require us to make assumptions based on the results of tax audits, past experience and interpretations of tax law. When our restructurings include leased facilities, in accordance with SFAS 146, “Accounting for Costs Associated with Exit or Disposal Activities,” we are required to make assumptions about future sublease income, which would offset our costs and decrease our accrual. From time to time, we are subjected to tax audits and must make assumptions about the outcome of the audit. If any of the estimates or their related assumptions change in the future, or if actual outcomes are different than our estimates, we may be required to record additional charges or reduce our accruals. During fiscal 2006, we recorded a $24.0 million adjustment to increase accruals related to loss contingencies due to changes in facts and circumstances. During fiscal 2005, we recorded a $1.2 million adjustment to reduce previous restructuring accruals and a $5.3 million adjustment to increase merger liabilities primarily due to changes in estimates we originally made regarding future subleases. In fiscal 2004, we recorded a $4.9 million adjustment to a

Novell annual report 2006 31

previous restructuring accrual due to changes in estimates we originally made regarding future sublease income, a $9.0 million reduction of our litigation accrual due to changes in the estimated outcome of certain ongoing legal cases and $6.0 million reduction to our income tax accrual to reflect current estimated tax exposures.

Share-based Payments.  On November 1, 2005, we adopted Statement of Financial Accounting Standards (“SFAS”) No. 123(R), “Share-Based Payment,” which requires us to account for share-based payment transactions using a fair value-based method and recognize the related expense in the results of operations. Prior to our adoption of SFAS No.123(R), as permitted by SFAS No. 123, we accounted for share-based payments to employees using the Accounting Principles Board Opinion No. 25 (“APB 25”), “Accounting for Stock Issued to Employees,” intrinsic value method and, therefore, we generally recognized compensation expense for restricted stock awards and did not recognize compensation cost for employee stock options. SFAS No. 123(R) allows companies to choose one of two transition methods: the modified prospective transition method or the modified retrospective transition method. We chose to use the modified prospective transition methodology, and accordingly, we have not restated the results of prior periods.

Under the fair value recognition provisions of SFAS No. 123(R), share-based compensation cost is estimated at the grant date based on the fair value of the award and is recognized as expense over the requisite service period of the award. The fair value of restricted stock awards is determined by reference to the fair market value of our common stock on the date of grant. Consistent with the valuation method we used for disclosure-only purposes under the provisions of SFAS No. 123, we use the Black-Scholes model to value both service condition and performance condition option awards under SFAS No. 123(R). For awards with market conditions granted subsequent to our adoption of SFAS No. 123(R), we use a lattice valuation model to estimate fair value. For awards with only service conditions and graded-vesting features, we recognize compensation cost on a straight-line basis over the requisite service period. For awards with performance or market conditions granted subsequent to our adoption of SFAS No. 123(R), we recognize compensation cost based on the graded-vesting method.

Determining the appropriate fair value model and related assumptions requires judgment, including estimating stock price volatility, forfeiture rates, and expected terms. The expected volatility rates are estimated based on historical and implied volatilities of our common stock. The expected term represents the average time that options that vest are expected to be outstanding based on the vesting provisions and our historical exercise, cancellation and expiration patterns. We estimate pre-vesting forfeitures when recognizing compensation expense based on historical rates and forward-looking factors. We update these assumptions at least on an annual basis and on an interim basis if significant changes to the assumptions are warranted.

We issue performance-based equity awards, typically to senior executives, which vest upon the achievement of certain financial performance goals, including revenue and income targets. Determining the appropriate amount to expense based on the anticipated achievement of the stated goals requires judgment, including forecasting future financial results. The estimate of expense is revised periodically based on the probability of achieving the required performance targets and adjustments are made as appropriate. The cumulative impact of any revision is reflected in the period of change. If the financial performance goals are not met, the award does not vest, so no compensation cost is recognized and any previously recognized compensation cost is reversed.

In the past, we have issued market condition equity awards, typically granted to senior executives, the vesting of which is accelerated or contingent upon the price of Novell common stock meeting specified pre-established stock price targets. For awards granted prior to our adoption of SFAS No. 123(R), the fair value of each market condition award was estimated as of the grant date using the same option valuation model used for time-based options without regard to the market condition criteria. As a result of our adoption of SFAS No. 123(R), compensation cost is recognized over the estimated requisite service period and is not reversed if the market condition target is not met. If the pre-established stock price targets are achieved, any remaining expense on the date the target is achieved is recognized either immediately or, in situations where there is a remaining minimum time vesting period, ratably over that period.

32 Novell annual report 2006

SAB 108

In September 2006, the SEC staff issued Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements” (“SAB 108”). SAB 108 was issued in order to eliminate the diversity of practice surrounding how public companies quantify financial statement misstatements. SAB 108 is effective for fiscal years ending after November 15, 2006, but we adopted it early in fiscal 2006.

Traditionally, there have been two widely-recognized methods for quantifying the effects of financial statement misstatements: the “roll-over” method and the “iron curtain” method. The roll-over method focuses primarily on the impact of a misstatement on the income statement, including the reversing effect of prior year misstatements, but its use can lead to the accumulation of misstatements on the balance sheet. The iron-curtain method, on the other hand, focuses primarily on the effect of correcting the period-end balance sheet with less emphasis on the reversing effects of prior year errors on the income statement. Prior to our application of the guidance in SAB 108, we consistently applied the roll-over method when quantifying financial statement misstatements.

In SAB 108, the SEC staff established an approach that requires quantification of financial statement misstatements based on the effects of misstatements on each of the financial statements and the related financial statement disclosures. This model is commonly referred to as a “dual approach” because it requires quantification of errors under both the iron curtain and the roll-over methods.

SAB 108 permits us to initially apply its provisions to errors that are material under the dual method but were not previously material under our previously used method of assessing materiality either by (i) restating prior financial statements as if the “dual approach” had always been applied or (ii) recording the cumulative effect of initially applying the “dual approach” as adjustments to the carrying values of the applicable balance sheet accounts as of November 1, 2005 with an offsetting adjustment recorded to the opening balance of retained earnings. We elected to record the effects of applying SAB 108 using the cumulative effect transition method and adjusted beginning retained earnings for fiscal 2006 in the accompanying consolidated financial statements for misstatements associated with our historical stock-based compensation expense and related income tax effects as described below. We do not consider any of the misstatements to have a material impact on our consolidated financial statements in any of the prior years affected under our previous method for quantifying misstatements, the roll-over method.

Historical Stock-Based Compensation Practices

On May 23, 2007, we announced that we had completed our self-initiated, voluntary review of our historical stock-based compensation practices and determined the related accounting impact.

The review was conducted under the direction of the Audit Committee of our Board of Directors, who engaged the law firm of Cahill Gordon & Reindel LLP, with whom we had no previous relationship, as independent outside legal counsel to assist in conducting the review. The scope of the review covered approximately 400 grant actions (on approximately 170 grant dates) from November 1, 1996 through September 12, 2006. Within these pools of grants are more than 58,000 individual grants. In total, the review encompassed awards relating to more than 230 million shares of common stock granted over the ten-year period.

The Audit Committee, together with its independent outside legal counsel, did not find any evidence of intentional wrongdoing by any former or current Novell employees, officers or directors. We have determined, however, that we utilized incorrect measurement dates for some of the stock-based compensation awards granted during the review period. The incorrect measurement dates can be attributed primarily to the following reasons:

Administrative Corrections — In the period of fiscal 1997 to 2005, we corrected administrative errors identified subsequent to the original authorization by awarding stock options that we dated with the original authorization date. The administrative errors included incorrect lists of optionees, generally new hires who were inadvertently omitted from the lists of optionees because of the delayed updating of our personnel list, and miscalculations of the number of options to be granted to particular employees on approved lists.

Novell annual report 2006 33

Number of Shares Approved Not Specified — Documented authorization for certain grants, primarily in the period from fiscal 1997 through 2000, lacked specificity for some portion or all of the grant.

Authorization Incomplete or Received Late — For certain grants, primarily in the period from fiscal 1997 through 2004, there is incomplete documentation to determine with certainty when the grants were actually authorized or the authorization was received after the stated grant date.

In light of the above findings, we and our advisors performed an exhaustive process to uncover all information that could be used in making a judgment as to appropriate measurement dates. We used all available information to form conclusions as to the most likely option granting actions that occurred and to form conclusions as to the appropriate measurement dates.

Under APB No. 25, “Accounting for Stock Issued to Employees,” because the exercise prices of the stock options on the new measurement dates were, in some instances, lower than the fair market value of the underlying stock on such dates, we are required to record compensation expense for these differences. As a result, stock-based compensation expense in a cumulative after-tax amount of approximately $19.2 million should have been reported in the consolidated financial statements for the fiscal years ended October 31, 1997 through October 31, 2005. After considering the materiality of the amounts of stock-based compensation and related income tax effects that should have been recognized in each of the applicable historic periods, including the interim periods of fiscal 2005 and 2006, we determined that the errors were not material to any prior period, on either a quantitative or qualitative basis, under our previous method for quantifying misstatements, the roll-over method. Therefore, we will not restate our consolidated financial statements for prior periods. In accordance with the provisions of SAB 108, we decreased beginning retained earnings at November 1, 2005 by approximately $19.2 million, from $984.1 million to $964.9 million, or a reduction of two percent, with the offset to additional paid-in capital in the consolidated balance sheet.

The following table summarizes the effects, net of income taxes, (on a cumulative basis prior to fiscal 2004 and in fiscal 2004 and 2005) resulting from changes in measurement dates and the related application of the guidance applicable to the initial compliance with SAB 108:

	(Amounts in 000s)
Cumulative prior to fiscal 2004	$	18,291
Fiscal 2004		698
Fiscal 2005		201
Total adjustment at November 1, 2005	$	19,190

Acquisitions and Equity Investments

e-Security

On April 19, 2006, we acquired 100% of the outstanding stock of e-Security, Inc., a privately held company headquartered in Vienna, Virginia. e-Security provides security information, event management and compliance software. e-Security’s products are now part of our identity and access management sub-category. The purchase price was approximately $71.7 million in cash, plus transaction costs of $1.1 million. e-Security’s results of operations have been included in our consolidated financial statements beginning on the acquisition date.

Open Invention Network, LLC

In November 2005, Open Invention Network, LLC (“OIN”) was established by us, IBM, Philips, Red Hat and Sony. OIN is a privately held company that has acquired and intends to continue acquiring patents to promote Linux and open source by offering its patents on a royalty-free basis to any company, institution or individual that agrees not to assert its patents against the Linux operating system or certain Linux-related applications. In addition, OIN, in its discretion, will enforce its patents to the extent it believes such action will serve to further protect and promote Linux and open source. Each party contributed capital with a fair value of $20.0 million to OIN. We account for our 20% ownership interest using the equity method of accounting. Our $20.0 million contribution

34 Novell annual report 2006

consisted of patents with a fair value of $15.8 million, including $0.3 million of prepaid acquisition costs, and cash of $4.2 million. At the time of the contribution, the patents had a book value of $14.4 million, including $0.3 million of prepaid acquisition costs. The $1.4 million difference between the fair value and book value of the patents will be amortized to our investment in OIN account and equity income over the remaining estimated useful life of the patents, which is approximately nine years. Our investment in OIN, as of October 31, 2006 of $18.9 million is classified as other assets in the consolidated balance sheet. In fiscal 2007, our ownership interest in OIN decreased to approximately 17% due to the addition of NEC, a new investor in the company.

Onward Novell

In December 2005, we acquired the remaining 50% ownership of our sales and marketing joint venture in India from our joint venture partner for approximately $7.5 million in cash and other consideration. At October 31, 2005, $7.5 million of our cash was held in an escrow account for the acquisition and classified as other assets in the consolidated balance sheet. The cash was paid out of the escrow account during the first quarter of fiscal 2006. At the time of the acquisition, the net book value of the minority interest was $5.3 million. The $2.0 million difference between the net book value of the minority interest and the amount we paid for the remaining 50% ownership was recorded as goodwill.

Tally Systems Corp.

On April 1, 2005, we acquired a 100% interest in Tally Systems Corp., a privately-held company headquartered in Lebanon, New Hampshire. Tally provides automated PC hardware and software recognition products and services used by customers to manage hardware and software assets. These products and services are now part of our ZENworks product line. The purchase price was approximately $17.3 million in cash, plus transaction costs of $0.4 million and excess facility costs of $4.5 million recorded as an acquisition liability. Tally’s results of operations have been included in our statement of operations beginning on the acquisition date.

Immunix, Inc.

On April 27, 2005, we acquired a 100% interest in Immunix, Inc., a privately-held company headquartered in Portland, Oregon, which provides enterprise class, host intrusion prevention solutions for the Linux platform. This acquisition enables us to expand security offerings on the Linux platform. The purchase price was approximately $17.3 million in cash, plus transaction costs of $0.4 million. Immunix’s results of operations have been included in our statement of operations beginning on the acquisition date.

Salmon Ltd.

On July 19, 2004, we purchased all of the outstanding stock of Salmon Ltd, a privately-held information technology services and consulting firm headquartered in Watford, England, for approximately $8.2 million in cash, plus merger and transaction costs of $0.6 million. Salmon’s results of operations have been included in our statement of operations beginning on the acquisition date.

The purchase agreement provides for contingent payments of up to an additional $10.6 million based upon the future revenue and profitability of both Salmon and Novell in the United Kingdom over a period of two years. Approximately $3.2 million of contingent earnouts were recorded to goodwill in fiscal 2005 and approximately $5.7 million in fiscal 2006.

On March 13, 2007, we sold our shares in Salmon Ltd, (“Salmon”) to Okam Limited, a United Kingdom Limited Holding Company for $4.9 million, plus approximately an additional $3.9 million contingent payment to be received if Salmon meets certain revenue targets.

SUSE LINUX AG

On January 12, 2004, we purchased substantially all of the outstanding stock of SUSE LINUX AG, a privately-held company and a leading provider of Linux-based products, for approximately $210.0 million in cash, plus

Novell annual report 2006 35

merger and transaction costs of $9.0 million. SUSE’s results of operations have been included in our statement of operations beginning on the acquisition date.

Divestitures

Celerant

On May 24, 2006, we sold our shares in Celerant consulting to a group comprised of Celerant management and Caledonia Investments plc for $77.0 million in cash. Celerant consulting was acquired by Novell in 2001 as part of the Cambridge Technology Partners purchase acquisition. There are no on-going shareholder or operational relationships between us and Celerant consulting. The sale of Celerant consulting does not impact our IT consulting business.

Celerant consulting is accounted for as a discontinued operation and accordingly, its results of operations and the gain on its sale are reported separately in a single line item in our consolidated statement of operations. The results of discontinued operations for fiscal years 2006, 2005, and 2004 are as follows:

	Fiscal Year Ended
	October 31,		October 31,		October 31,
	2006		2005		2004
	(In thousands)
Celerant net revenue	$	83,341	$	158,472	$	162,063
Celerant income before taxes	$	1,783	$	8,191	$	17,043
Gain on sale of Celerant		11,117		—		—
Income tax expense		972		2,760		6,451
Income from discontinued operations	$	11,928	$	5,431	$	10,592

Japan Consulting Group

On August 10, 2006, we sold our Japan consulting group (“JCG”) to Nihon Unisys, LTD (“Unisys”) for $4.0 million. $2.8 million of the selling price was paid at closing and $1.2 million is contingent upon certain key employees remaining employed by Unysis for a 12-month period after closing. Unisys will pay $200,000 for each key employee that is still employed by Unisys at the end of the retention period up to $1.2 million. We recorded a loss of $8.3 million related to the excess carrying amount of the JCG over its fair value, of which $7.1 million was to write off goodwill.

It is anticipated that the JCG will continue to be a key partner for Novell with respect to subcontracting consulting services. Likewise, the cash flows from the JCG to Novell are also anticipated to increase as Novell plans to be a subcontractor for the JCG. As a result of our expected continuing involvement, the JCG has not been presented as a discontinued operation.

Results of Operations

Revenue

We sell our products, services, and solutions primarily to corporations, government entities, educational institutions, resellers and distributors both domestically and internationally. In the statement of operations, we categorize revenue as software licenses or maintenance, subscriptions, and services. Software license revenue includes new and upgrade license revenue only. Maintenance, subscriptions, and services includes SLES subscriptions, upgrade protection contracts, and all other service revenue.

36 Novell annual report 2006

	Fiscal Year Ended October 31,						2006 vs			2005 vs
	2006		2005		2004		2005			2004
	(In thousands)						(Percentage change)
Software licenses	$	173,678	$	213,803	$	234,037		(19	)%		(9	)%
Maintenance, subscriptions, and services		793,599		825,420		769,817		(4	)%		7	%
Total net revenue	$	967,277	$	1,039,223	$	1,003,854		(7	)%		4	%

Software license revenue decreased in fiscal 2006 compared to fiscal 2005 primarily due to the impact of a large sale in the EMEA region in fiscal 2005, which added $21.5 million to license revenue in fiscal 2005, and a $28.5 million expected decline in license sales of NetWare/OES and other workspace products. These decreases were offset somewhat by a $9.0 million increase in sales of our identity and access management products, which are sold under the licensing model, and from more of our customers purchasing multiple-product, multiple-year subscriptions, which we record as maintenance, subscriptions, and services revenue.

Software licenses revenue decreased in fiscal 2005 compared to fiscal 2004 primarily due to declines in license sales of workspace products such as NetWare/OES and GroupWise. In addition, the decrease was due to more of our customers purchasing under multiple-product, multiple-year subscription contracts, which we classify as maintenance, subscriptions, and services revenue.

Maintenance, subscriptions, and services revenue decreased during fiscal 2006 compared to fiscal 2005 primarily due to a $21.9 million decrease in IT consulting and services revenue that was expected as a result of the restructuring actions taken in the fourth quarter of fiscal 2005 and a $25.7 million decrease NetWare/OES combined maintenance revenue, offset somewhat by increased maintenance revenue from our systems, security and identity management products of $18.8 million and increased subscriptions for our Linux open platform solutions of $9.5 million. The change in the mix of our revenue towards more maintenance and subscription contracts has somewhat increased revenue in the maintenance, subscriptions, and services category compared to the software licenses category during the fiscal 2006.

Maintenance, subscriptions, and services revenue increased during fiscal 2005 compared to fiscal 2004 due primarily to higher IT consulting and services revenue of $28.4 million resulting from the acquisition of Salmon and increased consulting revenue in all geographic regions, and $27.2 million due to higher maintenance revenue. The change in the mix of our revenue towards more maintenance and subscription contracts has also driven the increase in revenue in the maintenance, subscriptions, and services category.

During fiscal 2006, we also analyzed revenue by the following solution categories:

•  Systems, security, and identity management (formerly Identity-driven computing solutions). Sub-categories include:

•  Resource management — major products include ZENworks

•  Identity and access management — major products include Identity Manager, Secure Login, iChain and Sentinel

•  Other systems, security, and identity management products — major products include eDirectory and web services

•  Open platform solutions.  Sub-categories include:

•  Linux platform products — major products include SUSE LINUX Enterprise Server and our Linux desktop products

•  Other open platform products — major products include SUSE LINUX Professional

•  Workspace solutions.  Sub-categories include:

•  Open Enterprise Server (“OES”)

Novell annual report 2006 37

•  NetWare and other NetWare-related — major products include NetWare and Cluster Services

•  Collaboration — major products include GroupWise

•  Other workspace — major products include BorderManager and Novell iFolder

•  Global services and support — comprehensive IT consulting, training, and technical support services that apply business solutions to our customers’ business situations, providing the business knowledge and technical expertise to help our customers implement our technology.

Prior to fiscal 2006, Open platform solutions and Workspace solutions were combined in a category called Linux and platform services solutions. Prior to the third quarter of fiscal 2006, OES was classified in open platform solutions. Beginning in the third quarter of fiscal 2006, OES is categorized in workspace solutions. Prior periods have been recast to conform to the new presentation.

	Fiscal Year Ended October 31,						2006 vs			2005 vs
	2006		2005		2004		2005			2004
	(In thousands)						(Percentage change)
Resource management	$	134,579	$	144,358	$	124,338
Identity and access management		97,721		74,936		61,324
Other systems, security, and identity management products		17,975		21,022		21,353
Systems, security and identity management		250,275		240,316		207,015		4	%		16	%
Linux platform products		45,296		35,836		19,309
Other open platform products		8,146		17,761		14,678
Open platform solutions		53,442		53,597		33,987		—	%		58	%
Open Enterprise Server		181,695		85,331		—
NetWare and other NetWare-related		47,779		193,549		301,441
Collaboration		96,176		99,422		103,556
Other workspace products		23,594		30,842		50,093
Workspace solutions		349,244		409,144		455,090		(15	)%		(10	)%
Total software licenses and maintenance		652,961		703,057		696,092
Global services and support		314,316		336,166		307,762		(6	)%		9	%
Total net revenue	$	967,277	$	1,039,223	$	1,003,854		(7	)%		4	%

Systems, security and identity management increased in fiscal 2006 compared to fiscal 2005 primarily due to strong sales growth in our identity and access management products, which increased by 30% year-over-year. These increases were offset by decreases in our resource management products due primarily to $13.4 million of revenue recognized from a large transaction in EMEA during the fourth quarter of fiscal 2005.

Systems, security and identity management revenue increased in fiscal 2005 compared to fiscal 2004 due primarily to $13.4 million of revenue recognized from a large transaction in EMEA during the fourth quarter of fiscal 2005, which included ZENworks and Identity Manager products. In addition, revenue from sales of Identity Manager products increased by approximately $11.1 million during the same period.

Open platform solutions remained flat in fiscal 2006 compared to fiscal 2005 as the increases in SUSE Linux Enterprise Server and our Linux desktop product sales were offset by declines in the SUSE Linux consumer product.

Open platform solutions revenue increased in fiscal 2005 compared to fiscal 2004 due primarily to an increase of $16.8 million in sales of our SUSE Linux Enterprise Server products.

38 Novell annual report 2006

Workspace solutions decreased in fiscal 2006 compared to fiscal 2005 primarily due to a decrease in our combined NetWare-related/OES revenue and declines in our installed base, offset somewhat by the release of OES in the middle of the second quarter of fiscal 2005. NetWare and NetWare-related revenue combined with OES revenue decreased $49.4 million or 18% in fiscal 2006 compared to fiscal 2005. We expect year over year declines for combined NetWare-related revenue and OES revenue to continue in the same range during fiscal 2007.

Workspace solutions revenue decreased in fiscal 2005 compared to fiscal 2004 primarily due to a decline in combined NetWare/OES revenue of $22.6 million and decreased collaboration revenue of $4.1 million.

Global services and support decreased in fiscal 2006 compared to fiscal 2005 primarily due to expected decreases in IT consulting revenue in the EMEA and Asia Pacific segments as a result of our decision to focus on Novell product-related consulting, thereby eliminating projects that did not focus on our products and reducing revenue from general IT consulting projects.

Global services and support revenue increased in fiscal 2005 compared to fiscal 2004 primarily due to favorable foreign exchange rates, the acquisition of Salmon and increased consulting and services revenue in the Americas.

Further explanation of revenue trends by product follows in the discussion of revenue by geographic segment.

Revenue by reporting segment was as follows:

	Fiscal Year Ended October 31,						2006 vs			2005 vs
	2006		2005		2004		2005			2004
	(In thousands)						(Percentage change)
Americas	$	536,813	$	537,198	$	535,507		—	%		—	%
EMEA		345,597		407,998		378,269		(15	)%		8	%
Asia Pacific		84,867		94,027		90,078		(10	)%		4	%
Total net revenue	$	967,277	$	1,039,223	$	1,003,854		(7	)%		4	%

Revenue by solution category in the Americas was as follows:

	Fiscal Year Ended October 31,						2006 vs			2005 vs
	2006		2005		2004		2005			2004
	(In thousands)						(Percentage change)
Resource management	$	77,785	$	75,412	$	69,300
Identity and access management		55,105		37,742		30,418
Other systems, security, and identity management products		10,806		12,578		11,230
Systems, security and identity management		143,696		125,732		110,948		14	%		13	%
Linux platform products		21,292		16,854		7,026
Other open platform products		4,431		6,213		4,758
Open platform solutions		25,723		23,067		11,784		12	%		96	%
Open Enterprise Server		110,396		46,351		—
NetWare and other NetWare-related		16,944		103,728		162,172
Collaboration		61,349		61,213		64,583
Other workspace products		10,267		12,234		30,481
Workspace solutions		198,956		223,526		257,236		(11	)%		(13	)%
Total software licenses and maintenance		368,375		372,325		379,968
Global services and support		168,438		164,873		155,539		2	%		6	%
Total net revenue	$	536,813	$	537,198	$	535,507		—	%		—	%

Novell annual report 2006 39

Revenue from the Americas decreased slightly in fiscal 2006 compared to fiscal 2005 due primarily to decreased combined NetWare/OES revenue, offset somewhat by increased revenue from identity and access management, Linux platform, and resource management products. We had revenue from OES for the entire year in fiscal 2006 compared to only two and a half quarters in fiscal 2005.

Revenue from the Americas remained flat in fiscal 2005 compared to fiscal 2004. Revenue in fiscal 2004 included $13.5 million of Canopy royalty revenue. Excluding the Canopy revenue in fiscal 2004, revenue was up $15.2 million in fiscal 2005 compared to fiscal 2004, primarily due to increases in consulting and services revenue, Linux platform revenue, resource management revenue, and identity and access management product revenue. These increases were offset somewhat by lower combined NetWare/OES revenue of $12.1 million and lower collaboration revenue. Overall, favorable foreign currency exchange rates increased revenue in the Americas segment by approximately $3.1 million during fiscal 2005.

Revenue by solution category in EMEA was as follows:

	Fiscal Year Ended October 31,						2006 vs			2005 vs
	2006		2005		2004		2005			2004
	(In thousands)						(Percentage change)
Resource management	$	48,279	$	61,153	$	47,308
Identity and access management		33,875		30,109		25,553
Other systems, security, and identity management products		5,850		6,720		7,507
Systems, security and identity management		88,004		97,982		80,368		(10	)%		22	%
Linux platform products		19,642		16,524		9,507
Other open platform products		2,934		11,302		12,053
Open platform solutions		22,576		27,826		21,560		(19	)%		29	%
Open Enterprise Server		60,893		34,294		—
NetWare and other NetWare-related		18,895		68,787		108,802
Collaboration		30,589		33,362		33,284
Other workspace products		5,297		9,442		10,370
Workspace solutions		115,674		145,885		152,456		(21	)%		(4	)%
Total software licenses and maintenance		226,254		271,693		254,384
Global services and support		119,343		136,305		123,885		(12	)%		10	%
Total net revenue	$	345,597	$	407,998	$	378,269		(15	)%		8	%

Revenue from EMEA decreased in fiscal 2006 compared to fiscal 2005, primarily due to a decrease in combined NetWare/OES revenue, IT consulting revenue, and resource management revenue. Consulting revenue decreases were expected and primarily the result of our planned move to focus on Novell product-related consulting. The decreases in other open platform revenue were also expected and were primarily the result of planned reductions of our consumer product, SUSE Linux (formerly SUSE Professional). The decrease in resource management revenue was due primarily to a large transaction in EMEA during the fourth quarter of fiscal 2005, which included ZENworks and Identity Manager products. Overall, foreign currency exchange rates decreased revenue in the EMEA segment by approximately $5.5 million during fiscal 2006.

Revenue from EMEA increased in fiscal 2005 compared to fiscal 2004, primarily due to additional revenue from favorable foreign currency rates of $12.5 million. In addition, after adjusting for foreign currency impacts, revenue increased due to higher resource management revenue, increased IT consulting revenue, primarily from the acquisition of Salmon, and increased Linux platform revenue. These increases were offset somewhat by decreases in combined NetWare/OES revenue of $8.6 million.

40 Novell annual report 2006

Revenue by solution category in Asia Pacific was as follows:

	Fiscal Year Ended October 31,						2006 vs			2005 vs
	2006		2005		2004		2005			2004
	(In thousands)						(Percentage change)
Resource management	$	8,515	$	7,792	$	7,729
Identity and access management		8,741		7,086		5,354
Other systems, security, and identity management products		1,318		1,724		2,615
Systems, security and identity management		18,574		16,602		15,698		12	%		6	%
Linux platform products		4,363		2,459		454
Other open platform products		781		246		189
Open platform solutions		5,144		2,705		643		90	%		321	%
Open Enterprise Server		10,405		4,686		—
NetWare and other NetWare-related		11,940		21,034		30,466
Collaboration		4,239		4,847		5,689
Other workspace products		8,030		9,166		9,244
Workspace solutions		34,614		39,733		45,399		(13	)%		(12	)%
Total software licenses and maintenance		58,332		59,040		61,740
Global services and support		26,535		34,987		28,338		(24	)%		23	%
Total net revenue	$	84,867	$	94,027	$	90,078		(10	)%		4	%

Revenue in the Asia Pacific segment decreased in fiscal 2006 compared to fiscal 2005 primarily due to decreased combined NetWare/OES revenue and a decrease in IT consulting revenue, offset slightly from small increases in revenue from each of the other categories.

Revenue in the Asia Pacific segment increased slightly in fiscal 2005 compared to fiscal 2004. Decreases in combined NetWare/OES, combined, revenue of $4.7 million were offset by increases in consulting and services revenue, higher Linux revenue, and favorable foreign currency exchange rates of $2.0 million.

Deferred revenue

Deferred revenue represents revenue that is expected to be recognized in future periods. The majority of deferred revenue relates to maintenance contracts and subscriptions and is recognized ratably over the related service periods, typically one to three years. The increase in deferred revenue of $21.2 million at October 31, 2006 compared to October 31, 2005 is primarily attributable to increased subscription revenue and improved advanced invoicing. As more of our revenue contracts shift to multiple-product, multiple-year subscription arrangements, we expect that a greater proportion of our revenue will initially be deferred and recognized over the contractual service term as maintenance and subscription revenue.

Novell annual report 2006 41

Gross profit

	Fiscal Year Ended October 31,									2006 vs			2005 vs
	2006			2005			2004			2005			2004
	($ in thousands)									(Percentage change)
Software licenses	$	155,517		$	192,203		$	210,559			(19	)%		(9	)%
As a percent of software license revenue		90	%		90	%		90	%
Maintenance, subscriptions, and services	$	491,675		$	494,954		$	471,417			(1	)%		5	%
As a percent of maintenance, subscriptions and services revenue		62	%		60	%		61	%
Total gross profit	$	647,192		$	687,157		$	681,976			(6	)%		1	%
As a percent of net revenue		67	%		66	%		68	%

Gross profit from software licenses as a percentage of related sales remained flat from fiscal 2004 through fiscal 2006. The decrease in gross profit from software licenses for fiscal 2006 compared to fiscal 2005 is primarily due to decreased sales of software licenses and the related shift in revenue from licenses to subscriptions. The decrease in gross profit from software licenses for fiscal 2005 compared to fiscal 2004 is primarily due to decreased sales volume of software licenses.

The increase in gross profit from maintenance, subscriptions, and services as a percentage of maintenance, subscriptions, and services revenue for fiscal 2006 compared to fiscal 2005 was primarily a result of the consulting headcount reductions that took place in fiscal 2005 and a shift in the mix of revenue to more product-related revenue compared to consulting revenue, which carries higher costs of goods. These improvements were offset somewhat by additional stock-based compensation expense from the adoption of SFAS No. 123(R), which totaled approximately $4.1 million in fiscal 2006.

The increase in gross profit from maintenance, subscriptions, and services for fiscal 2005 compared to fiscal 2004 is primarily due to increased sales volume in the related sales category. The decrease in gross profit from maintenance, subscriptions, and services as a percentage of related revenue for fiscal 2005 compared to fiscal 2004 is primarily due to the impact of the Canopy royalty revenue recognized in fiscal 2004, which did not have any costs associated with it, and a shift in the mix of revenue in this category to lower margin consulting services revenue, increased royalty costs and increased amortization of intangible assets associated with recent acquisitions.

42 Novell annual report 2006

Operating expenses

	Fiscal Year Ended October 31,									2006 vs			2005 vs
	2006			2005			2004			2005			2004
	($ in thousands)									(Percentage change)
Sales and marketing	$	357,116		$	359,991		$	337,624			(1	)%		7	%
as a percent of net revenue		37	%		35	%		34	%
Product development	$	180,380		$	199,971		$	194,607			(10	)%		3	%
as a percent of net revenue		19	%		19	%		20	%
General and administrative	$	128,922		$	92,632		$	80,758			39	%		15	%
as a percent of net revenue		13	%		9	%		8	%
Restructuring expenses	$	4,405		$	57,753		$	22,903			(92	)%		152	%
as a percent of net revenue		—	%		6	%		2	%
Purchased in-process research and development	$	2,110		$	480		$	—			340	%		—	%
as a percent of net revenue		—	%		—	%		—	%
Gains on sale of property, plant & equipment	$	(5,968	)	$	(1,589	)	$	(1,977	)		276	%		(20	)%
as a percent of net revenue		(1	)%		—	%		—	%
Gain on settlement of potential litigation	$	—		$	(447,560	)	$	—			—	%		—	%
as a percent of net revenue		—	%		43	%		—	%
Impairment of intangible assets	$	1,230		$	1,521		$	—			(19	)%		—	%
as a percent of net revenue		—	%		—	%		—	%
Loss on sale of Japan consulting group	$	8,273		$	—		$	—			—	%		—	%
as a percent of net revenue		1	%		—	%		—	%
Executive termination benefits	$	9,409		$	—		$	—			—	%		—	%
as a percent of net revenue		1	%		—	%		—	%
Total operating expenses	$	685,877		$	263,199		$	633,915			161	%		(58	)%
As a percent of net revenue		71	%		25	%		63	%

Sales and marketing expenses remained relatively flat in fiscal 2006 compared to fiscal 2005. Increased expense from the adoption of SFAS No. 123(R), which totaled approximately $11.5 million in fiscal 2006, higher compensation expense, and additional sales expense related to the acquisition of e-Security in the second quarter of fiscal 2006 were offset by savings from the fiscal 2005 headcount reductions and decreased spending on marketing-related activities. Sales and marketing headcount was approximately 78 employees, or 7%, lower at the end of fiscal 2006 compared to the end of fiscal 2005.

Sales and marketing expenses for fiscal 2005, in total and as a percentage of revenue, increased compared to fiscal 2004 due primarily to increased marketing activities in the Americas and Asia Pacific. Sales and marketing expenses were approximately $14.2 million higher in the Americas in fiscal 2005 compared to fiscal 2004, mainly related to planned spending increases. Sales and marketing expenses in Asia Pacific increased primarily due to our investments in China of approximately $2.8 million. In addition sales and marketing increased due to inclusion of SUSE and Salmon for the full year in fiscal 2005. Unfavorable foreign currency exchange rates increased sales and marketing expenses by approximately $7.3 million in fiscal 2005.

Product development expenses in fiscal 2006 decreased compared to fiscal 2005 primarily due to planned savings as a result of the fiscal 2005 headcount reductions, offset somewhat by additional expense from the adoption of SFAS No. 123(R), which totaled approximately $8.2 million in fiscal 2006. Product development headcount was approximately 255 employees, or 16%, lower at the end of fiscal 2006 compared to the end of fiscal 2005.

Product development expenses in fiscal 2005 increased compared to fiscal 2004 due primarily to the acquisitions of Tally and Immunix, which added $2.5 million, and salary increases granted in fiscal 2005, which

Novell annual report 2006 43

added $3.4 million. These increases were offset somewhat by realized savings in fiscal 2005 from prior year headcount reductions.

General and administrative expenses increased in fiscal 2006 compared to fiscal 2005 due primarily to $22.8 million of litigation-related expenses resulting from an adjustment to a loss contingency based on changes in facts and circumstances, partially offset by a settlement we received from one of our insurance companies for past legal expenses, $11.1 million of stock-based compensation expense resulting from the adoption of SFAS No. 123(R), $3.0 million in increased expenses related to an internal project aimed at streamlining administrative and support functions, $1.9 million of additional expenses resulting from our voluntary stock option review, and a reduction in bad debt allowances and other accruals that reduced general and administrative expenses in fiscal 2005. These increases were offset somewhat by headcount reductions and lower facilities expenses. General and administrative headcount was lower by approximately 21 employees, or 3%, at the end of fiscal 2006 compared to the end of fiscal 2005.

General and administrative expenses increased in fiscal 2005 compared to fiscal 2004 primarily due to $10.7 million in one-time adjustments for changes in estimates in the prior year and salary increases granted in fiscal 2005 of approximately $3.0 million, offset somewhat by an adjustment of bad debt allowances and other accruals of $3.6 million during fiscal 2005.

Purchased in-process research and development (“IPR&D”) relates to technology that was not technologically feasible at the date of the acquisition, meaning it had not reached the working model stage, did not contain all of the major functions planned for the product, and was not ready for initial customer testing. IPR&D was valued based on discounting forecasted cash flows that will be generated directly from the related products. The in-process research and development does not have any alternative future use and did not otherwise qualify for capitalization. As a result, the amount was expensed. IPR&D in fiscal 2006 related to the acquisition of e-Security in the second quarter of fiscal 2006. At the acquisition date, e-Security was working on the next two releases of its product called Sentinel, one of which was released in the third calendar quarter of 2006 and the second is expected to be released in the first calendar half of 2007. These releases had not yet achieved technological feasibility at the time of acquisition. Completion of the development of the future upgrades of the Sentinel products is dependent upon our successful integration of the e-Security products with Novell products and services. The in-process research and development does not have any alternative future use and did not otherwise qualify for capitalization. Purchased IPR&D in fiscal 2005 related to technology purchased in the acquisitions of Immunix and Ximian.

During fiscal 2006, we recognized a $6.0 million gain on the sale of our two corporate aviation assets and certain corporate real estate assets. During fiscal 2005, we recognized a $1.6 million gain on the sale of a facility in Lindon, Utah. During fiscal 2004, we recognized a gain of $2.0 million on the sale of one of our facilities.

Gain on settlement of potential litigation in fiscal 2005 related to an agreement with Microsoft to settle potential antitrust litigation related to our NetWare operating system in exchange for $536 million in cash. On November 18, 2004, we received $536 million in cash from Microsoft. The financial terms of the NetWare settlement agreement, net of related legal fees of $88 million, resulted in a pre-tax gain of approximately $447.6 million in the first quarter of fiscal 2005.

The loss on sale of Japan consulting group relates to the excess of the carrying value of the JCG over its fair value at the time we entered into an agreement to sell the JCG.

The executive termination benefits related to the termination of our former Chief Executive Officer and Chief Financial Officer by our Board of Directors during the third quarter of fiscal 2006. They received benefits pursuant to their severance arrangements totaling $9.4 million, of which approximately $2.7 million of the expense related to stock compensation and $6.7 million related to severance and other benefits.

The impairments of $1.2 million related to our Ximian trademark/trade name intangible assets that ceased being utilized in the fourth quarter of fiscal 2006 and no longer had any value. During fiscal 2005, we also determined that $0.7 million of our trademarks and trade names were impaired as they were no longer being utilized and no longer had any value, and we also determined that certain internal use software intangible assets with a net book value of $0.8 million were fully impaired. The fair value of the software was determined based on the fact that

44 Novell annual report 2006

this software, as well as a similar product from a competitor, are now both available for free to the general public and the related technology is not proprietary to either us or the competitor.

Restructuring Expenses

Fiscal 2006

During fiscal 2006, we recorded net restructuring expenses of $4.4 million, $4.2 million of which related to restructuring activity recognized during fiscal 2006 and $0.2 million of which consisted of net adjustments related to previously recorded merger liabilities and restructuring liabilities. The adjustments to the merger liabilities have been recorded in the statement of operations since the changes have occurred outside the relevant purchase price allocation period.

The fiscal 2006 restructuring expenses related to efforts to restructure our business to improve profitability. These efforts are centered around three main initiatives: (1) improving our sales model and sales staff specialization; (2) integrating product development approach; and (3) improving in our administrative and support functions. As all three of these initiatives are in the early stages of being implemented, further restructuring activities are anticipated during fiscal 2007. Specific actions taken during fiscal 2006 included reducing our workforce by 24 employees, in sales, product development, consulting, general and administrative, marketing and technical support, exiting a facility and liquidating two legal entities. Total restructuring expenses by reporting segment were as follows: EMEA $1.7 million, Asia Pacific $1.4 million, Americas $0.8 million, and corporate unallocated operating costs $0.3 million.

The following table summarizes the activity during fiscal 2006 related to this restructuring:

							Other
	Severance and			Excess			Restructuring-
	Benefits			Facilities			Related Costs			Total
	(In thousands)
Original reserve	$	3,420		$	606		$	163		$	4,189
Cash payments		(323	)		(591	)		(35	)		(949	)
Balance at October 31, 2006	$	3,097		$	15		$	128		$	3,240

As of October 31, 2006, the remaining unpaid balances include accrued liabilities related to severance benefits which will be paid out over the remaining severance obligation period, various fees relating to the exited facility, which will be paid out during fiscal 2007, and various fees related to the liquidation of two legal entities, which will be paid out during fiscal 2007.

Fiscal 2005

During fiscal 2005, we recorded net restructuring expenses of $57.7 million, of which $53.6 million related to restructuring activity recognized during fiscal 2005 and $5.3 million related to adjustments to previously recorded merger liabilities to adjust lease accruals, less a net release of $1.2 million related to an adjustment of prior period restructuring liabilities. The adjustments to the merger liabilities have been recorded in the statement of operations since the changes have occurred outside the relevant purchase price allocation period. These restructuring expenses related to our continuing efforts to restructure our business to improve profitability and to focus on Linux and identity-driven computing. Specific actions taken included reducing our workforce by 817 employees, primarily in product development, consulting, sales, and general and administrative, though all areas were impacted. Total restructuring expenses for fiscal 2005 by reporting segment were as follows: EMEA $25.7 million, corporate unallocated operating costs $12.6 million, Americas $14.1 million, and Asia Pacific $5.3 million.

Novell annual report 2006 45

The following table summarizes the activity related to this restructuring:

							Other
	Severance and			Excess			Restructuring-
	Benefits			Facilities			Related Costs			Total
	(In thousands)
Original reserve	$	45,763		$	7,364		$	477		$	53,604
Cash payments		(17,271	)		(913	)		(218	)		(18,402	)
Balance at October 31, 2005		28,492			6,451			259			35,202
Cash payments		(25,438	)		(4,022	)		(202	)		(29,662	)
Non-cash adjustments		(1,721	)		1,437			—			(284	)
Balance at October 31, 2006	$	1,333		$	3,866		$	57		$	5,256

The $1.2 million adjustments of prior period restructuring and merger liabilities are reflected in the appropriate restructurings. As of October 31, 2005, the remaining unpaid balances include accrued liabilities related to severance benefits which will be paid out over the remaining severance obligation period, lease costs for redundant facilities which will be paid over the respective remaining contract terms, and various employee-related severance costs which will be primarily paid over the next twelve months.

Fiscal 2004

During fiscal 2004, we recorded net restructuring expenses of $19.1 million. These restructuring expenses were in response to the evolution of our business strategy to develop a competitive position in the Linux market. This strategy includes plans to support the Linux operating system in addition to the NetWare operating system, by offering our products and services that run on Linux, NetWare and other platforms. The acquisitions of Ximian and SUSE were direct results of the evolution in our business strategy. These changes were made to address market penetration for Linux and NetWare and to address NetWare revenue declines. Specific actions taken include reducing our workforce by 136 employees during fiscal 2004, mainly in consulting, sales and product development in EMEA and the Americas. In addition, we consolidated facilities, resulting in the closure of two sales facilities and the disposal of excess equipment and tenant improvements in the United States. Total restructuring expenses for fiscal 2004 by reporting segment were as follows: Americas $5.7 million, EMEA $9.4 million, Asia Pacific $0.4 million, and non-allocated corporate costs $3.5 million.

The following table summarizes the activity related to this restructuring:

	Severance and			Excess
	Benefits			Facilities			Total
	(In thousands)
Original reserve	$	12,910		$	6,152		$	19,062
Cash payments		(8,252	)		(3,645	)		(11,897	)
Balance at October 31, 2004		4,658			2,507			7,165
Cash payments		(2,716	)		(1,109	)		(3,825	)
Non-cash adjustments		(699	)		59			(640	)
Balance at October 31, 2005		1,243			1,457			2,700
Cash payments		(1,012	)		(1,067	)		(2,079	)
Non-cash adjustments		(231	)		487			256
Balance at October 31, 2006	$	—		$	877		$	877

As of October 31, 2006, the remaining balance of the fiscal 2004 restructuring expenses included accrued liabilities related to lease costs for redundant facilities, which will be paid over the respective remaining contract terms.

46 Novell annual report 2006

During fiscal 2004, we also recorded a $5.9 million restructuring expense to increase prior restructuring liabilities by $1.0 million and prior merger-related liabilities by $4.9 million, and we released approximately $2.1 million of excess restructuring reserves related to prior restructuring events. The increases were the result of changes in estimates used when the original expenses were recorded primarily due to changes in the real estate market in the United Kingdom. The net impact of the fiscal 2004 restructurings and the release of the prior restructuring excess reserves was an expense of $22.9 million in fiscal 2004. These adjustments, which pertain to separate restructuring events, are included in the applicable restructuring accruals.

Other income (expense), net

	Fiscal Year Ended October 31,									2006 vs			2005 vs
	2006			2005			2004			2005			2004
	($ in thousands)									(Percentage change)
Impairment of investments	$	(1,470	)	$	(3,387	)	$	(5,415	)		(57	)%		(37	)%
as a percent of net revenue		—	%		—	%		(1	)%
Investment income	$	61,076		$	46,045		$	23,401			33	%		97	%
as a percent of net revenue		6	%		4	%		2	%
Gain on sale of venture capital funds	$	17,953		$	—		$	—			—	%		—	%
as a percent of net revenue		2	%		—	%		—	%
Interest expense and other expenses, net	$	(8,018	)	$	(8,665	)	$	(8,116	)		(7	)%		7	%
as a percent of net revenue		(1	)%		(1	)%		(1	)%
Total other income (expense), net	$	69,541		$	33,993		$	9,870			105	%		244	%
as a percent of net revenue		7	%		3	%		1	%

To assess impairment on our investments, we analyze forecasted financial performance of the investees and our estimate of the potential for investment recovery based on the financial performance factors. When an impairment is deemed to be “other than temporary” we record an impairment expense.

Investment income from short-term and long-term investments increased in fiscal 2006 compared to fiscal 2005 due to higher interest rates, offset somewhat by lower cash balances.

Investment income from short-term and long-term investments increased in fiscal 2005 compared to fiscal 2004 due primarily to interest earned on the $460.0 million received from the issuance of the Debentures in the third quarter of fiscal 2004, after the related stock buy-back and issuance costs, and the $447.6 million cash received from Microsoft in the first quarter of fiscal 2005 in connection with the favorable settlement of potential anti-trust litigation, after related legal fees. Investment income in fiscal 2005 also included long-term investment realized gains of $2.1 million from the sale of long-term investments.

During the fourth quarter of fiscal 2006, we sold all of our rights, titles, interests and obligations for 22 of our 23 Venture Capital Funds, which were classified as long-term investments in the consolidated balance sheet. As of October 31, 2006, the sale of all but one-half of one fund had closed. We recorded a gain of $17.9 million in fiscal 2006 related to the sale of the funds that closed during the fourth quarter of fiscal 2006. The remaining one-half of the one fund that closed subsequent to fiscal 2006 resulted in an additional gain of $3.6 million, which will be reported as part of Novell’s fiscal 2007 first quarter results.

Interest expense and other, net decreased slightly in fiscal 2006 compared to fiscal 2005 due primarily to lower foreign currency transaction losses.

Interest expense and other expenses, net for fiscal 2005 increased compared to fiscal 2004 due primarily to interest expense of $6.0 million related to the issuance of the Debentures in the third quarter of fiscal 2004. This increase was offset somewhat by lower foreign currency transaction losses and minority interest.

Novell annual report 2006 47

Income tax (benefit) expense on income from continuing operations

	Fiscal Year Ended October 31,									2006 vs			2005 vs
	2006			2005			2004			2005			2004
	($ in thousands)									(Percentage change)
Income tax expense	$	23,231		$	86,660		$	11,335			(73	)%		665	%
As a percent of revenue		2	%		8	%		1	%
Effective tax rate		75	%		19	%		20	%

We are subject to income taxes in numerous jurisdictions and the use of estimates is required in determining our provision for income taxes. In addition to the income taxes provided for continuing operations noted above, we provided income tax expense on income from discontinued operations of $1.0 million, $2.8 million, and $6.5 million in fiscal years 2006, 2005, and 2004, respectively.

Due to the utilization of a significant amount of our net operating loss carryforwards during fiscal 2005, substantially all of the tax benefit received from the use of our remaining net operating loss carryforwards to offset U.S. taxable income in 2006 was credited to additional paid-in capital or goodwill and not to income tax expense. In addition, the windfall tax benefits associated with stock-based compensation is also credited to additional paid-in capital. In connection with our adoption of SFAS No. 123(R), we elected to follow the tax ordering laws to determine the sequence in which deductions and net operating loss carryforwards are utilized. Accordingly, during fiscal 2006, a tax benefit relating to stock options of $15.3 million was credited to additional paid-in capital and a benefit of $6.6 million was credited to goodwill.

The effective tax rate for fiscal 2006 differs from the federal statutory rate of 35% primarily due to the effects of the valuation allowance on our deferred tax assets, stock-based compensation plans, non-deductible expenses, differences between book and tax items and foreign taxes. The effective tax rate on income from continuing operations for fiscal 2006 was 75% compared to the effective tax rate of 19% for fiscal 2005. The effective tax rate for fiscal 2006 is higher than the effective tax rate for fiscal 2005 primarily because the fiscal 2005 rate reflected a benefit recorded to income tax expense from the use of a significant amount of our net operating loss carryforwards. The effective tax rate for fiscal 2005 of 19% was lower than the 20% effective tax rate for fiscal 2004 primarily due to the use of U.S. net operating loss carryforwards. We expect our effective tax rate in 2007 to approximate 100% due to forecasted near break even operations, our inability to recognize the tax benefits of our deferred tax assets since the assets are subject to a valuation allowance, and the use of net operating loss carryforwards whose benefits are credited to additional paid-in capital or goodwill.

In accordance with applicable accounting standards, we regularly assess our ability to realize our deferred tax assets. Assessments of the realization of deferred tax assets require that management consider all available evidence, both positive and negative, and make significant judgments about many factors, including the amount and likelihood of future taxable income. Based on all the available evidence, we continue to believe that it is more likely than not that our remaining U.S. net deferred tax assets, and certain foreign deferred tax assets, are not currently realizable. As a result, we continue to provide a full valuation reserve on our U.S. net deferred tax assets and certain foreign deferred tax assets. The valuation allowance on deferred tax assets increased by $74.6 million in fiscal 2006 primarily due to stock based compensation and other originating assets, new acquisitions and changes in our deferred tax liabilities.

As of October 31, 2006, we had unrestricted U.S. net operating loss carryforwards for federal tax purposes of approximately $72.0 million. Substantially all of the benefit of the use of these loss carryforwards will be recorded as a credit to additional paid-in capital. If not utilized, these carryforwards will expire in fiscal years 2023 through 2025. Additionally, we had $222.0 million in net operating loss carryforwards from acquired companies that will expire in years 2019 through 2025. These loss carryforwards from acquired companies can be utilized to offset future taxable income, but are subject to certain annual limitations. The benefit of the use of these loss carryforwards will be recorded to first reduce goodwill relating to the acquisition, second to reduce other non-current intangible assets relating to the acquisition, and third to reduce income tax expense. Our alternative minimum tax net operating losses approximate our regular tax net operating losses disclosed above. In addition, we have approximately $160.7 million of foreign loss carryforwards, of which $5.4 million, $2.2 million, $2.5 million,

48 Novell annual report 2006

and $10.9 million are subject to expiration in years 2007, 2008, 2009, and 2014, respectively. The remaining losses do not expire. We have $141.4 million in capital loss carryforwards, which, if not utilized, will expire in fiscal years 2007 through 2011. We have foreign tax credit carryforwards of $40.8 million that expire between 2009 and 2016, general business credit carryforwards of $90.1 million that expire between 2010 and 2026, and alternative minimum tax credit carryforwards of $10.1 million that do not expire. We also have various state net operating loss and credit carryforwards that expire in accordance with the respective state statutes.

As of October 31, 2006, deferred tax assets of approximately $47.0 million pertain to certain tax credits and net operating loss carryforwards resulting from the exercise of employee stock options. If realized, the tax benefit of these credits and losses will be accounted for as a credit to stockholders’ equity. Additionally, deferred tax assets of $90.0 million relate to acquired entities. These acquired deferred tax assets are subject to limitation under the change of ownership rules of the Internal Revenue Code and have been fully reserved. Approximately $63.7 million of future tax benefit relating to these deferred tax assets will be recorded to first reduce goodwill relating to the acquisition, second to reduce other non-current intangible assets relating to the acquisition, and third to reduce income tax expense.

We have permanently reinvested the earnings of several of our foreign subsidiaries. Accordingly, we have not provided deferred income taxes on the excess of the book basis over the tax outside basis in the stock of these foreign subsidiaries. The estimated unrecognized deferred income tax liability for this difference is $0.7 million.

During fiscal 2006, we received a one-time tax benefit of $4.2 million from the Internal Revenue Service relating to net operating loss carrybacks made possible under the “Job Creation and Worker Assistance Act of 2002.” We also recorded a $2.6 million tax benefit attributable to the favorable resolution of a tax examination at one of our foreign subsidiaries. In 2004, we determined that the amount of reserves related to tax exposures was less than the amount recorded in the financial statements. As a result, we reduced the tax reserves by $5.9 million. We continue to evaluate our tax reserves under SFAS No. 5, “Accounting for Contingencies,” which requires us to accrue for losses we believe are probable and can be reasonably estimated. The amount reflected in the consolidated balance sheet at October 31, 2006 is considered adequate based on our assessment of many factors including results of tax audits, past experience and interpretations of tax law applied to the facts of each matter. It is reasonably possible that our tax reserves could be increased or decreased in the near term based on these factors.

Dividends on Series B Preferred Stock

	Fiscal Year Ended October 31,
	2006			2005			2004
	(In thousands)
Non-cash deemed dividend related to beneficial conversion feature of Preferred Stock	$	—		$	—		$	(25,680	)
Preferred Stock cash dividends	$	(187	)	$	(466	)	$	(416	)

In March 23, 2004, we entered into a definitive agreement with IBM providing for an investment of $50.0 million by IBM in Novell. The primary terms of the investment, which were negotiated in November 2003, entailed the purchase by IBM of 1,000 shares of our Series B Preferred Stock that are convertible into 8 million shares of our common stock at a price of $6.25 per common share. The shares are entitled to a dividend of 2% per annum, payable quarterly in cash.

Because the fair value of our common stock of $9.46 per share on March 23, 2004 was greater than the conversion price of $6.25 per share, we recorded a one-time, non-cash deemed dividend of $25.7 million attributable to the value of the Series B Preferred Stock’s conversion feature. This beneficial conversion feature had no impact on net income, but did reduce earnings attributable to common stockholders and thus reduced basic and diluted earnings per share by approximately $0.07 in fiscal 2004.

On June 17, 2004, 500 shares of Series B Preferred Stock, with a carrying value of $25.0 million, were converted into 4.0 million shares of our common stock. On September 21, 2005, 313 shares of Series B Preferred Stock, with a carrying value of $15.7 million, were converted into 2.5 million shares of our common stock.

Novell annual report 2006 49

Subsequent to the end of fiscal 2006, IBM converted all of the remaining outstanding shares of Series B Preferred Stock into 1.5 million shares of common stock.

Net income (loss) components

	Fiscal Year Ended October 31,
	2006			2005		2004
	(In thousands)
Income from continuing operations	$	7,625		$	371,291	$	46,596
Discontinued operations, net of tax		11,928			5,431		10,592
Cumulative effect of a change in accounting principle		(897	)		—		—
Net income	$	18,656		$	376,722	$	57,188

Expense from the adoption of SFAS No. 123(R) in the first quarter of fiscal 2006 decreased income from continuing operations by approximately $35.0 million during fiscal 2006. Net income was favorably impacted by foreign exchange rate fluctuations in fiscal 2006 by approximately $1.3 million.

Discontinued operations relates to the sale of Celerant consulting, discussed in the Divestitures section, above.

In March 2005, the FASB issued Interpretation No. 47, “Accounting for Conditional Asset Retirement Obligations” (“FIN 47”), which responded to diversity in practice of how SFAS No. 143, “Accounting for Asset Retirement Obligations,” was being implemented. Specifically, FIN 47 recognized that, when uncertainty about the timing and/or settlement method existed, some entities were recognizing the fair value of asset retirement obligations (“AROs”) prior to retirement of the asset, while others were recognizing the fair value of the obligation only when it was probable that the asset would be retired on a specific date or when the asset was actually retired. FIN 47 clarified that the uncertainty surrounding the timing and method of settlement when settlement is conditional on a future event occurring should be reflected in the measurement of the liability, not in the recognition of the liability. AROs must be recognized even though uncertainty may exist about the timing or method of settlement and therefore a liability should be recognized when the ARO is incurred. We adopted FIN 47 effective May 1, 2006. FIN 47 requires an entity to recognize the cumulative effect of initially applying FIN 47 as a change in accounting principle. Prior to the issuance of FIN 47, we accounted for AROs when it became probable that the asset would be retired or when the asset was actually retired. Our AROs result from facility operating leases where we are the lessee and the lease agreement contains a reinstatement clause, which generally requires any leasehold improvements we make to the leased property to be removed, at our cost, at the end of the lease.

Forward-looking information

Fiscal 2007 will be a year of significant change for Novell. We will make investments to facilitate changes in our business model while sustaining our revenue momentum in our growth businesses, such as Linux and identity management, and managing revenue declines in our legacy workgroup businesses, such as NetWare/OES and GroupWise.

We expect revenue for fiscal 2007 to be in a range similar to the fiscal 2006 actual amounts, including the effect of the net balancing payments and subscription revenue from the Microsoft partnership (see discussion of the Microsoft partnership in Subsequent Events, following) and the impact of dispositions during the year. We also estimate stock-based compensation expenses in fiscal 2007 to be approximately the same amount as in fiscal 2006. Our annual effective tax rate for fiscal year 2007 is estimated to be 100%.

We are targeting to remove certain expenses throughout fiscal 2007 while investing for improved profitability in fiscal 2008. We plan to invest $20 to $25 million in operating expense to execute our model changes in fiscal 2007. Including the impact of these overlapping expenses, in fiscal 2007 we expect to be break even to slightly profitable on an income from operations basis, before consideration of extraordinary items and stock-based compensation expenses. These overlapping expenses will be eliminated by the end of fiscal 2007. After elimination of these expenses and realization of the run rate savings from these investments, we are targeting a fourth quarter fiscal 2007 exit rate operating margin of 5% to 7%, before stock based compensation expenses. By exit rate

50 Novell annual report 2006

operating margin, we mean at the end of the fourth quarter fiscal 2007, we expect to have an annualized expense run rate level that, when compared to the fiscal 2007 revenue, would result in an operating margin of 5% to 7%.

Liquidity and Capital Resources

	October 31,			October 31,			Percentage
	2006			2005			Change
	($ in thousands)
Cash, cash equivalents, and short-term investments	$	1,466,287		$	1,654,904			(11	)%
Percentage of total assets		60	%		60	%

Cash, cash equivalents, and short-term investments decreased $188.6 million from October 31, 2005 to October 31, 2006 primarily due to the following:

	Fiscal 2006			Fiscal 2005			Fiscal 2004
	(In thousands)
Cash provided by operating activities	$	99,006		$	500,414		$	117,413
Issuance of common stock, net	$	40,131		$	22,108		$	58,162
Repurchase of common stock, 2006 retired, 2004 held in treasury	$	(400,000	)	$	—		$	(125,000	)
Expenditures for property, plant and equipment	$	(26,668	)	$	(30,781	)	$	(26,997	)
Proceeds from sales of property, plant and equipment	$	24,992		$	10,421		$	4,951
Proceeds from the sale of Venture Capital fund investments	$	71,298		$	—		$	—
Proceeds from the payoff of a note receivable	$	9,092		$	—		$	—
Proceeds from the sale of Celerant and the Japan consulting group, net of cash divested	$	39,372		$	—		$	—
Net cash paid for acquisitions	$	(71,550	)	$	(33,829	)	$	(205,620	)
Cash paid for intangible assets	$	(1,159	)	$	(15,500	)	$	—
Cash paid for equity share of OIN	$	(4,225	)	$	—		$	—
Restricted cash for acquisition of India joint venture	$	—		$	(7,500	)	$	—
Issuance of Debentures, net of issuance costs	$	—		$	—		$	585,150
Issuance of Series B Preferred Stock	$	—		$	—		$	50,000

Cash provided by operating activities in fiscal 2005 included the receipt of $447.6 million in cash, net of legal fees, in connection with the November 2004 Microsoft settlement.

As of October 31, 2006, we had cash, cash equivalents and other short-term investments of $330.5 million held in accounts outside the United States. Our short-term investment portfolio is diversified among security types, industry groups, and individual issuers. To achieve potentially higher returns, a portion of our investment portfolio is invested in equity securities and mutual funds, which are subject to market risk. Approximately $6.8 million of our short-term investments are designated to fund deferred compensation payments, which are paid out as requested by the plan participants. Our short-term investment portfolio includes gross unrealized gains and losses of $1.3 million and $4.8 million, respectively, as of October 31, 2006. We monitor our investments and record losses when a decline in the investment’s market value is determined to be other than temporary.

Our $20.0 million, 20% ownership interest in OIN consists of patents with a fair value of $15.8 million, including $0.3 million of prepaid acquisition costs, and cash of $4.2 million. At the time of the contribution, the patents had a book value of $14.4 million, including $0.3 million of prepaid acquisition costs. Subsequent to year-end, our ownership interest in OIN decreased to approximately 17% due to the addition of a new investor in the company. According to the terms of the OIN LLC agreement, we could be required to make future cash contributions which we would fund with cash from operations and cash on hand.

As of October 31, 2006, we have various operating leases related to our facilities. These leases have minimum annual lease commitments of $27.0 million in fiscal 2007, $23.9 million in fiscal 2008, $16.3 million in fiscal 2009, $10.3 million in fiscal 2010, $8.4 million in fiscal 2011, and $33.1 million thereafter. Furthermore, we have $29.3 million of minimum rentals to be received in the future from subleases.

Novell annual report 2006 51

On July 2, 2004, we issued and sold $600 million aggregate principal amount of our Debentures due 2024. The Debentures pay interest at 0.50% per annum, payable semi-annually on January 15 and July 15 of each year, commencing January 15, 2005. Each $1,000 principal amount of the Debentures is convertible, at the option of the holders, into 86.7905 shares of our common stock prior to July 15, 2024 if (1) the price of our common stock trades above 130% of the conversion price for a specified duration, (2) the trading price of the Debentures is below a certain threshold, subject to specified exceptions, (3) the Debentures have been called for redemption, or (4) specified corporate transactions have occurred. None of the conversion triggers were met as of October 31, 2006. The conversion rate is subject to certain adjustments. The conversion rate initially represents a conversion price of $11.52 per share. Holders of the Debentures may require us to repurchase all or a portion of their Debentures on July 15, 2009, July 15, 2014 and July 15, 2019, or upon the occurrence of certain events, including a change in control. The Debentures can be redeemed by us for cash beginning on or after July 20, 2009.

In connection with the issuance of the Debentures, we incurred $14.9 million of issuance costs, which primarily consisted of investment banker fees and legal and other professional fees. These costs are included in other assets and are being amortized as interest expense using the effective interest method over the term from issuance through the first date that the holders can require repurchase of the Debentures (July 15, 2009). Amortization expense related to the issuance costs was $3.0 million, $3.0 million, and $1.0 million for the fiscal years ended October 31, 2006, 2005, and 2004, respectively. In addition, interest expense was $3.0 million, $3.0 million and $1.0 million for the fiscal years ended October 31, 2006, 2005, and 2004, respectively. We made cash payments of $3.0 million in fiscal 2006 and $3.1 million in fiscal 2005, respectively. No payments of interest were made in fiscal 2004.

Due to the voluntary review of our historical stock-based compensation practices that was announced in August 2006 and not completed until May 2007, we did not file our third quarter fiscal 2006 Form 10-Q in a timely manner. In September 2006, we received a letter from Wells Fargo Bank, N.A., the trustee of our Debentures, which asserted that Novell is in default under the indenture because of the delay in filing its Form 10-Q for the period ended July 31, 2006. The letter stated that the asserted default would not become an “event of default” under the indenture if the company cured the default within 60 days after the date of the notice. We believe that these above-mentioned notices of default were invalid and without merit because the indenture only requires us to provide the trustee copies of SEC reports within 15 days after such filings are actually made. However, in order to avoid the expense and uncertainties of further disputing whether a default under the indenture had occurred, we solicited consents from the holders of the Debentures to proposed amendments to the indenture that would give Novell until Thursday, May 31, 2007 to become current in our SEC reporting obligations and a waiver of rights to pursue remedies available under the indenture with respect to any default caused by our not filing SEC reports timely. On November 9, 2006, we received consents from the holders of the Debentures, and therefore we and the trustee entered into a first supplemental indenture implementing the proposed amendments described in the consent solicitation statements. Under the terms of the consent solicitation and first supplemental indenture, we will pay an additional 7.3% per annum, or $44.0 million, in special interest on the Debentures from November 9, 2006 to, but excluding November 9, 2007. In accordance with EITF 96-19, “Debtor’s Accounting for a Modification or Exchange of Debt Instruments” (“EITF 96-19”), since the change in the terms of the Debentures did not result in substantially different cash flows, this change in terms is accounted for as a modification, and therefore the additional $44.0 million of special interest payments will be expensed over the period from November 9, 2006 through July 15, 2009. During the period of November 9, 2006 through July 15, 2009, the new effective interest rate on this debt, including the $44.0 million, will be 3.2%. The $44.0 million will be paid as special interest payments over three periods; the first payment of $8.1 million occurred in January 2007. The next payment of $22.0 million will occur in July 2007 and the final payment of $13.9 million will occur in January 2008. In addition, we paid approximately $1.5 million in fees to Citigroup for work performed on the consent process.

As of October 31, 2006, we also had $9.4 million of Series B Preferred Stock outstanding. The Series B Preferred Stock is redeemable at our option or by the holder only under certain change in control circumstances. In November 2006, all of the Series B Preferred Stock was converted into 1.5 million common shares.

On September 22, 2005, our board of directors approved a share repurchase program for up to $200.0 million of our common stock through September 21, 2006. On April 4, 2006, our board of directors approved an amendment

52 Novell annual report 2006

to the share repurchase program increasing the limit on repurchase from $200.0 million to $400.0 million and extending the program through April 3, 2007. As of July 31, 2006, we had completed the share repurchase program by purchasing 51.5 million shares at an average cost per share of $7.76.

Contractual Obligations as of October 31, 2006

	Payments Due by Period
				Less Than									More Than
				1 Year			1-3 Years			3-5 Years			5 Years
	Total			(2007)			(2008-2009)			(2010-2011)			(Beyond 2011)
	(In millions)
Debentures	$	600.0		$	—		$	—		$	—		$	600.0
Interest on Debentures(a)		97.1			33.1			19.9			6.0			38.1
Purchase commitments(b)		1.4			1.0			0.4			—			—
Operating lease obligations		119.0			27.0			40.2			18.7			33.1
Letters of credit		14.9			14.9			—			—			—
Total	$	832.4		$	76.0		$	60.5		$	24.7		$	671.2
Other contractual obligations:
Dividends on Series B Preferred Stock		(c	)		(c	)		(c	)		(c	)		(c	)

(a)	Interest on the Debentures assumes no conversions.
(b)	Purchase obligations represent future contracted payments under normal take or pay arrangements entered into as a part of the normal course of business that are not recorded as liabilities at October 31, 2006.
(c)	During November 2006, the Series B Preferred Stock was converted into 1.5 million common shares, which eliminated the obligation to pay dividends beyond the conversion date.

Our principal source of liquidity continues to be cash from operations, cash on hand, and short-term investments. At October 31, 2006, our principal unused sources of liquidity consisted of cash and cash equivalents of $675.8 million and short-term investments in the amount of $790.5 million. During fiscal 2006, we generated $99.0 million of cash flow from operations. Our liquidity needs for the next twelve months are principally for financing of interest payments on Debentures, fixed assets, payments under our restructuring plans, product development, and to maintain flexibility in a dynamic and competitive operating environment, including pursuing potential acquisition and investment opportunities. Our liquidity needs beyond the next twelve months include those mentioned previously in addition to the possible redemption of our Debentures.

We anticipate being able to fund our current operations, potential future acquisitions, any further integration, restructuring or additional merger-related costs, and planned capital expenditures for the next twelve months with existing cash and short-term investments together with cash generated from operations and investment income and net cash received as a result of our agreement with Microsoft, discussed below under Subsequent Events. We believe that borrowings under our credit facilities or offerings of equity or debt securities are possible for expenditures beyond the next twelve months, if the need arises, although such offerings may not be available to us on acceptable terms and are dependent on market conditions at such time. Investments will continue in product development and in new and existing areas of technology. Cash may also be used to acquire technology through purchases and strategic acquisitions. We also anticipate having adequate cash in fiscal 2007 for necessary capital expenditures.

Recent Pronouncements

In June 2006, the FASB issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement No. 109,” (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with SFAS No. 109, “Accounting for Income Taxes.” FIN 48 prescribes a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination. If the tax

Novell annual report 2006 53

position is deemed “more-likely-than-not” to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50 percent likelihood of being realized upon ultimate settlement. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods and disclosure relative to uncertain tax positions. FIN 48 is effective for fiscal years beginning after December 15, 2006 (Novell’s fiscal 2008, beginning November 1, 2007). We are currently evaluating the impact of this interpretation on our financial position and results of operations.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements,” (“SFAS No. 157”). SFAS No. 157 defines fair value and provides enhanced guidance for using fair value to measure assets and liabilities. It also expands the amount of disclosure about the use of fair value to measure assets and liabilities. The standard applies whenever other standards require assets or liabilities to be measured at fair value but does not expand the use of fair value to any new circumstances. SFAS No. 157 is effective beginning the first fiscal year that begins after November 15, 2007 (Novell’s fiscal 2009). We are currently evaluating the impact of SFAS No. 157 on our financial position and results of operations.

In September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Post retirement Plans, an amendment of SFAS Nos. 87, 88, 106, and 132(R),” (“SFAS No. 158”). This statement requires an employer to recognize in its balance sheet the over-funded or under-funded status of a defined benefit post retirement plan measured as the difference between the fair value of plan assets and the present value of the benefit obligation. The recognition of the net liability or asset will require an offsetting adjustment to accumulated other comprehensive income in shareholders’ equity. SFAS No. 158 does not change how post-retirement benefits are accounted for and reported in the income statement. SFAS No. 158 is effective for fiscal years ending after December 15, 2006 (Novell’s fiscal 2007). We do not expect the adoption of SFAS No. 158 to have a material impact on our comprehensive income and we do not anticipate a material adjustment to our statement of financial position as a result of adopting SFAS No. 158.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities,” (“SFAS No. 159”). SFAS 159 establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities. Previously, accounting rules required different measurement attributes for different assets and liabilities that created artificial volatility in earnings. SFAS No. 159 helps to mitigate this type of accounting-induced volatility by enabling companies to report related assets and liabilities at fair value, which would likely reduce the need for companies to comply with detailed rules for hedge accounting. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year beginning after November 15, 2007 (Novell’s fiscal 2009), though early adoption is permitted. We are currently evaluating the impact of this pronouncement on our financial position and results of operations.

In March 2007, the Emerging Issues Task Force (“EITF”) reached a consensus on issue number 06-10, “Accounting for Deferred Compensation and Postretirement Benefit Aspects of Collateral Assignment Split-Dollar Life Insurance Arrangements,” (“EITF 06-10”). EITF 06-10 provides guidance to help companies determine whether a liability for the postretirement benefit associated with a collateral assignment split-dollar life insurance arrangement should be recorded in accordance with either SFAS No. 106, “Employers’ Accounting for Postretirement Benefits Other Than Pensions” (if, in substance, a postretirement benefit plan exists), or Accounting Principles Board Opinion No. 12. (if the arrangement is, in substance, an individual deferred compensation contract). EITF 06-10 also provides guidance on how a company should recognize and measure the asset in a collateral assignment split-dollar life insurance contract. EITF 06-10 is effective for fiscal years beginning after December 15, 2007 (Novell’s fiscal 2008), though early adoption is permitted. We are currently evaluating the impact of this pronouncement on our financial position and results of operations.

54 Novell annual report 2006

Subsequent Events

Sale of Venture Capital Funds

In November 2006, we closed the sale of the remaining one-half of one of our venture capital funds, resulting in a gain in the first quarter of fiscal 2007 of $3.6 million on proceeds of $5.0 million.

Conversion of Redeemable Preferred Stock

In November 2006, IBM converted the remaining 187 outstanding shares of Series B Preferred Stock into 1.5 million shares of our common stock.

Microsoft Agreements

On November 2, 2006, we entered into a Business Collaboration Agreement, a Technical Collaboration Agreement, and a Patent Cooperation Agreement with Microsoft Corporation that together are designed to build, market and support a series of new solutions to make Novell and Microsoft products work better together for customers. Each of the agreements is scheduled to expire January 1, 2012.

Under the Business Collaboration Agreement, we are marketing a combined offering with Microsoft. The combined offering consists of SUSE Linux Enterprise Server (“SLES”) and a subscription for SLES support along with Microsoft Windows Server, Microsoft Virtual Server and Microsoft Viridian, and is offered to customers desiring to deploy Linux and Windows in a virtualized setting. Microsoft made an upfront payment to us of $240 million for SLES subscription “certificates,” which Microsoft may use, resell or otherwise distribute over the term of the agreement, allowing the certificate holder to redeem single or multi-year subscriptions for SLES support from us (entitling the certificate holder to upgrades, updates and technical support). Microsoft will spend $12 million annually for marketing Linux and Windows virtualization scenarios and will also spend $34 million over the term of the agreement for a Microsoft sales force devoted primarily to marketing the combined offering. Microsoft agreed that for three years following the initial date of the agreement it will not enter into an agreement with any other Linux distributor to encourage adoption of non-Novell Linux/Windows Server virtualization through a program substantially similar to the SLES subscription “certificate” distribution program.

The Technical Collaboration Agreement focuses primarily on four areas:

•  Development of technologies to optimize each of SLES and Windows running as guests in a virtualized setting on the other operating system;

•  Development of management tools for managing heterogeneous virtualization environments, to enable each party’s management tools to command, control and configure the other party’s operating system in a virtual machine environment;

•  Development of translators to improve interoperability between Microsoft Office and OpenOffice document formats; and

•  Collaboration on improving directory and identity interoperability and identity management between Microsoft Active Directory software and Novell eDirectory software.

Under the Technical Collaboration Agreement, Microsoft agreed to provide funding to help accomplish these broad objectives, subject to certain limitations.

Under the Patent Cooperation Agreement, Microsoft agreed to covenant with our customers not to assert its patents against our customers for their use of our products and services for which we receive revenue directly or indirectly, with certain exceptions, while we agreed to covenant with Microsoft’s customers not to assert our patents against Microsoft’s customers for their use of Microsoft products and services for which Microsoft receives revenue directly or indirectly, with certain exceptions. In addition, we and Microsoft each irrevocably released the other party, and its customers, from any liability for patent infringement arising prior to November 2, 2006, with certain exceptions. Both we and Microsoft have payment obligations under the Patent Cooperation Agreement. Microsoft made an up-front net balancing payment to us of $108 million, and we will make ongoing payments to Microsoft

Novell annual report 2006 55

totaling not less than $40 million over the five year term of the agreement based on a percentage of our Open Platform Solutions and Open Enterprise Server revenues.

RedMojo Acquisition

On November 17, 2006, we acquired all of the outstanding shares of RedMojo Inc, a privately held technology company that specialized in cross platform virtualization management software tools. The purchase price was $9.7 million in cash plus merger and transaction costs of $0.2 million.

Sale of Salmon Subsidiary

On March 13, 2007, we sold our shares in Salmon Ltd, (“Salmon”) to Okam Limited, a United Kingdom Limited Holding Company for $4.9 million, plus approximately an additional $3.9 million contingent payment to be received if Salmon meets certain revenue targets. There will be no further shareholder or operational relationship between us and Salmon going forward. Salmon was a component of our EMEA operating segment in fiscal 2006 (Business Consulting segment beginning in fiscal 2007) and Salmon’s sale will not have an impact on our IT consulting business. In our second quarter of fiscal 2007, we recognized a gain on the sale of approximately $0.6 million. During the first quarter of fiscal 2007, in anticipation of the sale, we recorded a loss of $10.8 million related to the excess carrying amount of Salmon over its estimated fair value, of which $10.2 million was to write off goodwill and $0.6 million was to write off intangible assets. We will classify Salmon’s results of operations as a discontinued operation in our consolidated statement of operations beginning in the second quarter of fiscal 2007.

Item 7A.   Quantitative and Qualitative Disclosures About Market Risk

We are exposed to financial market risks, including changes in interest rates, foreign currency exchange rates, and market prices of equity securities. To mitigate some of these risks, we utilize currency forward contracts and currency options. We do not use derivative financial instruments for speculative or trading purposes, and no significant derivative financial instruments were outstanding at October 31, 2006.

Interest Rate Risk

The primary objective of our short-term investment activities is to preserve principal while maximizing yields without significantly increasing risk. Our strategy is to invest in widely diversified short-term investments, consisting primarily of investment grade securities, substantially all of which either mature within the next twelve months or have characteristics of short-term investments. A hypothetical 50 basis point increase in interest rates would result in approximately a $4.4 million decrease (less than 1%) in the fair value of our available-for-sale securities.

Market Risk

We also hold available-for-sale equity securities in our short-term investment portfolio. As of October 31, 2006, gross unrealized gains, before tax effect on the short-term public equity securities, totaled $0.5 million. A reduction in prices of 10% of these short-term equity securities would result in approximately a $0.7 million decrease (less than 1%) in the fair value of our short-term investments.

Foreign Currency Risk

We use derivatives to hedge those current net assets and liabilities that, when re-measured or settled according to accounting principles generally accepted in the U.S., impact our consolidated statement of operations. Currency forward contracts are utilized in these hedging programs. All forward contracts entered into by us are components of hedging programs and are entered into for the sole purpose of hedging an existing or anticipated currency exposure, not for speculation or trading purposes. Gains and losses on these currency forward contracts would generally be offset by corresponding gains and losses on the net foreign currency assets and liabilities that they hedge, resulting in negligible net gain or loss overall on the hedged exposures. When hedging balance sheet exposures, all gains and losses on forward contracts are recognized in other income (expense) in the same period as when the gains and

56 Novell annual report 2006

losses on re-measurement of the foreign currency denominated assets and liabilities occur. All gains and losses related to foreign exchange contracts are included in cash flows from operating activities in the consolidated statements of cash flows. Our hedging programs reduce, but do not always entirely eliminate, the impact of foreign currency exchange rate movements. If we did not hedge against foreign currency exchange rate movement, an increase or decrease of 10% in exchange rates would result in an increase or decrease in income before taxes of approximately $5 million. This number represents the exposure related to balance sheet re-measurement only and assumes that all currencies move in the same direction at the same time relative to the U.S. dollar.

We do not currently hedge currency risk related to revenues or expenses denominated in foreign currencies; however, due to a number of factors including net operating margin levels and diversity of currencies, we have not historically experienced large foreign exchange gains or losses related to these revenues and expenses.

All of the potential changes noted above are based on sensitivity analyses performed on our financial position at October 31, 2006. Actual results may differ materially.

Novell annual report 2006 57

Item 8.   Financial Statements and Supplementary Data

Novell, Inc.

	Page
Consolidated Statements of Operations		59
Consolidated Balance Sheets		60
Consolidated Statements of Stockholders’ Equity		61
Consolidated Statements of Cash Flows		62
Notes to Consolidated Financial Statements		63
Report of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm		121
Report of Ernst & Young LLP, Independent Registered Public Accounting Firm		123
Selected Consolidated Quarterly Financial Data — Unaudited		124

58 Novell annual report 2006

NOVELL, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands, except per share data)

	Fiscal Year Ended
	October 31,			October 31,			October 31,
	2006			2005			2004
Net revenue:
Software licenses	$	173,678		$	213,803		$	234,037
Maintenance, subscriptions, and services		793,599			825,420			769,817
Total net revenue		967,277			1,039,223			1,003,854
Cost of revenue:
Software licenses		18,161			21,600			23,478
Maintenance, subscriptions, and services		301,924			330,466			298,400
Total cost of revenue		320,085			352,066			321,878
Gross profit		647,192			687,157			681,976
Operating expenses (income):
Sales and marketing		357,116			359,991			337,624
Product development		180,380			199,971			194,607
General and administrative		128,922			92,632			80,758
Restructuring expenses		4,405			57,753			22,903
Purchased in-process research and development		2,110			480			—
Gain on sale of property, plant and equipment		(5,968	)		(1,589	)		(1,977	)
Gain on settlement of potential litigation		—			(447,560	)		—
Impairment of intangible assets		1,230			1,521			—
Loss on sale of Japan consulting group		8,273			—			—
Executive termination benefits		9,409			—			—
Total operating expenses		685,877			263,199			633,915
Income (loss) from operations		(38,685	)		423,958			48,061
Other income (expense):
Investment income		61,076			46,045			23,401
Gain on sale of venture capital funds		17,953			—			—
Impairment of investments		(1,470	)		(3,387	)		(5,415	)
Interest expense and other, net		(8,018	)		(8,665	)		(8,116	)
Other income, net		69,541			33,993			9,870
Income from continuing operations before taxes		30,856			457,951			57,931
Income tax expense		23,231			86,660			11,335
Income from continuing operations		7,625			371,291			46,596
Income from discontinued operations before taxes (including gain on disposal of $11,117 in fiscal 2006)		12,900			8,191			17,043
Income tax expense on discontinued operations		972			2,760			6,451
Income from discontinued operations		11,928			5,431			10,592
Income before cumulative effect of change in accounting principle		19,553			376,722			57,188
Cumulative effect of change in accounting principle		(897	)		—			—
Net income	$	18,656		$	376,722		$	57,188
Basic earnings per share:
Income from continuing operations	$	0.02		$	0.97		$	0.05
Discontinued operations		0.03			0.01			0.03
Cumulative effect of change in accounting principle		—			—			—
Net income per share available to common stockholders	$	0.05		$	0.98		$	0.08
Diluted earnings per share:
Income from continuing operations	$	0.02		$	0.85		$	0.05
Discontinued operations		0.03			0.01			0.03
Cumulative effect of change in accounting principle		—			—			—
Net income per share available to common stockholders	$	0.05		$	0.86		$	0.08
Weighted-average shares outstanding:
Basic		361,174			379,499			381,100
Diluted		365,659			440,585			390,879

See notes to consolidated financial statements.

Novell annual report 2006 59

NOVELL, INC.

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except share and per share data)

	October 31,			October 31,
	2006			2005
ASSETS
Current assets:
Cash and cash equivalents	$	675,787		$	811,238
Short-term investments		790,500			843,666
Receivables (net of allowances of $5,574 and $16,638 at October 31, 2006 and 2005, respectively)		233,986			293,627
Prepaid expenses		32,328			30,777
Other current assets		28,524			29,745
Total current assets		1,761,125			2,009,053
Property, plant and equipment, net		184,084			212,377
Long-term investments		2,263			54,340
Goodwill		424,701			395,509
Intangible assets, net		40,404			56,421
Deferred income taxes		4,770			1,384
Other assets		32,376			32,774
Total assets	$	2,449,723		$	2,761,858
LIABILITIES, REDEEMABLE SECURITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	44,419		$	45,445
Accrued compensation		103,710			113,760
Other accrued liabilities		106,837			131,105
Income taxes payable		49,600			56,869
Deferred revenue		380,979			376,973
Total current liabilities		685,545			724,152
Deferred income taxes		4,186			4,537
Long-term deferred revenue		45,992			28,778
Senior convertible debentures		600,000			600,000
Total liabilities		1,335,723			1,357,467
Minority interests		—			8,555
Redeemable securities:
Series B Preferred Stock, $.10 par value, Authorized — 1,000 shares;
Outstanding — 187 shares at October 31, 2006 and 2005 (at redemption value)		9,350			9,350
Stockholders’ equity:
Series A preferred stock, $.10 par value, Authorized — 499,000 shares; no shares issued		—			—
Common stock, par value $.10 per share, Authorized — 600,000,000 shares; Issued — 358,512,471 and 400,993,898 shares at October 31, 2006 and 2005, respectively, Outstanding — 343,362,534 and 385,820,699 shares at October 31, 2006 and 2005, respectively		35,851			40,099
Additional paid-in capital		338,954			483,157
Treasury stock, at cost — 15,149,937 and 15,173,199 shares at October 31, 2006 and 2005, respectively		(124,684	)		(124,875	)
Retained earnings		840,449			984,107
Accumulated other comprehensive income		14,080			7,444
Unearned compensation and other		—			(3,446	)
Total stockholders’ equity		1,104,650			1,386,486
Total liabilities, redeemable securities and stockholders’ equity	$	2,449,723		$	2,761,858

See notes to consolidated financial statements.

60 Novell annual report 2006

NOVELL, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Amounts in thousands)

																			Accumulated
	Common			Common			Treasury			Treasury			Additional						Other			Unearned
	Stock			Stock			Stock			Stock			Paid-In			Retained			Comprehensive			Compensation
	Shares			Amount			Shares			Amount			Capital			Earnings			Income			and Other			Total
Balance at October 31, 2003		376,460		$	37,646			—		$	—		$	319,016		$	576,759		$	7,068		$	(6,019	)	$	934,470
Stock issued from stock plans		12,757			1,276			1			11			63,101			—			—			(5,452	)		58,936
Stock issued for conversion of Series B Preferred Stock		4,000			400			—			—			24,600			—			—			—			25,000
Shares repurchased		—			—			(15,188	)		(125,000	)		—			—			—			—			(125,000	)
Shares cancelled		(156	)		(16	)		—			—			(1,295	)		—			—			537			(774	)
Amortization of unearned stock compensation		—			—			—			—			—			—			—			4,848			4,848
Beneficial conversion feature		—			—			—			—			25,680			(25,680	)		—			—			—
Dividends on Series B Preferred Stock		—			—			—			—			—			(416	)		—			—			(416	)
Change in unrealized gain on investments		—			—			—			—			—			—			(1,352	)		—			(1,352	)
Cumulative translation adjustment		—			—			—			—			—			—			11,720			—			11,720
Change in minimum pension liability		—			—			—			—			—			—			(1,256	)		—			(1,256	)
Net income		—			—			—			—			—			57,188			—			—			57,188
Comprehensive income		—			—			—			—			—			—			—			—			66,301
Balance at October 31, 2004		393,061			39,306			(15,187	)		(124,989	)		431,102			607,851			16,180			(6,086	)		963,364
Stock issued from stock plans		5,678			567			14			114			26,843			—			—			(1,998	)		25,526
Stock plans income tax benefit		—			—			—			—			13,799			—			—			—			13,799
Stock issued for conversion of Series B Preferred Stock		2,504			250			—			—			15,400			—			—			—			15,650
Shares cancelled		(249	)		(24	)		—			—			(4,043	)		—			—			3,325			(742	)
Amortization of unearned stock compensation		—			—			—			—			—			—			—			1,313			1,313
Dividends on Series B Preferred Stock		—			—			—			—			—			(466	)		—			—			(466	)
Change in unrealized gain on investments		—			—			—			—			56			—			(7,767	)		—			(7,711	)
Cumulative translation adjustment		—			—			—			—			—			—			(1,592	)		—			(1,592	)
Change in minimum pension liability		—			—			—			—			—			—			623			—			623
Net income		—			—			—			—			—			376,722			—			—			376,722
Comprehensive income		—			—			—			—			—			—			—			—			368,042
Balance at October 31, 2005		400,994			40,099			(15,173	)		(124,875	)		483,157			984,107			7,444			(3,446	)		1,386,486
Cumulative effect of adoption of SAB 108		—			—			—			—			19,190			(19,190	)		—			—			—
Revised balance at November 1, 2005		400,994			40,099			(15,173	)		(124,875	)		502,347			964,917			7,444			(3,446	)		1,386,486
Stock issued from stock plans		9,549			955			23			191			40,482			—			—			—			41,628
Stock compensation expense		—			—			—			—			35,265			—			—			—			35,265
Compensation expense related to executive termination benefits		—			—			—			—			2,739			—			—			—			2,739
Cumulative effect of adoption of SFAS No. 123R		—			—			—			—			(3,446	)		—			—			3,446			—
Stock plans income tax benefit		—			—			—			—			15,263			—			—			—			15,263
Shares repurchased and retired		(51,515	)		(5,152	)		—			—			(251,911	)		(142,937	)		—			—			(400,000	)
Shares cancelled		(516	)		(51	)		—			—			(1,804	)		—			—			—			(1,855	)
Dividends on Series B Preferred Stock		—			—			—			—			—			(187	)		—			—			(187	)
Change in unrealized gain on investments		—			—			—			—			19			—			4,053			—			4,072
Cumulative translation adjustment		—			—			—			—			—			—			1,950			—			1,950
Change in minimum pension liability		—			—			—			—			—			—			633			—			633
Net income		—			—			—			—			—			18,656			—			—			18,656
Comprehensive income		—			—			—			—			—			—			—			—			25,311
Balance at October 31, 2006		358,512		$	35,851			(15,150	)	$	(124,684	)	$	338,954		$	840,449		$	14,080		$	—		$	1,104,650

See notes to consolidated financial statements.

Novell annual report 2006 61

NOVELL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)

	Fiscal Year Ended
	October 31,			October 31,			October 31,
	2006			2005			2004
Cash flows from operating activities
Net income	$	18,656		$	376,722		$	57,188
Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based compensation expense		35,265			1,748			4,940
Tax effects of stock-based compensation plans		15,263			13,799			—
Excess tax benefits from stock-based compensation		(15,263	)		—			—
Depreciation and amortization		46,976			54,513			48,542
Decrease in accounts receivable allowances		(6,888	)		(7,838	)		(4,923	)
Utilization of previously reserved acquired net operating losses		6,585			29,600			—
Purchased in-process research and development		2,110			480			—
Deferred income taxes		(4,317	)		(702	)		870
Net gain on sale of property, plant and equipment		(5,968	)		(1,589	)		(1,639	)
Loss on Japan consulting group		8,273			—			—
Executive termination benefits, non-cash		9,409			—			—
Gain on sale of previously impaired long-term investments		(2,226	)		(2,087	)		(3,360	)
Loss on impaired long-term investments		1,481			3,387			5,415
Impairment of intangible assets		1,230			1,521			—
Gain on sale of Celerant, discontinued operations, before taxes		(11,117	)		—			—
Gain on sale of venture capital funds		(17,953	)		—			—
Cumulative effect of change in accounting principle		897			—			—
Changes in current assets and liabilities, excluding acquisitions and dispositions:
Receivables		33,276			(15,087	)		(20,327	)
Prepaid expenses		(4,102	)		(3,777	)		(1,358	)
Other current assets		(88	)		(777	)		(3,069	)
Accounts payable		(1,235	)		(10,935	)		2,492
Accrued liabilities		(32,731	)		30,290			(10,619	)
Deferred revenue		21,505			31,146			43,261
Net cash provided by operating activities		99,038			500,414			117,413
Cash flows from financing activities
Issuance of common stock, net		40,131			22,108			58,162
Excess tax benefits from stock-based compensation		15,263			—			—
Payment of cash dividends on Series B Preferred Stock		(187	)		(591	)		(292	)
Issuance of Series B Preferred Stock		—			—			50,000
Issuance of senior convertible debentures		—			—			600,000
Payment of issuance costs on senior convertible debentures		—			—			(14,850	)
Repurchases of common stock (2006 retired, 2004 held in treasury)		(400,000	)		—			(125,000	)
Net cash (used in) provided by financing activities		(344,793	)		21,517			568,020
Cash flows from investing activities
Purchases of property, plant and equipment		(26,668	)		(30,781	)		(26,997	)
Proceeds from the sale of property, plant and equipment		24,992			10,421			4,951
Proceeds from payoff of note receivable		9,092			—			—
Proceeds from sale of venture capital funds		71,298			—			—
Purchases of short-term investments		(503,584	)		(1,286,499	)		(999,078	)
Maturities of short-term investments		131,088			348,156			160,611
Sales of short-term investments		429,715			863,973			444,972
Purchases of long-term investments		(9,499	)		(11,407	)		(20,505	)
Proceeds from sales of and distributions from long-term investments		10,972			11,688			12,899
Proceeds from the sale of Celerant, net of cash divested of $37,345		37,922			—			—
Proceeds from the sale of Japan consulting group, net of cash divested of $1,450		1,450			—			—
Cash paid for acquisition of e-Security, net of cash acquired		(71,550	)		—			—
Cash paid for equity share of OIN		(4,225	)		—			—
Cash paid for acquisition of Tally and Immunix, net of cash acquired		—			(33,829	)		—
Cash paid for acquisition of SUSE and Salmon, net of cash acquired		—			—			(205,620	)
Purchase of intangible assets		(1,159	)		(15,500	)		—
Restricted cash for the acquisition of India joint venture		—			(7,500	)		—
Other		10,460			6,181			10,806
Net cash provided by (used in) investing activities		110,304			(145,097	)		(617,961	)
Total increase (decrease) in cash and cash equivalents		(135,451	)		376,834			67,472
Cash and cash equivalents — beginning of period		811,238			434,404			366,932
Cash and cash equivalents — end of period	$	675,787		$	811,238		$	434,404
Supplemental disclosures of cash and non-cash financing and investing activities:
Contribution of patents to Open Invention Network, LLC	$	14,383		$	—		$	—
Release of restricted cash for the acquisition of India joint venture		7,500
Conversion of Series B Preferred Stock		—			15,650			25,000
Deemed dividend related to beneficial conversion feature of Series B Preferred Stock		—			—			25,680
Issuance of notes receivable for sale of property, plant and equipment		—			—			9,935

See notes to consolidated financial statements.

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NOVELL, INC.

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A.   Summary of Business Operations

Novell develops, implements, and supports proprietary, mixed source and open source software for use in business solutions. With approximately 4,500 employees in over 80 offices worldwide, we provide customers with enterprise infrastructure software and a full range of training and support services. Our products enable customers to solve business challenges by maximizing the effectiveness of their information technology (IT) environments.

With a 24-year history of innovation and industry leadership, Novell enables customers to build their own “Open Enterprise” by adding the strength, flexibility and economy of open source software to their existing IT infrastructures. We offer an open source platform along with fully integrated systems management and security and identity solutions. Our specific offerings include identity and access management products, resource management products, SUSE Linux Enterprise Sever (“SLES”), Open Enterprise Server, NetWare, and Collaboration products on several operating systems, including Linux, NetWare, Windows, and Unix. These technologies allow us to help customers manage both our open source platform and the other heterogeneous components of their IT infrastructures.

By delivering these technology solutions to our customers, we help them drive increased performance from their IT infrastructures at a reduced cost and with lower risk. In doing so, we give our customers more time to focus on innovation and growth in their core businesses.

To help ensure customer success, we offer customers extensive technical support and training through our worldwide support network. We also have strong partnerships in place with application providers, hardware and software vendors, and consultants and systems integrators. With our open source platform, enterprise infrastructure software, and global network of partners, we offer full solutions to our customers, regardless of their size or location.

Our software solutions are grouped into three main solution categories: systems, security and identity management; open platform solutions; and workspace solutions. In addition, we offer worldwide IT consulting, training and technical support services. Following are descriptions of these categories.

Systems, Security and Identity Management.  Our systems, security, and identity management products include applications that offer broad capabilities for automating the management of IT resources. This group of Novell solutions creates and assigns digital identities to IT resources, and protects those resources from unauthorized use. They also manage and track the use of IT assets and report on that usage for auditing, billing and compliance reporting purposes. Among other benefits, customers use these solutions to:

•  Automate the management of IT assets, including servers, desktops, laptops and hand-held devices, through their entire lifecycle with device location tracking, utilization reporting and routing administrative tasks.

•  Lower the total cost of ownership of desktops and laptops through automated machine configuration and software patch management across the enterprise.

•  Reduce the complexity and costs of managing users and their access to systems through instant provisioning of new employees, streamlined authentication and authorization, and centrally managed access policies.

•  Secure enterprise information from unauthorized use through the instant revocation of access rights, the creation of a consistent enterprise-wide security model, and by gaining full visibility into how information, services and resources are being used.

We believe that businesses recognize the need to manage access to their assets, and the use and optimization of those assets, with systems that are driven by business policies. Novell meets this need by offering systems that help customers define, implement and administer business policies across a single enterprise. Novell’s solutions also accommodate customers’ need for increased business agility. By using our products, customers can extend their business processes and systems across organizational and technical boundaries, integrating with the operational

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environments of their customers, employees, suppliers and partners. This affords organizations the opportunity to make changes to their business operations without incurring the cost of constantly changing individual software application components, and without impacting their business partners.

These identity-based technologies not only regulate user access to data and applications, but are increasingly becoming the basis for securing and managing other information assets, such as mobile computing and communications devices and data center servers. We believe that identity management technologies are increasingly becoming the preferred means by which businesses will efficiently utilize all their IT assets. We have developed products for this market to help our customers take advantage of these opportunities. These products can be deployed across a number of systems, including Linux, NetWare, Windows, and Unix recognizing the heterogeneous nature of today’s IT infrastructures. Our development strategy has been to produce systems, security and identity management technologies as a set of discrete software components that customers can deploy quickly to meet specific business needs. We believe that this approach is far more appealing to customers than the alternative approach of building large, monolithic applications requiring lengthy implementations without any immediate business benefit.

Open Platform Solutions.  Both our open platform solutions and workspace solutions categories include solutions that offer effective, open and cross-platform approaches to computing, networking and collaboration. Both categories offer operating systems, network services, and workgroup software solutions.

With our open platform solutions, including our Linux-based and other related products, we focus on the substantial growth opportunities presented by enterprise adoption of open source technologies.

The foundation of this category is SUSE Linux Enterprise, our high quality and highly interoperable enterprise computing platform. With its openness, reliability and enterprise-class performance, we refer to SUSE Linux Enterprise as the Platform for the Open Enterprise. It offers businesses a complete open platform that supports mission-critical applications from the desktop to the data center. Components of this platform include:

•  SUSE Linux Enterprise Server, which handles a variety of server workloads including edge and infrastructure computing, enterprise database deployment, line-of-business applications, and mission-critical software applications.

•  SUSE Linux Enterprise Desktop, which offers a general-purpose desktop computing environment with high usability, a broad range of productivity applications including a full office suite, and advanced graphic capabilities.

A major focus of our open platform solutions is to advance and promote open source computing, with particular emphasis on driving increased enterprise adoption of Linux. We believe that a major shift toward the use of open source software is well underway across many industry segments. This trend is fueled by organizations that are more critically assessing the cost effectiveness of their existing IT infrastructures, evaluating viable open source alternatives, and seeking ways to avoid vendor lock-in.

We believe that we are uniquely positioned to drive the transition to greater use of open source software, as well as to benefit from this trend. Widespread adoption of Linux and open source software was initially hindered by weak technical support, a shortcoming that we are particularly well positioned to address. We leverage our financial stability, experience, and global services and support capabilities to help our customers integrate Linux and other open source software into their existing IT environments.

While the flexibility and cost savings of Linux and open source have made it attractive to enterprise customers, we believe they continue to look to proprietary software vendors to provide applications, management and security solutions. With our SUSE Linux Enterprise platform, our customers can now easily take a cross-platform approach, deploying the best of proprietary and open source software offerings for management and security functionality. We believe that many businesses find value in Novell providing them with a path to a more open, flexible and reliable

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IT environment, without requiring them to dismantle or disrupt any software or systems they presently have running. For example, we offer solutions today that allow customers to collaborate seamlessly across their Windows and Linux environments. We also provide solutions that enable IT managers to control Linux, NetWare and Windows systems simultaneously, consistently and easily.

Workspace solutions.  Our workspace solutions category is comprised of proprietary software products that provide customers with powerful solutions that are designed to operate within existing heterogeneous computing environments as well as to provide tools and strategies to allow easy migration between platforms to better fit customers’ technology plans. Our primary server products within this category are Open Enterprise Sever (OES) and NetWare. OES consists of several enterprise-ready, scalable networking and collaboration services. These include file, print, messaging, scheduling and directory-based management modules that allow customers to manage their global computing environment from a single, central console deployed on either of our major operating systems platforms. Our workspace solutions category also includes our GroupWise and collaboration technologies, Cluster Services, and BorderManager.

Global services and support.  We provide worldwide IT consulting, training and technical support services to address our customers’ needs. Our worldwide IT consulting practice provides the business knowledge and technical expertise our customers need to implement and achieve maximum benefit from our products and solutions. We also offer open source and identity-driven services designed to assist our customers with fast and effective application integration or migration of their existing platforms to Linux.

Through our training services, we offer skills assessments, advanced technical training courses, and customized training directly and through authorized training service partners. We also offer testing and certification programs to systems administrators, engineers, salespeople, and instructors on a wide variety of technologies, including Linux. In support of our strategy to drive increased enterprise adoption of Linux, we offer the Novell Certified Linux Engineer and Novell Certified Linux Professional programs.

We provide our customers with a global support structure covering proprietary and open source technical support. We deliver our technical support services through a variety of channels, including on-site dedicated resources as well as through telephone, web, e-mail, and remote systems management.

We are subject to a number of risks similar to those of other companies of similar size in our industry, including rapid technological changes, competition, limited number of suppliers, customer concentration, integration of acquisitions, government regulations, management of international activities and dependence on key individuals.

B.   Summary of Significant Accounting Policies

The accompanying consolidated financial statements reflect the application of significant accounting policies as described in this note and elsewhere in the accompanying consolidated financial statements.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Novell, Inc., its wholly-owned and majority-owned subsidiaries and majority-owned joint ventures. All material inter-company accounts and transactions have been eliminated in consolidation.

Management’s Estimates and Uncertainties

The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the amounts reported and related disclosure of contingent assets and liabilities in the financial statements and accompanying notes. Actual results could differ materially from those estimates.

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Reclassifications

In May 2006, we sold our Celerant consulting group. The results of operations for Celerant have been classified as discontinued operations for all periods presented (see Note E). Certain other amounts reported in prior years also have been reclassified from what was previously reported to conform to the current year’s presentation. These reclassifications did not have any impact on net income and net income per share available to common stockholders.

Foreign Currency Translation

The functional currency of all of our international subsidiaries, except for our Irish subsidiaries and a German holding company, is the local currency. These subsidiaries generate and expend cash primarily in their respective local currencies. The assets and liabilities of these subsidiaries are translated at current month-end exchange rates. Revenue and expenses are translated monthly at the average monthly exchange rate. Translation adjustments are recorded in accumulated other comprehensive income. With respect to our Irish subsidiaries and German holding company, the functional currency is the U.S. dollar for which translation gains and losses are included in other income and expense. All transaction gains and losses are reported in other income (expense). Foreign exchange resulted in losses of $0.7 million, $3.4 million and $5.0 million during fiscal 2006, 2005 and 2004, respectively.

Cash, Cash Equivalents and Short-Term Investments

We consider all investments with an initial term to maturity of three months or less at the date of purchase to be cash equivalents. Short-term investments are diversified, primarily consisting of investment grade securities that either mature within the next 12 months or have other characteristics of short-term investments, such as auction dates within at least six months of the prior auction date or being available to be used for current operations even if some maturities may extend beyond one year. All auction rate securities are classified as short-term investments.

All marketable debt and equity securities that are included in cash and short-term investments are considered available-for-sale and are carried at fair value. The unrealized gains and losses related to these securities are included in accumulated other comprehensive income (see Note Y). Fair values are based on quoted market prices where available. If quoted market prices are not available, we use third-party pricing services to assist in determining fair value. In many instances, these services examine the pricing of similar instruments to estimate fair value. When securities are sold, their cost is determined based on the first-in first-out method. The realized gains and losses related to these securities are included in investment income in the consolidated statements of operations.

Concentrations of Credit Risk

Financial instruments that subject us to credit risk primarily consist of cash equivalents, short-term investments, accounts receivable, notes receivable, and amounts due under subleases. Our credit risk is managed by investing cash and cash equivalents primarily in high-quality money market instruments and securities of the U.S. government and its agencies. Accounts receivable include amounts owed by geographically dispersed end users, distributors, resellers, and original equipment manufacturer (“OEM”) customers. No collateral is required. Accounts receivable are not sold or factored. At October 31, 2006, there were no receivables greater than 10% of our total receivables outstanding with any one customer. At October 31, 2005, we had outstanding receivables from one customer, which accounted for 13% of our outstanding receivables. This receivable balance was collected in full in the first quarter of fiscal 2006. We generally have not experienced any material losses related to receivables from individual customers or groups of customers. Due to these factors, no significant additional credit risk, beyond amounts provided for, is believed by management to be inherent in

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our accounts receivable. Our subleases are with many different parties and thus no concentration of credit risk exists at October 31, 2006.

During the years ended October 31, 2006, 2005 and 2004, there were no customers who accounted for more than 10% of total net revenue.

Equity Investments

We account for our equity investment where we hold more than 20 percent of the outstanding shares of the investee’s stock or where we have the ability to significantly influence the operations or financial decisions of the investee under the equity method of accounting in accordance with Accounting Principles Board Opinion No. 18, “The Equity Method of Accounting for Investments in Common Stock.” We initially record the investment at cost and adjust the carrying amount each period to recognize our share of the earnings or losses of the investee based on our percentage of ownership. We review our equity investments periodically for indicators of impairment.

Property, Plant and Equipment

Property, plant and equipment are carried at cost less accumulated depreciation and amortization. Depreciation and amortization is computed on the straight-line method over the estimated useful lives of the assets, or lease term, if shorter. Such lives are as follows:

Asset Classification	Useful Lives
Buildings		30 years
Furniture and equipment		2 – 7 years
Leasehold improvements and other		3 – 10 years

We review our property, plant and equipment annually for indicators of impairment in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors that could indicate an impairment include significant underperformance of the asset as compared to historical or projected future operating results, significant changes in the actual or intended use of the asset, or significant negative industry or economic trends. When we determine that the carrying value of an asset may not be recoverable, the related estimated future undiscounted cash flows expected to result from the use and eventual disposition of the asset are compared to the carrying value of the asset. If the sum of the estimated future cash flows is less than the carrying amount, we record an impairment charge based on the difference between the carrying value of the asset and its fair value, which we estimate based on discounted expected future cash flows. For fiscal years 2006, 2005, and 2004, we have not identified or recorded any impairment of our property, plant and equipment.

Goodwill and Intangible Assets

We review our goodwill annually for indicators of impairment in accordance with SFAS No. 142, “Goodwill and Other Intangible Assets.” We evaluate the recoverability of goodwill and indefinite-lived intangible assets annually as of August 1, or more frequently if events or changes in circumstances warrant, such as a material adverse change in the business. Goodwill is considered to be impaired when the carrying value of a reporting unit exceeds its estimated fair value. Fair values are estimated using a discounted cash flow methodology.

In accordance with SFAS No. 142, we do not amortize goodwill or intangibles with indefinite lives resulting from acquisitions. We review these assets periodically for potential impairment issues. Separable intangible assets that are not deemed to have an indefinite life are amortized over their estimated useful lives.

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We review our finite-lived intangibles assets for indicators of impairment in accordance with SFAS No. 144 whenever events or changes in circumstances indicate that the carrying value may not be recoverable. When we determine that the carrying value of an asset may not be recoverable, the related estimated future undiscounted cash flows expected to result from the use and eventual disposition of the asset are compared to the carrying value of the asset. If the sum of the estimated future cash flows is less than the carrying amount, we record an impairment charge based on the difference between the carrying value of the asset and its fair value, which we estimate based on discounted expected future cash flows.

Disclosure of Fair Value of Financial Instruments

Our financial instruments mainly consist of cash and cash equivalents, short-term investments, accounts receivable, notes receivable, accounts payable, accrued expenses, Series B Preferred Stock, and the Debentures. The carrying amounts of our cash equivalents and short-term investments, accounts receivable, accounts payable and accrued expenses approximate fair value due to the short-term nature of these instruments. We periodically review the realizability of each short-term and long-term investment when impairment indicators exist with respect to the investment. If an other-than-temporary impairment of the value of the investments is deemed to exist, the carrying value of the investment is written down to its estimated fair value. We consider an impairment to be other-than-temporary when market evidence or issuer-specific knowledge does not reflect long-term growth to support current carrying values. The carrying amounts for the Series B Preferred Stock and Debentures approximate fair value. As of October 31, 2006 and 2005, we did not hold any publicly-traded long-term equity securities. Our Debentures have interest rates that approximate current market rates; therefore, the carrying value approximates fair value.

Revenue Recognition and Related Reserves.

Our revenue is derived primarily from the sale of software licenses, software maintenance, upgrade protection, subscriptions of SUSE Linux Enterprise Server (“SLES”), technical support, training, and consulting services. Our customers include: distributors, who sell our products to resellers, dealers, and VARs; OEMs, who integrate our products with their products or solutions; VARs, who provide solutions across multiple vertical market segments which usually include services; and end users, who may purchase our products and services directly from Novell or from other partners or resellers. Except for our SUSE Linux product, distributors do not order to stock and only order products when they have an end customer order, which they present to us. With respect to our SUSE Linux product, distributors place orders and the product is then sold through to end customers principally through the retail channel. OEMs report the number of copies duplicated and sold via an activity or royalty report. Software maintenance, upgrade protection, technical support, and subscriptions of SLES typically involve one to three year contract terms. Our standard contracts offer a 90-day right of return.

Revenue is recognized in accordance with Statement of Position (“SOP”) 97-2, “Software Revenue Recognition,” and Staff Accounting Bulletin No. 104, “Revenue Recognition,” and related interpretations. When an arrangement does not require significant production, modification or customization of software or does not contain services considered to be essential to the functionality of the software, revenue is recognized when the following four criteria are met:

•  Persuasive evidence of an arrangement exists — We require evidence of an agreement with a customer specifying the terms and conditions of the products or services to be delivered typically in the form of a signed contract or statement of work accompanied by a purchase order.

•  Delivery has occurred — For software licenses, delivery takes place when the customer is given access to the software programs via access to a web site or shipped medium. For services, delivery takes place as the services are provided.

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•  The fee is fixed or determinable — Fees are fixed or determinable if they are not subject to a refund or cancellation and do not have payment terms that exceed our standard payment terms. Typical payment terms are net 30 days.

•  Collection is probable — We perform a credit review of all customers with significant transactions to determine whether a customer is creditworthy and collection is probable. Prior Novell established credit history, credit reports, financial statements, and bank references are used to assess creditworthiness.

In general, revenue for transactions that do not involve software customization or services considered essential to the functionality of the software is recognized as follows:

•  Software license fees for our SUSE Linux product are recognized when the product is sold through to an end customer;

•  Software license fees for sales through OEMs are recognized upon receipt of license activity or royalty reports;

•  All other software license fees are recognized upon delivery of the software;

•  Software maintenance, upgrade protection, technical support, and subscriptions of SLES are recognized ratably over the contract term; and

•  Consulting, training and other similar services are recognized as the services are performed.

If the fee due from the customer is not fixed or determinable, revenue is recognized as payments become due from the customer. If collection is not considered probable, revenue is recognized when the fee is collected. We record provisions against revenue for estimated sales returns and allowances on product and service-related sales in the same period as the related revenue is recorded. We also record a provision to operating expenses for bad debts resulting from customers’ inability to pay for the products or services they have received. These estimates are based on historical sales returns and bad debt expense, analyses of credit memo data, and other known factors, such as bankruptcy. If the historical data we use to calculate these estimates do not accurately reflect future returns or bad debts, adjustments to these reserves may be required that would increase or decrease revenue or net income.

Many of our software arrangements include multiple elements. Such elements typically include any or all of the following: software licenses, rights to additional software products, software maintenance, upgrade protection, technical support services, training and consulting services. For multiple-element arrangements that do not involve significant modification or customization of the software and do not involve services that are considered essential to the functionality of the software, we allocate value to each element based on its relative fair value, if sufficient Novell-specific objective evidence of fair value exists for each element of the arrangement. Novell-specific objective evidence of fair value is determined based on the price charged when each element is sold separately. If sufficient Novell-specific objective evidence exists for all undelivered elements, but does not exist for the delivered element, typically the software, then the residual method is used to allocate value to each element. Under the residual method, each undelivered element is allocated value based on Novell-specific objective evidence of fair value for that element, as described above, and the remainder of the total arrangement fee is allocated to the delivered element, typically the software. If sufficient Novell-specific objective evidence does not exist for all undelivered elements and the arrangement involves rights to unspecified additional software products, all revenue is recognized ratably over the term of the arrangement. If the arrangement does not involve rights to unspecified additional software products, all revenue is initially deferred until typically the only remaining undelivered element is software maintenance or

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technical support, at which time the entire fee is recognized ratably over the remaining maintenance or support term.

In the case of multiple-element arrangements that involve significant modification or customization of the software or involve services that are considered essential to the functionality of the software, contract accounting is applied. When Novell-specific objective evidence exists for software maintenance or technical support in arrangements requiring contract accounting, the consulting and license fees are combined and revenue is recognized on the percentage of completion basis. The percentage of completion is generally calculated using estimated hours incurred to date relative to the total expected hours for the entire project. The cumulative impact of any revision in estimates to complete or recognition of losses on contracts is reflected in the period in which the changes or losses become known. The maintenance or support fee is unbundled from the other elements and revenue is recognized ratably over the maintenance or support term. When Novell-specific objective evidence does not exist for software maintenance or support, then all revenue is deferred until completion of the consulting services, at which time the entire fee is recognized ratably over the remaining maintenance or support period.

Consulting project contracts are either time-and-materials or fixed-price contracts. Revenue from time-and-materials contracts is recognized as the services are performed. Revenue from fixed-price contracts is recognized based on the proportional performance method, generally using estimated time to complete to measure the completed effort. The cumulative impact of any revision in estimates to complete or recognition of losses on contracts is reflected in the period in which the changes or losses become known. Consulting revenue includes reimbursable expenses charged to our clients.

Cost of Revenue

Cost of revenue includes the amortization of intangible assets related to products or services sold, royalty costs and cost associated with personnel providing consulting services.

Expenses

Product development costs are expensed as incurred. Due to the use of the working model approach under SFAS No. 86, “Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed,” costs incurred subsequent to the establishment of technological feasibility but prior to the general release of the product, have not been significant and therefore have not been capitalized.

Advertising costs are expensed as incurred. Advertising expenses totaled $3.6 million, $6.0 million, and $10.6 million, in fiscal years 2006, 2005, and 2004, respectively.

Share-based Payments

On November 1, 2005, we adopted Statement of Financial Accounting Standards (“SFAS”) No. 123(R), “Share-Based Payment,” which requires us to account for share-based payment transactions using a fair value-based method and recognize the related expense in the results of operations. Prior to our adoption of SFAS No. 123(R), as permitted by SFAS No. 123, we accounted for share-based payments to employees using the Accounting Principles Board Opinion No. 25 (“APB 25”), “Accounting for Stock Issued to Employees,” intrinsic value method and, therefore, we generally recognized compensation expense for restricted stock awards and did not recognize compensation cost for employee stock options. SFAS No. 123(R) allows companies to choose one of two transition methods: the modified prospective transition method or the modified retrospective transition method. We chose to use the modified prospective transition methodology, and accordingly, we have not restated the results of prior periods.

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Under the fair value recognition provisions of SFAS No. 123(R), share-based compensation cost is estimated at the grant date based on the fair value of the award and is recognized as expense over the requisite service period of the award. The fair value of restricted stock awards is determined by reference to the fair market value of our common stock on the date of grant. Consistent with the valuation method we used for disclosure-only purposes under the provisions of SFAS No. 123, we use the Black-Scholes model to value service condition and performance condition option awards under SFAS No. 123(R). For awards with market conditions granted subsequent to our adoption of SFAS No. 123(R), we use a lattice valuation model to estimate fair value. For awards with only service conditions and graded-vesting features, we recognize compensation cost on a straight-line basis over the requisite service period. For awards with performance or market conditions granted subsequent to our adoption of SFAS No. 123(R), we recognize compensation cost based on the graded-vesting method.

Determining the appropriate fair value model and related assumptions requires judgment, including estimating stock price volatility, forfeiture rates, and expected terms. The expected volatility rates are estimated based on historical and implied volatilities of our common stock. The expected term represents the average time that options that vest are expected to be outstanding based on the vesting provisions and our historical exercise, cancellation and expiration patterns. We estimate pre-vesting forfeitures when recognizing compensation expense based on historical rates and forward-looking factors. We update these assumptions at least on an annual basis and on an interim basis if significant changes to the assumptions are warranted.

We issue performance-based equity awards, typically to certain senior executives, which vest upon the achievement of certain financial performance goals, including revenue and income targets. Determining the appropriate amount to expense based on the anticipated achievement of the stated goals requires judgment, including forecasting future financial results. The estimate of expense is revised periodically based on the probability of achieving the required performance targets and adjustments are made as appropriate. The cumulative impact of any revision is reflected in the period of change. If the financial performance goals are not met, the award does not vest, so no compensation cost is recognized and any previously recognized compensation cost is reversed.

In the past, we have issued market condition equity awards, typically granted to certain senior executives, the vesting of which is accelerated or contingent upon the price of Novell common stock meeting specified pre-established stock price targets. For awards granted prior to our adoption of SFAS No. 123(R), the fair value of each market condition award was estimated as of the grant date using the same option valuation model used for time-based options without regard to the market condition criteria. As a result of our adoption of SFAS No. 123(R), compensation cost is recognized over the estimated requisite service period and is not reversed if the market condition target is not met. If the pre-established stock price targets are achieved, any remaining expense on the date the target is achieved is recognized either immediately or, in situations where there is a remaining minimum time vesting period, ratably over that period.

Net Income (Loss) Per Share

Basic and diluted net income per share available to common stockholders is presented in conformity with SFAS No. 128, “Earnings per Share,” and the related interpretation in EITF Issue No. 03-06, “Participating Securities and the Two — Class Method under FASB Statement No. 128.” Basic net income per share available to common stockholders is computed by dividing net income available to common stockholders by the actual weighted-average number of common shares outstanding during the period. Net income available to common stockholders reflects net income (loss) after deducting accumulated preferred stock dividends and earnings allocated to participating preferred stockholders. Diluted net income available to common stockholders is based on the basic calculation but also excludes the minority interest share of net income on a diluted basis and assumes the conversion of the Series B Preferred Stock and Debentures using the “if converted” method, if dilutive, and includes the dilutive effect of potential common shares under the treasury stock

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method. Potential common shares include stock options, unvested restricted stock and, in certain circumstances, convertible securities such as the Debentures and Series B Preferred Stock.

In November 2004, the EITF reached a final conclusion on Issue 04-8, “Accounting Issues Related to Certain Features of Contingently Convertible Debt and the Effect on Diluted Earnings per Share.” This issue addresses when the dilutive effect of contingently convertible debt with a market price trigger should be included in diluted earnings per share calculations. The EITF’s conclusion is that the market price trigger should be ignored and that these securities should be treated as convertible securities and included in diluted earnings per share regardless of whether the conversion contingencies have been met. Because our Debentures are contingently convertible debt with a market price trigger, we were required to comply with EITF Issue 04-8 beginning in the first quarter of fiscal 2005. All earnings per share amounts presented have been revised to conform to the requirements of EITF Issue No. 04-8.

Derivative Instruments

A large portion of our revenue, expense, and capital purchasing activities are transacted in U.S. dollars. However, we enter into transactions in other currencies, primarily the Euro, the British Pound Sterling, and certain other European, Latin American and Asian currencies. To protect against reductions in value caused by changes in foreign exchange rates, we have established balance sheet and inter-company hedging programs. We hedge currency risks of some assets and liabilities denominated in foreign currencies through the use of one-month foreign currency forward contracts. We do not currently hedge currency risks related to revenue or expenses denominated in foreign currencies.

We enter into these one-month hedging contracts two business days before the end of each month and settle them at the end of the following month. Due to the short period of time between entering into the forward contracts and the year-end, the fair value of the derivatives as of October 31, 2006 and 2005 is insignificant. Gains and losses recognized during the year on these foreign currency contracts are recorded as other income or expense and would generally be offset by corresponding losses or gains on the related hedged items, resulting in negligible net exposure to our financial statements.

Recent Pronouncements

In June 2006, the FASB issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement No. 109,” (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with SFAS No. 109, “Accounting for Income Taxes.” FIN 48 prescribes a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination. If the tax position is deemed “more-likely-than-not” to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50 percent likelihood of being realized upon ultimate settlement. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods and disclosure relative to uncertain tax positions. FIN 48 is effective for fiscal years beginning after December 15, 2006 (Novell’s fiscal 2008, beginning November 1, 2007). We are currently evaluating the impact of this interpretation on our financial position and results of operations.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements,” (“SFAS No. 157”). SFAS No. 157 defines fair value and provides enhanced guidance for using fair value to measure assets and liabilities. It also expands the amount of disclosure about the use of fair value to measure assets and liabilities. The standard applies whenever other standards require assets or liabilities to be measured at fair value but does not expand the use of fair value to any new circumstances. SFAS No. 157 is effective beginning

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the first fiscal year that begins after November 15, 2007 (Novell’s fiscal 2009). We are currently evaluating the impact of SFAS No. 157 on our financial position and results of operations.

In September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Post retirement Plans, an amendment of SFAS Nos. 87, 88, 106, and 132(R),” (“SFAS No. 158”). This statement requires an employer to recognize in its balance sheet the over funded or under funded status of a defined benefit post retirement plan measured as the difference between the fair value of plan assets and the present value of the benefit obligation. The recognition of the net liability or asset will require an offsetting adjustment to accumulated other comprehensive income in shareholders’ equity. SFAS No. 158 does not change how post retirement benefits are accounted for and reported in the income statement. SFAS No. 158 is effective for fiscal years ending after December 15, 2006 (Novell’s fiscal 2007). We do not expect the adoption of SFAS No. 158 to have a material impact on our comprehensive income and we do not anticipate a material adjustment to our statement of financial position as a result of adopting SFAS No. 158.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities,” (“SFAS No. 159”). SFAS 159 establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities. Previously, accounting rules required different measurement attributes for different assets and liabilities that created artificial volatility in earnings. SFAS No. 159 helps to mitigate this type of accounting-induced volatility by enabling companies to report related assets and liabilities at fair value, which would likely reduce the need for companies to comply with detailed rules for hedge accounting. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year beginning after November 15, 2007 (Novell’s fiscal 2009), though early adoption is permitted. We are currently evaluating the impact of this pronouncement on our financial position and results of operations.

In March 2007, the Emerging Issues Task Force (“EITF”) reached a consensus on issue number 06-10, “Accounting for Deferred Compensation and Postretirement Benefit Aspects of Collateral Assignment Split-Dollar Life Insurance Arrangements,” (“EITF 06-10”). EITF 06-10 provides guidance to help companies determine whether a liability for the postretirement benefit associated with a collateral assignment split-dollar life insurance arrangement should be recorded in accordance with either SFAS No. 106, “Employers’ Accounting for Postretirement Benefits Other Than Pensions” (if, in substance, a postretirement benefit plan exists), or Accounting Principles Board Opinion No. 12. (if the arrangement is, in substance, an individual deferred compensation contract). EITF 06-10 also provides guidance on how a company should recognize and measure the asset in a collateral assignment split-dollar life insurance contract. EITF 06-10 is effective for fiscal years beginning after December 15, 2007 (Novell’s fiscal 2008), though early adoption is permitted. We are currently evaluating the impact of this pronouncement on our financial position and results of operations.

C.   Staff Accounting Bulletin No. 108

In September 2006, the SEC staff issued Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements” (“SAB 108”). SAB 108 was issued in order to eliminate the diversity of practice surrounding how public companies quantify financial statement misstatements. SAB 108 is effective for fiscal years ending after November 15, 2006, but we adopted it early in fiscal 2006.

Traditionally, there have been two widely-recognized methods for quantifying the effects of financial statement misstatements: the “roll-over” method and the “iron curtain” method. The roll-over method focuses primarily on the impact of a misstatement on the income statement, including the reversing effect of prior year misstatements, but its use can lead to the accumulation of misstatements on the balance sheet. The iron-curtain method, on the other hand, focuses primarily on the effect of correcting the period-end balance sheet with less emphasis on the reversing effects of prior year errors on the income statement. Prior to our application of the

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guidance in SAB 108, we consistently applied the roll-over method when quantifying financial statement misstatements.

In SAB 108, the SEC staff established an approach that requires quantification of financial statement misstatements based on the effects of misstatements on each of the financial statements and the related financial statement disclosures. This model is commonly referred to as a “dual approach” because it requires quantification of errors under both the iron curtain and the roll-over methods.

SAB 108 permits us to initially apply its provisions to errors that are material under the dual method but were not previously material under our previously used method of assessing materiality either by (i) restating prior financial statements as if the “dual approach” had always been applied or (ii) recording the cumulative effect of initially applying the “dual approach” as adjustments to the carrying values of the applicable balance sheet accounts as of November 1, 2005 with an offsetting adjustment recorded to the opening balance of retained earnings. We elected to record the effects of applying SAB 108 using the cumulative effect transition method and adjusted beginning retained earnings for fiscal 2006 in the accompanying consolidated financial statements for misstatements associated with our historical stock-based compensation expense and related income tax effects as described below. We do not consider any of the misstatements to have a material impact on our consolidated financial statements in any of the prior years affected under our previous method for quantifying misstatements, the roll-over method.

Historical Stock-Based Compensation Practices

On May 23, 2007, we announced that we had completed our self-initiated, voluntary review of our historical stock-based compensation practices and determined the related accounting impact.

The review was conducted under the direction of the Audit Committee of our Board of Directors, who engaged the law firm of Cahill Gordon & Reindel LLP, with whom we had no previous relationship, as independent outside legal counsel to assist in conducting the review. The scope of the review covered approximately 400 grant actions (on approximately 170 grant dates) from November 1, 1996 through September 12, 2006. Within these pools of grants are more than 58,000 individual grants. In total, the review encompassed awards relating to more than 230 million shares of common stock granted over the ten-year period.

The Audit Committee, together with its independent outside legal counsel, did not find any evidence of intentional wrongdoing by any former or current Novell employees, officers or directors. We have determined, however, that we utilized incorrect measurement dates for some of the stock-based compensation awards granted during the review period. The incorrect measurement dates can be attributed primarily to the following reasons:

Administrative Corrections — In the period of fiscal 1997 to 2005, we corrected administrative errors identified subsequent to the original authorization by awarding stock options that we dated with the original authorization date. The administrative errors included incorrect lists of optionees, generally new hires who were inadvertently omitted from the lists of optionees because of the delayed updating of our personnel list, and miscalculations of the number of options to be granted to particular employees on approved lists.

Number of Shares Approved Not Specified — Documented authorization for certain grants, primarily in the period from fiscal 1997 through 2000, lacked specificity for some portion or all of the grant.

Authorization Incomplete or Received Late — For certain grants, primarily in the period from fiscal 1997 through 2004, there is incomplete documentation to determine with certainty when the grants were actually authorized or the authorization was received after the stated grant date.

In light of the above findings, we and our advisors performed an exhaustive process to uncover all information that could be used in making a judgment as to appropriate measurement dates. We used all available information to

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form conclusions as to the most likely option granting actions that occurred and to form conclusions as to the appropriate measurement dates.

Under APB No. 25, “Accounting for Stock Issued to Employees,” because the exercise prices of the stock options on the new measurement dates were, in some instances, lower than the fair market value of the underlying stock on such dates, we are required to record compensation expense for these differences. As a result, stock-based compensation expense in a cumulative after-tax amount of approximately $19.2 million should have been reported in the consolidated financial statements for the fiscal years ended October 31, 1997 through October 31, 2005. After considering the materiality of the amounts of stock-based compensation and related income tax effects that should have been recognized in each of the applicable historic periods, including the interim periods of fiscal 2005 and 2006, we determined that the errors were not material to any prior period, on either a quantitative or qualitative basis, under our previous method for quantifying misstatements, the roll-over method. Therefore, we will not restate our consolidated financial statements for prior periods. In accordance with the provisions of SAB 108, we decreased beginning retained earnings at November 1, 2005 by approximately $19.2 million, from $984.1 million to $964.9 million, or a reduction of two percent, with the offset to additional paid-in capital in the consolidated balance sheet.

The following table summarizes the effects, net of income taxes, (on a cumulative basis prior to fiscal 2004 and in fiscal 2004 and 2005) resulting from changes in measurement dates and the related application of the guidance applicable to the initial compliance with SAB 108:

	(Amounts in 000s)
Cumulative prior to fiscal 2004	$	18,291
Fiscal 2004		698
Fiscal 2005		201
Total adjustment at November 1, 2005	$	19,190

D.   Acquisitions and Equity Investments

e-Security

On April 19, 2006, we acquired 100% of the outstanding stock of e-Security, Inc., a privately-held company headquartered in Vienna, Virginia. e-Security provides security information, event management and compliance software. e-Security’s products are now part of our identity and access management sub-category. The purchase price was approximately $71.7 million in cash, plus transaction costs of $1.1 million. e-Security’s results of operations were included in our consolidated financial statements beginning on the acquisition date.

The purchase price was allocated as follows:

	Estimated			Estimated
	Fair Value			Useful Life
	(In thousands)
Fair value of net tangible liabilities assumed	$	(1,135	)		N/A
In-process research and development		2,110			N/A
Identifiable intangible assets:
Developed technology		6,920			3 years
Customer relationships		3,640			3 years
Trademarks/trade names		390			3 years
Goodwill		60,908			Indefinite
Total net assets acquired	$	72,833

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We estimated the fair values of the intangible assets as further described below. Developed technology, customer relationships, and trademarks/trade names are being amortized over their estimated useful lives. Goodwill is not amortized but is periodically evaluated for impairment.

The net tangible liabilities of e-Security consisted mainly of accounts payable and other liabilities reduced by cash and cash equivalents, accounts receivable, and fixed assets.

In-process research and development valued in the amount of $2.1 million pertains to technology that was not technologically feasible at the date of the acquisition, meaning it had not reached the working model stage, did not contain all of the major functions planned for the product, and was not ready for initial customer testing. At the acquisition date, e-Security was working on the next two releases of its product called Sentinel, one of which was released in the third calendar quarter of 2006 and the second is to be released in the first calendar half of 2007. These releases had not yet achieved technological feasibility at the time of acquisition. The in-process research and development was valued based on discounting estimated future cash flows from the related products. Completion of the development of the future upgrades of the Sentinel products is dependent upon our successful integration of the e-Security products with Novell products and services. The in-process research and development does not have any alternative future use and did not otherwise qualify for capitalization. As a result, this amount was expensed upon acquisition.

Developed technology relates to e-Security products that were commercially available and could be combined with Novell products and services. Discounted expected future cash flows attributable to the products were used to determine the value of developed technology. This resulted in a valuation of approximately $6.9 million related to developed technology that had reached technological feasibility.

The valuation of customer relationships in the amount of $3.6 million, which relates primarily to customers under maintenance agreements, was determined based on discounted expected future cash flows to be received as a result of the agreements and assumptions about their renewal rates.

Goodwill from the acquisition resulted from our belief that the Sentinel products developed by e-Security are a valuable addition to our identity and access management offerings. We believe they will help us remain competitive in the security and compliance markets and increase our identity and access management revenue. The goodwill from the e-Security acquisition was allocated among our geographic operating segments (see Note AA).

If the e-Security acquisition had occurred on November 1, 2004, the unaudited pro forma results of operations for the fiscal years 2006 and 2005 would have been:

	Fiscal Year Ended
	2006		2005
	(Amounts in thousands)
Net revenue	$	971,773	$	1,050,387
Net income available to common stockholders — diluted	$	13,261	$	372,201
Net income per share available to common stockholders — diluted	$	0.04	$	0.84

Open Invention Network LLC

In November 2005, Open Invention Network LLC (“OIN”) was established by us, IBM, Philips, Red Hat and Sony. OIN is a privately held company that has and intends to continue acquire patents to promote Linux and open source by offering its patents on a royalty-free basis to any company, institution or individual that agrees not to assert its patents against the Linux operating system or certain Linux-related applications. In addition, OIN, in its discretion, will enforce its patents to the extent it believes such action will serve to further protect and promote Linux and open source. Each party contributed capital with a fair value of $20.0 million to OIN. We account for our 20% ownership interest using the equity method of accounting. Our $20.0 million contribution consisted of patents with a fair value of $15.8 million, including $0.3 million of prepaid acquisition costs, and cash of $4.2 million. At the

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time of the contribution, the patents had a book value of $14.4 million, including $0.3 million of prepaid acquisition costs. The $1.4 million difference between the fair value and book value of the patents is being amortized to our investment in OIN account and equity income over the remaining estimated useful life of the patents, which is approximately nine years. Our investment in OIN as of October 31, 2006 of $18.9 million is classified as other assets in the consolidated balance sheets. In November 2006, our ownership interest in OIN decreased to approximately 17% due to the addition of NEC, a new investor in the company.

Onward Novell

In December 2005, we acquired the remaining 50% ownership of our sales and marketing joint venture in India from our joint venture partner for approximately $7.5 million in cash and other consideration. At October 31, 2005, $7.5 million of our cash was held in an escrow account for the acquisition and classified as other assets in the consolidated balance sheet. The cash was paid out of the escrow account during the first quarter of fiscal 2006. At the time of the acquisition, the net book value of the minority interest was $5.3 million. The $2.0 million difference between the net book value of the minority interest and the amount we paid for the remaining 50% ownership was recorded as goodwill.

Tally Systems Corp.

On April 1, 2005, we acquired a 100% interest in Tally Systems Corp., a privately-held company headquartered in Lebanon, New Hampshire. Tally provides automated PC hardware and software recognition products and services used by customers to manage hardware and software assets. This acquisition enables us to enhance our current ZENworks product offerings. The purchase price was approximately $17.3 million in cash, plus transaction costs of $0.4 million and excess facility costs of $4.5 million recorded as an acquisition liability. In addition, as a part of the acquisition, we set up a bonus pool of $0.5 million for Tally employees who satisfy certain criteria. This bonus pool was not accrued as a component of the purchase price and any bonus payments out of this pool are expensed as they are earned.

Tally’s results of operations were included in the consolidated financial statements beginning on the acquisition date.

The purchase price was allocated as follows:

	Estimated		Estimated
	Fair Value		Useful Life
	(In thousands)
Fair value of net tangible assets acquired	$	587		N/A
Identifiable intangible assets:
Developed technology		3,200		4 years
Contractual relationships		1,700		3 years
Customer relationships		280		3 years
Internal use software		90		3 years
Goodwill		16,308		Indefinite
Total net assets acquired	$	22,165

The purchase price was allocated to the tangible and identifiable intangible assets and the excess of the total purchase price over the amounts assigned was recorded as goodwill. We estimated the fair values of the intangible assets as further described below. Developed technology, contractual relationships, customer relationships and internal use software are being amortized over their estimated useful lives. Goodwill is not amortized but is periodically evaluated for impairment.

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Net tangible assets of Tally consisted mainly of cash and cash equivalents, accounts receivable and fixed assets reduced by accounts payable, deferred revenue and other liabilities.

Developed technology relates to Tally’s products that are commercially available and can be combined with Novell products and services as well as proprietary technology that could be used in future product releases. To determine the value of developed technology, the expected future cash flows attributable to the products was discounted to take into account risk associated with these assets. This resulted in a valuation of approximately $3.2 million related to developed technology, which had reached technological feasibility.

The valuation of contractual relationships in the amount of $1.7 million, which relates to a contract with an original equipment manufacturer reseller in Europe, was determined based on estimated discounted future cash flow to be received as a result of the relationship.

Goodwill from the acquisition resulted from our belief that the asset management products developed by Tally are a valuable addition to our ZENworks product line and will help us remain competitive in the hardware and software management products market. The goodwill from the Tally acquisition was allocated among our geographic operating segments (see Note AA).

Immunix, Inc.

On April 27, 2005, we acquired a 100% interest in Immunix, Inc., a privately-held company headquartered in Portland, Oregon, which provides enterprise class, host intrusion prevention solutions for the Linux platform. This acquisition enables us to expand security offerings on the Linux platform. The purchase price was approximately $17.3 million in cash, plus transaction costs of $0.4 million. In addition, as a part of the acquisition, we set up a bonus pool of $0.4 million for Immunix employees who satisfy certain criteria. This bonus pool was not accrued as a component of the purchase price and any bonus payments out of this pool are expensed as they are earned.

Immunix’s results of operations were included in the consolidated financial statements beginning on the acquisition date.

The purchase price was allocated as follows:

	Estimated			Estimated
	Fair Value			Useful Life
	(In thousands)
Fair value of net tangible liabilities assumed	$	(112	)		N/A
In-process research and development		480			N/A
Identifiable intangible assets:
Developed technology		2,400			3 years
Trademarks/trade names		120			3 years
Customer relationships		80			1 year
Internal use software		10			3 years
Goodwill		14,676			Indefinite
Total net assets acquired	$	17,654

The purchase price was allocated to the tangible and identifiable intangible assets and the excess of the total purchase price over the amounts assigned was recorded as goodwill. We estimated the fair values of the intangible assets as further described below. Developed technology, trademark/trade names, customer relationships and internal use software are being amortized over their estimated useful lives. Goodwill is not amortized but is periodically evaluated for impairment.

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Net tangible liabilities of Immunix consisted mainly of accounts payable and other liabilities reduced by cash and cash equivalents, accounts receivable, and fixed assets.

In-process research and development in the amount of $0.5 million pertains to technology that was not technologically feasible at the date of the acquisition, meaning it had not reached the working model stage, did not contain all of the major functions planned for the product, and was not ready for initial customer testing. At the acquisition date, Immunix was working on the next release of its product called AppArmor^tm, which was released in September 2005. This future release had not yet achieved technological feasibility. The in-process research and development was valued based on discounting estimated future cash flows from the related products. Completion of the development of the future upgrades of these products is dependent upon our delivery of our Linux applications products and our successful integration of the Immunix products. The in-process research and development does not have any alternative future use and did not otherwise qualify for capitalization. As a result, the entire amount was expensed upon acquisition.

Developed technology relates to Immunix products that are commercially available and can be combined with Novell products and services. Discounted expected future cash flows attributable to the products were used to determine the value of developed technology. This resulted in a valuation of approximately $2.4 million related to developed technology which had reached technological feasibility.

Goodwill from the acquisition resulted from our belief that the Linux platform security products developed by Immunix are a valuable addition to our Linux offerings and will help us remain competitive in the Linux market and increase our Linux revenue. The goodwill from the Immunix acquisition was allocated among our geographic operating segments (see Note AA).

If the Tally and Immunix acquisitions had occurred on November 1, 2003, the unaudited pro forma results of operations for fiscal 2005 and 2004 would have been:

	Fiscal Year Ended
	October 31,		October 31,
	2005		2004
	(In thousands, except per
	share amounts)
Revenue	$	1,200,762	$	1,173,055
Net income available to common stockholders — diluted	$	376,049	$	28,268
Net income per share available to common stockholders — diluted	$	0.86	$	0.07

Salmon Ltd.

On July 19, 2004, we purchased all of the outstanding stock of Salmon Ltd., a privately-held information technology services and consulting firm headquartered in Watford, England, for approximately $8.2 million in cash, plus merger and transaction costs of $0.6 million. In addition, we recorded a deferred income tax liability of $1.2 million resulting from the book and tax basis differences due to the non-deductibility of identified intangible assets recorded in connection with this acquisition.

The acquisition of Salmon enables us to expand our range of IT consulting services in the United Kingdom. Salmon’s results of operations have been included in the consolidated financial statements beginning on the acquisition date.

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The purchase price was allocated as follows:

	Estimated
	Acquisition Cost		Asset Life
	(In thousands)
Fair value of net tangible assets acquired	$	3,007		N/A
Identifiable intangible assets:
Customer relationships		3,417		3 years
Non-compete agreement		422		3 years
Goodwill		6,146		Indefinite
Total acquisition cost	$	12,992

The purchase price has been allocated to the tangible and identifiable intangible assets and the excess of the total purchase price over the amounts assigned has been recorded as goodwill. We estimated the fair values of the intangible assets as further described below. Customer relationships and the non-compete agreement are being amortized over their estimated useful lives. Goodwill is not amortized but is periodically evaluated for impairment.

The purchase agreement provides for contingent payments of up to an additional $10.6 million based upon the future revenue and profitability of both Salmon and Novell in the United Kingdom over a period of two years. Approximately $3.2 million of contingent payments were earned and recorded to goodwill in fiscal 2005 and approximately $5.7 million in fiscal 2006.

Net tangible assets of Salmon consisted mainly of cash and cash equivalents, accounts receivable, fixed assets, accounts payable, and other liabilities.

Goodwill from the acquisition resulted from our belief that the consulting methodologies and expertise Salmon had developed are valuable to our services business. We also believed it was more beneficial to acquire such knowledge rather than to develop it in-house. The goodwill from the Salmon acquisition was allocated 100% to our EMEA segment.

The valuation of customer relationships in the amount of $3.4 million was determined by comparing estimated future cash flow with and without the relationships in place.

The non-compete agreement in the amount of $0.4 million relates to an agreement Salmon has with a key individual. The valuation of the agreement was determined by estimating the present value of future cash flows with and without the non-compete agreement in place.

If the Salmon acquisition had occurred on November 1, 2003, the unaudited pro forma results of operations for fiscal 2004 would have been:

	Fiscal Year Ended
	Oct. 31, 2004
	(In thousands, except
	per-share amounts)
Net revenue	$	1,181,514
Net income attributable to common stockholders	$	29,184
Net income per share attributable to common stockholders — basic	$	0.08
Net income per share attributable to common stockholders — diluted	$	0.07

SUSE LINUX AG

On January 12, 2004, we purchased substantially all of the outstanding stock of SUSE LINUX AG (“SUSE”), a privately-held company and a leading provider of Linux-based products, for approximately $210.0 million in cash,

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plus merger and transaction costs of $9.0 million. In addition, we recorded a deferred income tax liability of $3.0 million resulting from the book and tax basis differences due to the non-deductibility of identified intangible assets recorded in connection with this acquisition. The deferred income tax liability was originally valued at $17.3 million; however, during the fourth quarter of fiscal 2004, we completed a reorganization of certain subsidiaries of SUSE LINUX AG in accordance with German merger law that resulted in a reduction of the deferred tax liability and goodwill of approximately $14.3 million.

The acquisition of SUSE enables us to offer a wide range of enterprise solutions on the Linux platform, from the desktop to the server to the mainframe. SUSE’s results of operations have been incorporated into ours beginning on the acquisition date.

The purchase price was allocated as follows:

	Estimated
	Acquisition Cost		Asset Life
	(In thousands)
Fair value of net tangible assets acquired	$	1,599		N/A
Identifiable intangible assets:
Customer relationships		13,385		3 years
Internal use software		5,864		3 years
Trademarks/trade names		24,221		Indefinite
Goodwill		176,963		Indefinite
Total acquisition costs	$	222,032

The purchase price has been allocated to the tangible and identifiable intangible assets and the excess of the total purchase price over the amounts assigned has been recorded as goodwill. We estimated the fair values of the intangible assets. Customer relationships and internal use software are being amortized over their estimated useful lives. Trademarks, trade names and goodwill are not amortized but are periodically evaluated for impairment.

Net tangible assets of SUSE consisted mainly of cash and cash equivalents, accounts receivable, fixed assets, accounts payable, and other liabilities.

Goodwill from the acquisition resulted from our belief that the technology SUSE had developed is valuable to our solutions offerings. We also believed it was more beneficial to acquire such knowledge rather than to develop it in-house. The goodwill from the SUSE acquisition has been allocated to our geographic segments based on anticipated future revenue to be derived from this transaction.

Customer relationships in the amount of $13.4 million, net of tax, related to the following types of contracts:

•  product maintenance services;

•  business support services;

•  partner memberships;

•  alliances; and

•  customer backlog.

The valuation of product maintenance services, business support services, and partner memberships were determined by comparing the estimated future cash flows generated from annual renewals of each contract, versus such cash flows without the renewals of such contracts. The valuation of alliances was determined using the replacement cost approach. The valuation of customer backlog was determined based on forecasted cash flows from firm orders that had been placed that SUSE is expected to service. During fiscal 2005, we determined that the

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intangible assets related to customer backlog were impaired and therefore we wrote off $0.1 million related to this intangible asset.

Internal use software in the amount of $5.9 million relates to proprietary know-how that is technologically feasible at the acquisition date. These included three operational software applications that SUSE used to package, test, and configure the open source software for distribution to customers. The valuation of the internal use software was determined using the replacement cost approach, whereby estimates of the value are based upon the estimated cost to recreate the software. During fiscal 2005, we determined that some of the internal use software applications we acquired from SUSE had become impaired, and therefore we wrote off $1.0 million related to those intangible assets.

The value of trademarks and trade names was determined based on assigning a royalty rate to the revenue streams that were expected from the products using the SUSE trade names. The royalty rate was determined based on trade name recognition, marketing support, and contribution of the trade name’s value relative to the revenue drivers. The pre-tax royalty rate of two percent was applied to the product revenue and discounted to a present value, resulting in a valuation of approximately $24.2 million.

If the SUSE acquisition had occurred on November 1, 2003, the unaudited pro forma results of operations for fiscal 2004 would have been:

	Fiscal Year Ended
	Oct. 31, 2004
	(In thousands, except per
	share amounts)
Net revenue	$	1,173,890
Net income attributable to common stockholders	$	30,135
Net income per share attributable to common stockholders — basic and diluted	$	0.08

E.   Divestitures

Celerant

On May 24, 2006, we sold our shares in Celerant consulting to a group comprised of Celerant management and Caledonia Investments plc for $77.0 million in cash. Celerant consulting was acquired by Novell in 2001 as part of the Cambridge Technology Partners acquisition. There are no ongoing shareholder or operational relationships between us and Celerant consulting. The sale of Celerant consulting does not impact our IT consulting business.

Celerant consulting is accounted for as a discontinued operation, and accordingly, its results of operations and the gain on the sale of Celerant consulting are reported separately in a single line item in our consolidated statement of operations. The results of discontinued operations for fiscal 2006, 2005, and 2004 are as follows:

	Fiscal Year Ended
	October 31,		October 31,		October 31,
	2006		2005		2004
	(In thousands)
Celerant net revenue	$	83,341	$	158,472	$	162,063
Celerant income before taxes	$	1,783	$	8,191	$	17,043
Gain on sale of Celerant		11,117		—		—
Income tax expense		972		2,760		6,451
Income from discontinued operations	$	11,928	$	5,431	$	10,592

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The gain on the sale of Celerant was calculated as follows:

	(In thousands)
Sales price	$	77,014
Costs to sell		(3,248	)
		73,766
Net book value of Celerant:
Cash		37,344
Accounts receivable, net		35,185
Other current assets		2,418
Goodwill		24,452
Other long-term assets		1,978
Current liabilities		(26,878	)
Minority interest		(2,993	)
Foreign exchange and other		(8,857	)
		62,649
Gain on sale of Celerant before income taxes	$	11,117

Japan Consulting Group

On August 10, 2006, we sold our Japan consulting group (“JCG”) to Nihon Unisys, LTD (“Unisys”) for $4.0 million. $2.8 million of the selling price was paid at closing and $1.2 million is contingent upon certain key employees remaining employed by Unisys for the 12 month period after closing. Unisys will pay $200,000 for each key employee that is still employed by Unisys at the end of the retention period up to $1.2 million. We recorded a loss in our Asia Pacific segment of $8.3 million related to the excess carrying amount of the JCG over its fair value. The loss on the sale of the JCG was calculated as follows:

	(In thousands)
Fair value of JCG (non-contingent selling price)	$	2,800
Costs to sell		(393	)
		2,407
Net book value of JCG:
Current assets		2,935
Goodwill		7,106
Current liabilities		(619	)
Foreign exchange and other		1,258
		10,680
Loss on sale of JCG before income taxes	$	8,273

It is anticipated that the JCG will continue to be a key partner for Novell with respect to subcontracting consulting services. Likewise, the cash flows from the JCG to Novell are also anticipated to increase as Novell plans to be a subcontractor for the JCG. As a result of our expected continuing involvement, the JCG has not been presented as a discontinued operation.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

F.   Cash and Short-Term Investments

The following is a summary of our short-term available-for-sale investments at fiscal year ended October 31, 2006 and 2005:

								Fair
								Market
	Cost at		Gross		Gross			Value at
	October 31,		Unrealized		Unrealized			October 31,
	2006		Gains		Losses			2006
	(In thousands)
Short-term investments:
Auction market securities	$	86,577	$	26	$	—		$	86,603
U.S. government and agency securities		335,761		424		(2,709	)		333,476
Corporate notes and bonds		262,706		176		(1,533	)		261,349
Asset and mortgage-backed securities		102,718		113		(575	)		102,256
Equity securities		6,305		511		—			6,816
Total short-term investments	$	794,067	$	1,250	$	(4,817	)	$	790,500

								Fair
								Market
	Cost at		Gross		Gross			Value at
	October 31,		Unrealized		Unrealized			October 31,
	2005		Gains		Losses			2005
			(In thousands)
Short-term investments:
Auction market securities	$	117,702	$	—	$	—		$	117,702
U.S. government and agency securities		405,934		1		(4,604	)		401,331
Corporate notes and bonds		237,872		15		(2,631	)		235,256
Asset and mortgage-backed securities		84,398		3		(829	)		83,572
Equity securities		5,380		425		—			5,805
Total short-term investments	$	851,286	$	444	$	(8,064	)	$	843,666

At October 31, 2006, approximately $6.8 million of our equity securities are designated for deferred compensation payments, which are paid out as requested by the participants of the plan.

At October 31, 2006, contractual maturities of our short-term investments were:

	Cost		Fair Market Value
	(In thousands)
Less than one year	$	199,846	$	198,310
Due in one to two years		230,696		228,279
Due in two to three years		103,315		103,114
Due in more than three years		168,832		168,908
No contractual maturity		91,378		91,889
Total short-term investments	$	794,067	$	790,500

We had net unrealized losses related to short term investments of $3.6 million and $7.6 million at October 31, 2006 and 2005, respectively. We realized gains on the sales of securities of $0.7 million, $0.8 million, and $2.0 million, in fiscal years 2006, 2005, and 2004, respectively, while realizing losses on sales of securities of

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$2.1 million, $1.6 million, and $0.6 million, during those same periods, respectively. At October 31, 2006, $324.6 million of the investments with gross unrealized losses of $3.7 million (out of the total gross unrealized losses of $4.8 million) had been in a continuous unrealized loss position for more than 12 months and $187.9 million of the investments with gross unrealized losses of $1.1 million had been in a continuous unrealized loss position for less than 12 months. The unrealized losses on our investments were caused primarily by interest rate increases and not the credit quality of the issuers. The unrealized losses generally represent only 1% of the cost basis of the related investments and are not considered to be severe. We have the ability and intent to hold these investments until a recovery of fair value, which may be at maturity. We therefore do not consider these investments to be other-than-temporarily impaired at October 31, 2006.

G.   Notes Receivable

In October 2004, we completed the sale of three buildings we owned in Orem, Utah for $12.8 million, including a $10 million note receivable. The note is collateralized by the buildings and land as well as a personal guarantee and letters of credit. As of October 31, 2006, the note receivable had been paid off in full.

H.   Long-Term Investments

The primary components of long-term investments were investments made through the Novell Venture account or directly by us for strategic direct investments in private long-term equity securities, generally investments in venture capital funds that are managed largely by external venture capitalists. Long-term investments are accounted for initially at cost and written down to fair market value when indicators of impairment are deemed to be other than temporary.

During the fourth quarter of fiscal 2006, we sold all of our rights, titles, interests and obligations for 22 of our 23 Venture Capital Funds, which were classified in long-term investments in the consolidated balance sheet for total proceeds of $71.3 million. As of October 31, 2006, the sale of all but one-half of one fund had closed. We recorded a gain of $17.9 million in fiscal 2006 related to the sale of the funds that closed during the fourth quarter of fiscal 2006. The remaining one-half of the fund that closed subsequent to fiscal 2006 resulted in an additional gain of $3.6 million on proceeds of $5.0 million, which will be reported as part of Novell’s fiscal 2007 first quarter results. In addition, during fiscal 2006, we recognized a gain on the sale of other long-term investments of $2.2 million. During fiscal 2005 and 2004, we recognized a gain of $2.1 million and $3.3 million, respectively, on the sale of long-term investments.

We routinely review our investments in private securities and venture funds for impairment. To assess impairment, we analyze historical and forecasted financial performance of the investees, the volatility inherent in the external market for these investments, and our estimate of the potential for investment recovery based on all these factors. During fiscal years 2006, 2005, and 2004, we recognized impairment losses on long-term investments totaling $1.5 million, $3.4 million, and $5.4 million, respectively.

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NOVELL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

I.   Property, Plant and Equipment

Property, plant and equipment consist of the following:

	October 31,			October 31,
	2006			2005
	(In thousands)
Buildings and land	$	193,648		$	191,956
Furniture and equipment		214,167			219,097
Leasehold improvements and other		48,360			58,265
Corporate aviation assets held for sale		—			18,849
Property, plant and equipment, at cost		456,175			488,167
Accumulated depreciation		(272,091	)		(275,790	)
Property, plant and equipment, net	$	184,084		$	212,377

During fiscal 2006, we sold corporate aviation assets and certain corporate real estate assets with a net book value of $19.0 million for $25.0 million, net of commissions, resulting in a gain of $6.0 million.

Depreciation and amortization expense related to property, plant and equipment totaled $31.2 million, $35.3 million, and $40.0 million, in fiscal years 2006, 2005, and 2004, respectively.

During fiscal 2005, we sold our facility in Lindon, Utah, which had a net book value of $8.8 million, for $10.4 million. In October 2004, we completed the sale of three buildings we owned in Orem, Utah for $12.8 million, including $10.0 million we financed though a secured note receivable. This transaction resulted in a loss of approximately $0.3 million.

J.   Goodwill and Intangible Assets

Goodwill

The following is a summary of goodwill ultimately resulting from the indicated acquisitions:

	October 31,		October 31,
	2006		2005
	(In thousands)
SUSE	$	172,086	$	176,963
SilverStream		108,253		112,622
e-Security		59,699		—
Ximian		32,605		33,852
Tally		14,909		16,308
Immunix		14,227		14,676
Salmon		11,906		6,146
Onward Novell		2,010		—
Cambridge Technology Partners		—		25,903
Other technology companies		9,006		9,039
Total goodwill	$	424,701	$	395,509

Goodwill is allocated to our reporting segments. In fiscal 2006, we changed our reporting segments to Americas, EMEA, Asia Pacific, and Celerant consulting (see Note AA). Previously, Latin America was separate from North America, and Japan was separate from Asia Pacific. Goodwill from our acquisition of Cambridge

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Technology Partners related to our Celerant consulting subsidiary, which we sold during the third quarter of fiscal 2006 (see Note E).

Goodwill by reporting segment is as follows:

						Asia			Celerant
	Americas			EMEA		Pacific			Consulting			Total
	(In thousands)
Balance as of October 31, 2005	$	191,498		$	150,487	$	27,621		$	25,903		$	395,509
Onward Novell minority interest acquisition		—			—		2,010			—			2,010
e-Security acquisition		38,986			16,450		5,472			—			60,908
Celerant consulting divestiture		—			—		—			(24,452	)		(24,452	)
Loss on Japan consulting group held for sale		—			—		(7,106	)		—			(7,106	)
Adjustments		(3,345	)		2,987		(359	)		(1,451	)		(2,168	)
Balance as of October 31, 2006	$	227,139		$	169,924	$	27,638		$	—		$	424,701

The adjustment of $7.1 million related to loss on sale of the JCG included its proportional share of goodwill from our SUSE acquisition of $4.9 million, our e-Security acquisition of $1.2 million and $1.0 million related to various other acquisitions. Adjustments to goodwill during fiscal 2006 decreased goodwill by $2.2 million and were comprised of $6.6 million of tax-related adjustments, and a $1.5 million reduction related to facility merger liability releases where the costs to exit certain facilities were less than originally estimated at the time of merger, offset somewhat by a $5.7 million increase to Salmon goodwill primarily for purchase price adjustments for a second and final contingent earn-out payment that was earned during the third quarter of fiscal 2006 and $0.3 million increase for foreign currency adjustments. The $6.6 million tax adjustments were attributable to SilverStream, Celerant consulting (acquired through the acquisition of Cambridge Technology Partners), Ximian, Tally, and Immunix, and related to the reversal of deferred tax asset valuation allowances attributable to acquired net operating loss carryforwards that were utilized by income generated in the first nine months of fiscal 2006. Goodwill was reduced for this adjustment because a portion of it related to the valuation allowances on acquired net operating losses that were established during the allocation of the purchase price for each of these acquisitions.

On August 1, 2006, 2005 and 2004, we performed our annual goodwill impairment test under SFAS No. 142. To estimate the fair value of our reporting units, management made estimates and judgments about future cash flows based on assumptions that are consistent with both short-term and long-range plans used to manage the business. We also considered factors such as our market capitalization in assessing the fair value of the reporting units. Based on the results of our analyses, we determined that no goodwill impairment existed in any of our reporting units for any year. This process requires subjective judgment at many points throughout the analysis. Changes in reporting units, and changes to the estimates used in the analyses, including estimated future cash flows, could cause one or more of the reporting units or indefinite-lived intangibles to be valued differently in future periods. It is at least reasonably possible that future analysis could result in a non-cash goodwill impairment charge and the amount could be material. Beginning in the first quarter of fiscal 2007, we will begin operating and reporting our financial results in four new business unit segments based on information solution categories. We do not anticipate that implementation of the change in segments will result in an impairment of our goodwill, however, future performance of the new segments could result in a non-cash impairment charge.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Intangible Assets

The following is a summary of intangible assets, net of accumulated amortization:

	October 31, 2006							October 31, 2005
	Gross		Accumulated			Net Book		Gross		Accumulated			Net Book
	Amount		Amortization			Value		Amount		Amortization			Value		Asset Lives
	(In thousands)
Developed technology	$	30,929	$	(21,128	)	$	9,801	$	22,850	$	(16,718	)	$	6,132	3-4 years
Trademarks and trade names		24,731		(131	)		24,600		25,571		(20	)		25,551	Indefinite
Patents		—		—			—		15,500		(1,392	)		14,108	10 years
Customer/contractual relationships		23,002		(17,381	)		5,621		19,362		(10,454	)		8,908	3 years
Internal use software		5,193		(4,921	)		272		5,193		(3,700	)		1,493	3 years
Non-compete agreement		422		(312	)		110		422		(193	)		229	3 years
Total intangible assets	$	84,277	$	(43,873	)	$	40,404	$	88,898	$	(32,477	)	$	56,421

During fiscal 2006, we purchased developed technology for $1.2 million, which was integrated into our Workspace Solutions products, and we recorded $0.4 million for trademarks, $3.6 million for customer relationships, and $6.9 million for developed technology related to the acquisition of e-Security. During fiscal 2006, we also contributed our patent portfolio towards our 20% ownership interest in OIN. At the time of the contribution, these patents, which we acquired for $15.5 million, had a net book value of $14.1 million.

Developed technology at October 31, 2006 related primarily to the Identity and Access Management product line as a result of our acquisition of e-Security, the ZENworks product offerings from the acquisition of Tally and Linux products from the acquisitions of Immunix. Trademarks and trade names at October 31, 2006 related primarily to the SUSE and e-Security individual product names, which we continue to use. Customer/contractual relationships at October 31, 2006 related primarily to the customers we acquired as a part of our acquisitions of e-Security, Tally, and Salmon. Internal use software at October 31, 2006 related to certain build tools we acquired through our acquisition of SUSE and e-Security. Non-compete agreement related to certain agreements that were assumed through our acquisition of Salmon.

We analyze our intangible assets periodically for indicators of impairment. During fiscal 2006, we determined that $1.2 million of our trademarks and trade names were impaired as they were no longer being utilized and no longer had any value. These trademarks and trade names were written off and the related charge recorded as a component of operating expense in the consolidated statement of operations. Of the $1.2 million impairment amount, $0.6 million related to the Americas, $0.5 million related to EMEA, and $0.1 million related to Asia Pacific.

During fiscal 2005, we also determined that $0.7 million of our trademarks and trade names were impaired as they were no longer being utilized and no longer had any value. These trademarks and trade names were written off and the related charge recorded as a component of operating expense in the consolidated statement of operations. Of the $0.7 million impairment amount, $0.3 million related to the Americas, $0.3 million related to EMEA, with the remaining $0.1 million relating to Asia Pacific. During fiscal 2005, we also determined that internal use software intangible assets with a net book value of $0.8 million were fully impaired. The fair value was determined based on the fact that this software, as well as a similar product from a competitor, is now both available for free to the general public and the related technology is not proprietary to either us or the competitor. This internal use software intangible asset was written off and the related charge recorded as a component of product development in the operating expenses section of the consolidated statement of operations. Of the $0.8 million impairment amount, $0.4 million related to the Americas, $0.3 million related to EMEA, with the remaining $0.1 million relating to Asia

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Pacific. In addition, during fiscal 2005, we determined that $0.4 million of our intangible assets, primarily internal use software, were no longer being utilized. Therefore, the intangible assets were written off in fiscal 2005. No indicators of impairment to our intangible assets were noted during fiscal 2004.

Amortization expense on intangible assets was $12.8 million, $14.0 million, and $9.5 million in fiscal 2006, 2005, and 2004, respectively. Amortization of intangible assets is estimated to be approximately $8.4 million in fiscal 2007, $5.6 million in fiscal 2008, $2.2 million in fiscal 2009, and zero in fiscal 2010.

K.   Income Taxes

We account for income taxes in accordance with SFAS No. 109, “Accounting for Income Taxes.” SFAS No. 109 requires that we record deferred tax assets and liabilities based upon the future tax consequence of differences between the book and tax basis of assets and liabilities, and other tax attributes. SFAS No. 109 also requires that we assess the ability to realize deferred tax assets based upon a “more likely than not” standard and provide a valuation allowance for any tax assets not deemed realizable under this standard.

The components of income tax expense attributable to continuing operations consist of the following:

	Fiscal Year Ended
	October 31,			October 31,			October 31,
	2006			2005			2004
	(In thousands)
Income tax expense
Current:
Federal	$	14,846		$	52,439		$	(5,819	)
State		1,612			3,200			500
Foreign		11,470			30,764			17,375
Total current income tax expense		27,928			86,403			12,056
Deferred:
Federal		133			475			—
State		—			—			—
Foreign		(4,830	)		(218	)		(721	)
Total deferred income tax expense (benefit)		(4,697	)		257			(721	)
Total income tax expense from continuing operations	$	23,231		$	86,660		$	11,335

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Differences between the U.S. statutory and effective tax rates are as follows:

	Fiscal Year Ended
	October 31,			October 31,			October 31,
	2006			2005			2004
U.S. statutory rate		35.0	%		35.0	%		35.0	%
State income taxes, net of federal tax effect		0.8			3.8			—
Research and development tax credits		(4.3	)		(1.0	)		(4.9	)
Foreign income taxed at different rates than U.S. statutory rate		(10.9	)		6.6			—
Valuation allowances		51.7			(26.1	)		(4.5	)
Stock-based compensation		10.4			—			—
Adjustments to prior year tax provisions		(5.7	)		—			—
Loss on sale of foreign subsidiaries		8.1			—			—
Non-recurring tax benefit		(13.6	)		—			(10.2	)
Other, net		3.8			0.6			4.2
Effective tax rate on continuing operations		75.3	%		18.9	%		19.6	%

Domestic and foreign components of income from continuing operations and before taxes are as follows:

	Fiscal Year Ended
	October 31,		October 31,		October 31,
	2006		2005		2004
	(In thousands)
Domestic	$	6,098	$	450,491	$	31,939
Foreign		24,758		7,460		25,992
Total income from continuing operations, before taxes	$	30,856	$	457,951	$	57,931
Cash paid for income taxes	$	17,374	$	20,872	$	17,806

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The components of deferred tax assets at October 31, 2006 and 2005 are as follows:

	October 31,			October 31,
	2006			2005
	(Amounts in thousands)
Deferred income taxes:
Deferred tax assets:
Accruals	$	26,631		$	23,593
Capital loss carryforward		54,526			53,192
Credit carryforwards		149,718			155,195
Net operating loss carryforwards		162,047			114,308
Investment impairments		23,035			32,096
Receivable valuation accounts		1,478			3,249
Stock-based compensation expense		9,872
Other items		9,015			12,896
Gross deferred tax assets		436,322			394,529
Valuation allowance		(391,998	)		(317,367	)
Total deferred tax assets		44,324			77,162
Deferred tax liabilities:
Depreciation		(4,037	)		(11,664	)
Foreign earnings		(36,125	)		(63,952	)
Intangibles from acquisitions		(3,578	)		(4,699	)
Total deferred tax liabilities		(43,740	)		(80,315	)
Net deferred tax assets (liabilities)	$	584		$	(3,153	)

In accordance with applicable accounting standards, we regularly assess our ability to realize our deferred tax assets. Assessments of the realization of deferred tax assets require that management consider all available evidence, both positive and negative, and make significant judgments about many factors, including the amount and likelihood of future taxable income. Based on all the available evidence, we continue to believe that it is more likely than not that our remaining U.S. net deferred tax assets, and certain foreign deferred tax assets, are not currently realizable. As a result, we continue to provide a full valuation reserve on our U.S. net deferred tax assets and certain foreign deferred tax assets. The valuation allowance on deferred tax assets increased by $74.6 million in fiscal 2006 primarily due to stock based compensation, new acquisitions and changes in our deferred tax liabilities.

Due to the utilization of a significant amount of our net operating loss carryforwards during fiscal 2005, substantially all of the tax benefit received from the use of our remaining net operating loss carryforwards offset U.S. taxable income in 2006 was credited to additional paid-in capital or goodwill and not to income tax expense. In addition, the windfall tax benefits associated with stock-based compensation is also credited to additional paid-in capital. In connection with our adoption of SFAS No. 123(R), we elected to follow the tax ordering laws to determine the sequence in which deductions and net operating loss carryforwards are utilized. Accordingly, during fiscal 2006, a tax benefit relating to stock options of $15.3 million was credited to additional paid-in capital and a benefit of $6.6 million was credited to goodwill.

As of October 31, 2006, we had unrestricted U.S. net operating loss carryforwards for federal tax purposes of approximately $72.0 million. Substantially all of the benefit of the use of these loss carryforwards will be recorded as a credit to additional paid-in capital. If not utilized, these carryforwards will expire in fiscal years 2023 through 2025. Additionally, we had $222.0 million in net operating loss carryforwards from acquired companies that will

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expire in years 2019 through 2025. These loss carryforwards from acquired companies can be utilized to offset future taxable income, but are subject to certain annual limitations. The benefit of the use of these loss carryforwards will be recorded to first reduce goodwill relating to the acquisition, second to reduce other non-current intangible assets relating to the acquisition, and third to reduce income tax expense. Our alternative minimum tax net operating losses approximate our regular tax net operating losses disclosed above. In addition, we have approximately $160.7 million of foreign loss carryforwards, of which $5.4 million, $2.2 million, $2.5 million, and $10.9 million are subject to expiration in years 2007, 2008, 2009, and 2014, respectively. The remaining losses do not expire. We have $141.4 million in capital loss carryforwards, which, if not utilized, will expire in fiscal years 2007 through 2011. We have foreign tax credit carryforwards of $40.8 million that expire between 2009 and 2016, general business credit carryforwards of $90.1 million that expire between 2010 and 2026, and alternative minimum tax credit carryforwards of $10.1 million that do not expire. We also have various state net operating loss and credit carryforwards that expire in accordance with the respective state statutes.

As of October 31, 2006, deferred tax assets of approximately $47.0 million pertain to certain tax credits and net operating loss carryforwards resulting from the exercise of employee stock options. If realized, the tax benefit of these credits and losses will be accounted for as a credit to stockholders’ equity. Additionally, deferred tax assets of $90.0 million relate to acquired entities. These acquired deferred tax assets are subject to limitation under the change of ownership rules of the Internal Revenue Code and have been fully reserved. Approximately $63.7 million of future tax benefit relating to these deferred tax assets will be recorded to first reduce goodwill relating to the acquisition, second to reduce other non-current intangible assets relating to the acquisition, and third to reduce income tax expense.

We have permanently reinvested the earnings of several of our foreign subsidiaries. Accordingly, we have not provided deferred income taxes on the excess of the book basis over the tax outside basis in the stock of these foreign subsidiaries. The estimated unrecognized deferred income tax liability for this difference is $0.7 million.

During fiscal 2006, we received a one-time tax benefit of $4.2 million from the Internal Revenue Service relating to net operating loss carrybacks made possible under the “Job Creation and Worker Assistance Act of 2002.” We also recorded a $2.6 million tax benefit attributable to the favorable resolution of a tax examination at one of our foreign subsidiaries. In 2004, we determined that the amount of reserves related to tax exposures was less than the amount recorded in the financial statements. As a result, we reduced the tax reserves by $5.9 million. We continue to evaluate our tax reserves under SFAS No. 5, “Accounting for Contingencies,” which requires us to accrue for losses we believe are probable and can be reasonably estimated. The amount reflected in the consolidated balance sheet at October 31, 2006 is considered adequate based on our assessment of many factors including results of tax audits, past experience and interpretations of tax law applied to the facts of each matter. It is reasonably possible that our tax reserves could be increased or decreased in the near term based on these factors.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

L.   Other Accrued Liabilities

Other accrued liabilities consist of the following:

	October 31,		October 31,
	2006		2005
	(In thousands)
Restructuring reserves	$	13,821	$	45,331
Accrued property and other taxes		14,920		26,940
Other accrued expenses		50,440		26,640
Merger liabilities		14,644		17,851
Accrued marketing expenses		6,348		7,492
Accrued royalties		5,781		5,966
Accrued interest and dividends		883		885
Total other accrued liabilities	$	106,837	$	131,105

M.   Restructuring Expenses

Fiscal 2006

During fiscal 2006, we recorded net restructuring expenses of $4.4 million, of which $4.2 million related to restructuring activity recognized during fiscal 2006 and $0.2 million of which consisted of net adjustments related to previously recorded merger liabilities and prior restructuring liabilities. The adjustments to the merger liabilities have been recorded in the statement of operations since the changes have occurred outside the relevant purchase price allocation period.

The fiscal 2006 restructuring expenses relate to efforts to restructure our business to improve profitability. These efforts are centered around three main initiatives: (1) improving our sales model and sales staff specialization; (2) integrated product development approach; and (3) improvements in our administrative and support functions. As all three of these initiatives are in the early stages of being implemented, further restructurings are anticipated during fiscal 2007. Specific actions taken during the fiscal 2006 included reducing our workforce by 24 employees, in sales, product development, consulting, general and administrative, marketing and technical support, exiting a facility and liquidating two legal entities. Total restructuring expenses by reporting segment were as follows: EMEA $1.7 million, Asia Pacific $1.4 million, Americas $0.8 million, and corporate unallocated operating costs $0.3 million.

The following table summarizes the activity during fiscal 2006 related to this restructuring:

							Other
	Severance and			Excess			Restructuring-
	Benefits			Facilities			Related Costs			Total
	(In thousands)
Original reserve	$	3,420		$	606		$	163		$	4,189
Cash payments		(323	)		(591	)		(35	)		(949	)
Balance at October 31, 2006	$	3,097		$	15		$	128		$	3,240

As of October 31, 2006, the remaining unpaid balances include accrued liabilities related to severance benefits which will be paid out over the remaining severance obligation period, various fees relating to the exited facility, which will be paid out during fiscal 2007, and various fees related to the liquidation of two legal entities, which will be paid out during fiscal 2007.

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Fiscal 2005

During fiscal 2005, we recorded net restructuring expenses of $57.7 million, of which $53.6 million related to restructuring activity recognized during fiscal 2005 and $5.3 million related to adjustments to previously recorded merger liabilities to adjust lease accruals, less a net release of $1.2 million related to an adjustment of prior period restructuring liabilities. The adjustments to the merger liabilities have been recorded in the statement of operations since the changes have occurred outside the relevant purchase price allocation period. These restructuring expenses related to our continuing efforts to restructure our business to improve profitability and to focus on Linux and identity-driven computing. Specific actions taken included reducing our workforce by 817 employees, primarily in product development, consulting, sales, and general and administrative, though all areas were impacted. Total restructuring expenses for fiscal 2005 by reporting segment were as follows: EMEA $25.7 million, corporate unallocated operating costs $12.6 million, Americas $14.1 million, and Asia Pacific $5.3 million.

The following table summarizes the activity related to this restructuring:

							Other
	Severance and			Excess			Restructuring-
	Benefits			Facilities			Related Costs			Total
	(In thousands)
Original reserve	$	45,763		$	7,364		$	477		$	53,604
Cash payments		(17,271	)		(913	)		(218	)		(18,402	)
Balance at October 31, 2005		28,492			6,451			259			35,202
Cash payments		(25,438	)		(4,022	)		(202	)		(29,662	)
Non-cash adjustments		(1,721	)		1,437			—			(284	)
Balance at October 31, 2006	$	1,333		$	3,866		$	57		$	5,256

The $1.2 million adjustments of prior period restructuring and merger liabilities are reflected in the appropriate restructuring tables below. As of October 31, 2006, the remaining unpaid balances include accrued liabilities related to severance benefits which will be paid out over the remaining severance obligation period, lease costs for redundant facilities which will be paid over the respective remaining contract terms, and various employee-related severance costs which will be primarily paid over the next twelve months.

Fiscal 2004

During fiscal 2004, we recorded net restructuring expenses of $19.1 million. These restructuring expenses were in response to the evolution of our business strategy to develop a competitive position in the Linux market. This strategy includes plans to support the Linux operating system in addition to the NetWare operating system, by offering our products and services that run on Linux, NetWare and other platforms. The acquisitions of Ximian and SUSE were direct results of the evolution in our business strategy. These changes were made to address market penetration for Linux and NetWare and to address NetWare revenue declines. Specific actions taken include reducing our workforce by 136 employees during fiscal 2004, mainly in consulting, sales and product development in EMEA and the Americas. In addition, we consolidated facilities, resulting in the closure of two sales facilities and the disposal of excess equipment and tenant improvements in the United States. Total restructuring expenses for fiscal 2004 by reporting segment were as follows: the Americas $5.7 million, EMEA $9.4 million, Asia Pacific $0.4 million, and non-allocated corporate costs $3.5 million.

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The following table summarizes the activity related to this restructuring:

	Severance and			Excess
	Benefits			Facilities			Total
	(In thousands)
Original reserve	$	12,910		$	6,152		$	19,062
Cash payments		(8,252	)		(3,645	)		(11,897	)
Balance at October 31, 2004		4,658			2,507			7,165
Cash payments		(2,716	)		(1,109	)		(3,825	)
Non-cash adjustments		(699	)		59			(640	)
Balance at October 31, 2005		1,243			1,457			2,700
Cash payments		(1,012	)		(1,067	)		(2,079	)
Non-cash adjustments		(231	)		487			256
Balance at October 31, 2006	$	—		$	877		$	877

As of October 31, 2006, the remaining balance of the fiscal 2004 restructuring expenses included accrued liabilities related to lease costs for redundant facilities, which will be paid over the respective remaining contract terms.

During fiscal 2004, we also recorded a $5.9 million restructuring expense to increase prior restructuring liabilities by $1.0 million and prior merger-related liabilities by $4.9 million, and we released approximately $2.1 million of excess restructuring reserves related to prior restructuring events. The increases were the result of changes in estimates used when the original expenses were recorded primarily due to changes in the real estate market in the United Kingdom. The net impact of the fiscal 2004 restructurings and the release of the prior restructuring excess reserves was an expense of $22.9 million in fiscal 2004. These adjustments, which pertain to separate restructuring events, are included in the applicable tables that follow.

Fiscal 2003

During the third quarter of fiscal 2003, we recorded a pre-tax restructuring expense of approximately $27.8 million resulting from the restructuring of our operations in response to changes in general market conditions, changing customer demands, and the evolution of our business strategy relative to the identity-driven computing areas of our business and our revised strategy. This strategy includes plans to support Linux in addition to NetWare, by offering our products and services that run on both NetWare and Linux platforms. These changes in strategy and company structure were made to address the current revenue declines. Specific actions taken included reducing our workforce worldwide by approximately 600 employees (approximately 10%) across all functions and geographies, with a majority coming from product development, sales, and general and administrative functions, primarily in the United States. In addition, we consolidated facilities, and disposed of excess equipment. Total restructuring expenses by reporting segment were as follows: the Americas $19.4 million, EMEA $6.0 million, Asia Pacific $2.4 million.

During the fourth quarter of fiscal 2003, we accrued an additional $10 million related to the completion of restructuring activities that were part of the previous quarter’s plan of restructuring. The additional accrual relates mainly to the severance of approximately 100 employees and the closing of excess facilities. Such activities occurred mostly in the Americas reporting segment.

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The following table summarizes the activity related to this restructuring:

				Excess
				Facilities,			Other
	Severance and			Property and			Restructuring-
	Benefits			Equipment			Related Costs			Total
	(In thousands)
Original reserve	$	20,287		$	5,778		$	1,729		$	27,794
Cash payments		(17,163	)		(3,079	)		(423	)		(20,665	)
Non-cash adjustments		3,755			5,735			536			10,026
Balance at October 31, 2003		6,879			8,434			1,842			17,155
Cash payments		(7,462	)		(5,911	)		—			(13,373	)
Non-cash adjustments		876			—			—			876
Balance at October 31, 2004		293			2,523			1,842			4,658
Cash payments		(75	)		(1,458	)		(6	)		(1,539	)
Non-cash adjustments		(218	)		2,056			(1,826	)		12
Balance at October 31, 2005		—			3,121			10			3,131
Cash payments		—			(1,343	)		(10	)		(1,353	)
Non-cash adjustments		—			434			—			434
Balance at October 31, 2006	$	—		$	2,212		$	—		$	2,212

As of October 31, 2006, the remaining balance of the fiscal 2003 restructuring expense included accrued liabilities related to redundant facilities and other fixed contracts, which will be paid over the respective remaining contract terms.

During the third quarter of fiscal 2003, we also released approximately $2.0 million related to excess restructuring reserves related to the second quarter fiscal 2002 restructuring event. The net impact of the third quarter fiscal 2003 restructuring and the release of the excess fiscal 2002 restructuring reserves was an expense of $26.0 million.

During the second quarter of fiscal 2003, we determined that the amount we had originally accrued for facility-related costs in previous restructurings was too low and accrued an additional $8.0 million. The original liability was based on estimated sublease rates and timing, which were affected by the decline in the real estate market. This additional amount, which pertains to three separate restructuring events, is included in the applicable tables that follow.

Fiscal 2002

During the second quarter of fiscal 2002, we recorded a pre-tax restructuring expense of $20.4 million. The expense was a result of our continued move toward becoming a business solutions provider, addressing changes in the market due to technology changes, and becoming more customer-focused. Specific actions taken included: reducing our workforce worldwide by approximately 50 employees (less than 1%) across all functional areas, consolidating facilities, closing offices in unprofitable locations, and disposing of excess property and equipment.

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The following table summarizes the activity related to the second quarter fiscal 2002 restructuring:

				Excess
				Facilities,			Other
	Severance and			Property and			Restructuring-
	Benefits			Equipment			Related Costs			Total
	(In thousands)
Original reserve	$	14,748		$	5,146		$	492		$	20,386
Cash payments		(9,172	)		(925	)		(42	)		(10,139	)
Non-cash adjustments		(1,318	)		—			(150	)		(1,468	)
Balance at October 31, 2002		4,258			4,221			300			8,779
Cash payments		(3,152	)		(4,460	)		—			(7,612	)
Non-cash adjustments		(100	)		4,381			—			4,281
Balance at October 31, 2003		1,006			4,142			300			5,448
Cash payments		(1,006	)		(2,216	)		(41	)		(3,263	)
Non-cash adjustments		—			1,597			817			2,414
Balance at October 31, 2004		—			3,523			1,076			4,599
Cash payments		—			(1,261	)		(262	)		(1,523	)
Non-cash adjustments		—			1,398			(777	)		621
Balance at October 31, 2005		—			3,660			37			3,697
Cash payments		—			(1,424	)		(37	)		(1,461	)
Non-cash adjustments		—			—			—			—
Balance at October 31, 2006	$	—		$	2,236		$	—		$	2,236

As of October 31, 2006, the remaining balance of the second quarter 2002 restructuring expense included redundant facilities, which will be paid over the respective remaining contract terms.

During the second quarter of fiscal 2002, we also released approximately $1.3 million of excess accruals related to the fiscal 2000 restructuring, which reduced the restructuring costs reflected on the statement of operations for fiscal 2002. These excess accruals relate to facilities and legal costs that were not required.

Fourth quarter of fiscal 2001

During the fourth quarter of fiscal 2001, we recorded $50.7 million of pre-tax, restructuring expenses resulting from changes in general market conditions, changing customer demands, and the evolution of our business strategy, all of which required us to restructure our operations. This business strategy focused on business solutions designed to secure and power the networked world across leading operating systems. The execution of this strategy included refining our consulting initiatives, refocusing research and development efforts, defining sales and marketing efforts to be more customer and solutions oriented, and adjusting the overall cost structure given then current revenue levels and our strategic direction.

Specific actions included reducing our workforce worldwide by approximately 1,100 employees (approximately 16%), consolidating excess facilities and disposing of excess property and equipment, terminating a management consulting contract that no longer fits with our strategic focus, and abandoning and writing off technologies that no longer fit within our new strategy. We also realigned our remaining resources to better manage and control our business.

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The following table summarizes the costs and activities related to the fourth quarter 2001 restructuring:

				Excess
				Facilities,			Other
	Severance and			Property and			Restructuring-
	Benefits			Equipment			Related Costs			Total
	(In thousands)
Original reserve	$	32,793		$	10,896		$	6,973		$	50,662
Cash payments		—			—			(11	)		(11	)
Non-cash adjustments		—			—			(6,051	)		(6,051	)
Balance at October 31, 2001		32,793			10,896			911			44,600
Cash payments		(27,676	)		(8,215	)		(287	)		(36,178	)
Non-cash adjustments		(4,000	)		1,970			—			(2,030	)
Balance at October 31, 2002		1,117			4,651			624			6,392
Cash payments		(1,013	)		(2,181	)		(439	)		(3,633	)
Non-cash adjustments		—			262			—			262
Balance at October 31, 2003		104			2,732			185			3,021
Cash payments		(104	)		(862	)		—			(966	)
Non-cash adjustments		—			(333	)		95			(238	)
Balance at October 31, 2004		—			1,537			280			1,817
Cash payments		—			(880	)		(6	)		(886	)
Non-cash adjustments		—			(330	)		—			(330	)
Balance at October 31, 2005		—			327			274			601
Cash payments		—			(327	)		(15	)		(342	)
Non-cash adjustments		—			—			(259	)		(259	)
Balance at October 31, 2006	$	—		$	—		$	—		$	—

The following table summarizes the merger liabilities balance and activity during fiscal 2006:

	Balance at									Balance at
	October 31,		Additions from		Additional		Payments/			October 31,
	2005		Acquisitions		Expense		Adjustments			2006
	(In thousands)
Facilities related	$	17,606	$	—	$	670	$	(3,819	)	$	14,457
Employee related		169		437		—		(521	)		85
Other		76		646		56		(676	)		102
Total merger liabilities	$	17,851	$	1,083	$	726	$	(5,016	)	$	14,644

N.   Line of Credit

We have a $25.0 million bank line of credit available for letter of credit purposes. At October 31, 2006, there were standby letters of credit of $14.9 million outstanding under this line, all of which are collateralized by cash. The bank line expires on April 1, 2008.

The bank line is subject to the terms of a credit agreement containing financial covenants and restrictions, none of which are expected to affect our operations. Under the terms of the credit agreement, we are required to provide a copy of our quarterly reports filed with the SEC not later than 45 days after and as of the end of each quarter. Due to

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the voluntary review of our historical stock-based compensation practices that was announced in August 2006 and not completed until May 2007, we did not file our third quarter fiscal 2006 Form 10-Q, fiscal 2006 Form 10-K, and first quarter fiscal 2007 Form 10-Q in a timely manner. On September 19, 2006, we reached an agreement with Wells Fargo Bank, which extended the deadline for providing a copy of all outstanding SEC filings until November 30, 2006. This extension for providing a copy of all outstanding SEC filings was further extended to June 30, 2007.

In addition, at October 31, 2006, we had outstanding letters of credit of an insignificant amount at other banks.

O.   Asset Retirement Obligations

In March 2005, the Financial Accounting Standards Board (“FASB”) issued Interpretation No. 47, “Accounting for Conditional Asset Retirement Obligations” (“FIN 47”), which responded to a diversity in practice of how SFAS No. 143, “Accounting for Asset Retirement Obligations,” was being implemented. Specifically, FIN 47 recognized that, when uncertainty about the timing and/or settlement method existed, some entities were recognizing the fair value of asset retirement obligations (“AROs”) prior to retirement of the asset, while others were recognizing the fair value of the obligation only when it was probable that the asset would be retired on a specific date or when the asset was actually retired. FIN 47 clarified that the uncertainty surrounding the timing and method of settlement when settlement is conditional on a future event occurring should be reflected in the measurement of the liability, not in the recognition of the liability. AROs are must be recognized even though uncertainty may exist about the timing or method of settlement and therefore a liability should be recognized when the ARO is incurred. We adopted FIN 47 on May 1, 2006. FIN 47 requires an entity to recognize the cumulative effect of initially applying FIN 47 as a change in accounting principle.

Prior to the issuance of FIN 47, we accounted for AROs when it became probable that the asset would be retired or when the asset was actually retired. Our AROs result from facility operating leases where we are the lessee and the lease agreement contains a reinstatement clause, which generally requires any leasehold improvements we make to the leased property be removed, at our cost, at the end of the lease.

Upon adoption, we recorded an increase to leasehold improvements within our fixed assets of $0.9 million, an increase to accrued liabilities of $1.8 million and an expense recorded as a cumulative effect of implementing this accounting change of $0.9 million. The liability for AROs recorded as of October 31, 2006 approximates the liability that would have been recorded as of October 31, 2005.

P.   Senior Convertible Debentures

On July 2, 2004, we issued and sold $600 million aggregate principal amount of senior convertible debentures (“Debentures”) due 2024. The Debentures pay interest at 0.50% per annum, payable semi-annually on January 15 and July 15 of each year, commencing January 15, 2005. Each $1,000 principal amount of Debentures is convertible, at the option of the holders, into approximately 86.79 shares of our common stock prior to July 15, 2024 if (1) the price of our common stock trades above 130% of the conversion price for a specified duration, (2) the trading price of the Debentures is below a certain threshold, subject to specified exceptions, (3) the Debentures have been called for redemption, or (4) specified corporate transactions have occurred. None of the conversion triggers have been met as of October 31, 2006. The conversion rate is subject to certain adjustments. The conversion rate initially represents a conversion price of $11.52 per share. Holders of the Debentures may require us to repurchase all or a portion of their Debentures on July 15, 2009, July 15, 2014 and July 15, 2019, or upon the occurrence of certain events including a change in control. We may redeem the Debentures for cash beginning on or after July 20, 2009.

The Debentures were sold to an “accredited investor” within the meaning of Rule 501 under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the private placement exemption afforded by Section 4(2) of the Securities Act. The initial investor offered and resold the Debentures to “qualified institutional

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buyers” under Rule 144A of the Securities Act. In connection with the issuance of the Debentures, we agreed to file a shelf registration statement with the SEC for the resale of the Debentures and the common stock issuable upon conversion of the Debentures and use our reasonable best efforts to cause it to become effective, within an agreed-upon period. We also agreed to periodically update the shelf registration and to keep it effective until the earlier of the date the Debentures or the common stock issuable upon conversion of the Debentures is eligible to be sold to the public pursuant to Rule 144(k) of the Securities Act or the date on which there are no outstanding registrable securities. We filed the shelf registration statement and it became effective within the initial required period. As of October 31, 2006, the common stock issuable upon the conversion of the Debentures was eligible for sale to the public under Rule 144(k). Accordingly, we are no longer obligated to maintain the shelf registration statement. We have evaluated the terms of the call feature, redemption feature, and the conversion feature under applicable accounting literature, including SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” and EITF 00-19, “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock,” and concluded that none of these features should be separately accounted for as derivatives.

In connection with the issuance of the Debentures, we incurred $14.9 million of issuance costs, which primarily consisted of investment banker fees and legal and other professional fees. These costs are classified within Other Assets and are being amortized as interest expense using the effective interest method over the term from issuance through the first date that the holders can require repurchase of the Debentures, which is July 15, 2009. Amortization expense related to the issuance costs was $3.0 million, and interest expense on the Debentures was $3.0 million for the fiscal year ended October 31, 2006 and 2005. We made cash payments for interest of $3.0 million and $3.1 million in fiscal 2006 and 2005, respectively.

Due to the voluntary review of our historical stock-based compensation practices that was announced in August 2006 and not completed until May 2007, we did not file our third quarter fiscal 2006 Form 10-Q in a timely manner. In September 2006, we received a letter from Wells Fargo Bank, N.A., the trustee of our Debentures, which asserted that Novell is in default under the indenture because of the delay in filing its Form 10-Q for the period ended July 31, 2006. The letter stated that the asserted default would not become an “event of default” under the indenture if the company cured the default within 60 days after the date of the notice. We believe that these above-mentioned notices of default were invalid and without merit because the indenture only requires us to provide the trustee copies of SEC reports within 15 days after such filings are actually made. However, in order to avoid the expense and uncertainties of further disputing whether a default under the indenture had occurred, we solicited consents from the holders of the Debentures to proposed amendments to the indenture that would give Novell until Thursday, May 31, 2007 to become current in our SEC reporting obligations and a waiver of rights to pursue remedies available under the indenture with respect to any default caused by our not timely filing SEC reports. On November 9, 2006, we received consents from the holders of the Debentures, and therefore we and the trustee entered into a first supplemental indenture implementing the proposed amendments described in the consent solicitation statements. Under the terms of the consent solicitation and first supplemental indenture, we will pay an additional 7.3% per annum, or $44.0 million, in special interest on the Debentures from November 9, 2006 to, but excluding November 9, 2007. In accordance with EITF 96-19, “Debtor’s Accounting for a Modification or Exchange of Debt Instruments” (“EITF 96-19”), since the change in the terms of the Debentures did not result in substantially different cash flows, this change in terms is accounted for as a modification, and therefore the additional $44.0 million of special interest payments will be expensed over the period from November 9, 2006 through July 15, 2009. During the period of November 9, 2006 through July 15, 2009, the new effective interest rate on this debt, including the $44.0 million, will be 3.2%. The $44.0 million will be paid as special interest payments over three periods; the first payment of $8.1 million occurred in January 2007. The next payment of $22.0 million will occur in July 2007 and the final payment of $13.9 million will occur in January 2008. In addition, we paid approximately $1.5 million in fees to Citigroup for work performed on the consent process.

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Q.   Guarantees

We have provided guarantees to a foreign taxing authority in the amount of $3.3 million related to foreign tax audits. It is expected that the term of the foreign tax audit guarantees will continue until the conclusion of the audits. In addition, we have provided a guarantee to a customer for the performance of one of our foreign subsidiaries on a maintenance contract in the amount of $0.4 million and a guarantee to a vendor of our foreign subsidiaries to guarantee lease payments in the amount of $0.2 million. At October 31, 2006, we had $2.6 million accrued for these guarantees. We have also provided other guarantees of insignificant amounts for various purposes.

Like most software vendors, we are party to a variety of agreements, primarily with customers, resellers, distributors, and independent hardware and software vendors (generally, “customers”), pursuant to which we may be obligated to indemnify the customer against third party allegations of intellectual property infringement resulting from the customer’s use of our offerings or distribution of our software, either of which may include proprietary and/or open source materials. In such circumstances, the customer must satisfy specified conditions to qualify for indemnification. Our obligations under these agreements may be limited in terms of time and/or amount, and in some instances we may have recourse against third parties.

It is not possible to predict the maximum potential amount of future payments under these guarantees and indemnifications or similar agreements due to the conditional nature of our obligations and the unique facts and circumstances involved in each particular agreement. To date, we have not been required to make any payment guarantees and indemnifications. We do not record a liability for potential litigation claims related to indemnification agreements with our customers unless and until we conclude the likelihood of a material obligation is probable and estimable.

R.   Commitments and Contingencies

As of October 31, 2006, we have various operating leases related to our facilities. These leases have minimum annual lease commitments of $27.0 million in fiscal 2007, $23.9 million in fiscal 2008, $16.3 million in fiscal 2009, $10.3 million in fiscal 2010, $8.4 million in fiscal 2011, and $33.1 million thereafter. Furthermore, we have $29.3 million of minimum rentals to be received in the future from subleases.

Rent expense, net of sublease rental income, for operating and month-to-month leases was $18.5 million, $23.3 million, and $21.5 million, in fiscal 2006, 2005, and 2004, respectively.

S.   Legal Proceedings

Between September and November of 2006, seven separate purported derivative complaints were filed in Massachusetts state and federal courts against us and many of our current and former officers and directors asserting various claims related to alleged options backdating. Novell is also named as a nominal defendant in these complaints, although the actions are derivative in nature and purportedly asserted on behalf of Novell. These actions arose out of our announcement of a voluntary review of our historical stock-based compensation practices. The complaints essentially allege that since 1999, we have materially understated our compensation expenses and, as a result, overstated actual income. The five actions filed in federal court have been consolidated, and the parties to that action have stipulated that the defendants’ answer or motion to dismiss will be due 45 days after the filing of an amended complaint. The two actions filed in state court have also been consolidated and transferred to the Business Litigation Session of Massachusetts Suffolk County Superior Court, and the parties to that action have stipulated that the defendants’ answer or motion to dismiss will be due 30 days after the filing of an amended complaint. We are in the process of evaluating these claims.

On November 12, 2004, we filed suit against Microsoft in the U.S. District Court, District of Utah. We are seeking treble and other damages under the Clayton Act, based on claims that Microsoft eliminated competition in the office productivity software market during the time that we owned the WordPerfect word-processing application

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and the Quattro Pro spreadsheet application. Among other claims, we allege that Microsoft withheld certain critical technical information about Windows from us, thereby impairing our ability to develop new versions of WordPerfect and other office productivity applications, and that Microsoft integrated certain technologies into Windows designed to exclude WordPerfect and other Novell applications from relevant markets. In addition, we allege that Microsoft used its monopoly power to prevent original equipment manufacturers from offering WordPerfect and other applications to customers. On June 10, 2005, Microsoft’s motion to dismiss the complaint was granted in part and denied in part. On September 2, 2005, Microsoft sought appellate review of the District Court’s denial of its motion. On January 31, 2006, the Fourth Circuit Court of Appeals granted interlocutory review of Microsoft’s appeal with respect to the question of whether Novell lacked standing to assert the antitrust claims allowed by the District Court. As a result of Microsoft’s appeal, Novell filed a notice of appeal of the District Court’s dismissal of Novell’s other causes of action. Both appeals have been fully briefed and argued before the Circuit Court; however, it is uncertain when a final decision can be expected. While there can be no assurance as to the ultimate disposition of the litigation, we do not believe that its resolution will have a material adverse effect on our financial position, results of operations or cash flows.

On January 20, 2004, the SCO Group, Inc. (“SCO”) filed suit against us in the Third Judicial District Court of Salt Lake County, State of Utah. We removed the action to the U.S. District Court, District of Utah. SCO’s original complaint alleged that our public statements and filings regarding the ownership of the copyrights in UNIX and UnixWare have harmed SCO’s business reputation and affected its efforts to protect its ownership interest in UNIX and UnixWare. The District Court dismissed the original complaint, but allowed SCO an opportunity to file an amended complaint, which SCO did on July 9, 2004. On July 29, 2005, Novell filed an answer to the amended complaint setting forth numerous affirmative defenses and counterclaims alleging slander of title and breach of contract, and seeking declaratory actions and actual, special and punitive damages in an amount to be proven at trial. On February 3, 2006, SCO filed a Second Amended Complaint alleging that Novell has violated the non-competition provisions of the agreement under which we sold our Unix business to SCO, that we failed to transfer all of the Unix business, that we infringe SCO’s copyrights, and that we are engaging in unfair competition by attempting to deprive SCO of the value of the Unix technology. SCO seeks to require us to assign all copyrights that we have registered in UNIX and UnixWare to SCO, to prevent us from representing that we have any ownership interest in the UNIX and UnixWare copyrights, to require us to withdraw all representations we have made regarding our ownership of the UNIX and UnixWare copyrights, and to cause us to pay actual, special and punitive damages in an amount to be proven at trial. As a result of SCO’s Second Amended Complaint, SUSE filed a demand for arbitration before the International Court of Arbitration in Zurich, Switzerland, pursuant to a “UnitedLinux Agreement” in which SCO and SUSE were parties. Hearings before the International Court Tribunal are currently set for December 2007. The issues related to SCO’s claimed ownership of the UNIX copyrights and Novell’s rights under the UNIX agreements with SCO are currently scheduled for trial in the U.S. District Court, District of Utah, for September 2007. We believe that we have meritorious defenses to SCO’s claims and meritorious support for our counterclaims. Accordingly, we intend to vigorously pursue our claims while defending against the allegations in SCO’s complaint. Although there can be no assurance as to the ultimate disposition of the suit, we do not believe that the resolution of this litigation will have a material adverse effect on our financial position, results of operations or cash flows.

On July 12, 2002, Amer Jneid and other related plaintiffs filed a complaint in the Superior Court of California, Orange County, alleging claims for breach of contract, fraud in the inducement, misrepresentation, infliction of emotional distress, rescission, slander and other claims against us in connection with our purchase of so-called “DeFrame” technology from the plaintiffs and two affiliated corporations (TriPole Corporation and Novetrix), and employment agreements we entered into with the plaintiffs in connection with the purchase. The complaint sought unspecified damages, including “punitive damages.” The dispute (resulting in these claims) arises out of the plaintiffs’ assertion that we failed to properly account for license distributions which the plaintiffs claim would have entitled them to certain bonus payouts under the purchase and employment agreements. After a lengthy jury trial, the jury returned a verdict in favor of the various plaintiffs on certain contract claims and in favor of us on the

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remaining claims. The jury verdict found in favor of the plaintiffs and against us in the amount of approximately $19 million. Our equitable defenses are expected to be ruled on by the trial court in late spring 2007. Depending on the outcome of such rulings, a judgment against us may be entered at such time. In the event a final judgment is entered by the trial court, we intend to file various post-trial motions, including a motion for judgment notwithstanding the verdict. If necessary, we intend to pursue an appeal of any resulting judgment.

SilverStream, which we acquired in July 2002, and several of its former officers and directors, as well as the underwriters who handled SilverStream’s two public offerings, were named as defendants in several class action complaints that were filed on behalf of certain former stockholders of SilverStream who purchased shares of SilverStream common stock between August 16, 1999 and December 6, 2000. These complaints are closely related to several hundred other complaints that the same plaintiffs have brought against other issuers and underwriters. These complaints all allege violations of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. In particular, they allege, among other things, that there was undisclosed compensation received by the underwriters of the public offerings of all of the issuers, including SilverStream. A Consolidated Amended Complaint with respect to all of these companies was filed in the U.S. District Court, Southern District of New York, on April 19, 2002. The plaintiffs are seeking monetary damages, statutory compensation and other relief that may be deemed appropriate by the Court. While we believe that SilverStream and its former officers and directors have meritorious defenses to the claims, a tentative settlement has been reached between many of the defendants and the plaintiffs, which contemplates a settlement of the claims, including the ones against SilverStream and its former directors and officers. The settlement agreement, however, has not been finally approved by the Court. While there can be no assurance as to the ultimate disposition of the litigation, we do not believe that its resolution will have a material adverse effect on our financial position, results of operations or cash flows.

During fiscal 2006, we recorded a $24.0 million adjustment to reflect changes in facts and circumstances surrounding our outstanding contingencies, and a gain of $1.2 million related to a settlement we received from one of our insurance companies for past legal expenses that were covered under our insurance policies.

We account for legal reserves under SFAS No. 5, which requires us to accrue for losses we believe are probable and can be reasonably estimated. We evaluate the adequacy of our legal reserves based on our assessment of many factors, including our interpretations of the law and our assumptions about the future outcome of each case based on current information. It is reasonably possible that our legal reserves could be increased or decreased in the near term based on our assessment of these factors. We are currently party to various legal proceedings and claims involving former employees, either asserted or unasserted, which arise in the ordinary course of business. While the outcome of these matters cannot be predicted with certainty, we do not believe that the outcome of any of these claims or any of the above mentioned legal matters will have a material adverse effect on our consolidated financial position, results of operations or cash flows.

T.   Redeemable Preferred Stock

On March 23, 2004, we entered into a definitive agreement with IBM in connection with IBM’s previously announced $50 million investment in Novell. The primary terms of the investment were negotiated in November 2003 and involved the purchase by IBM of 1,000 shares of our Series B redeemable preferred stock (“Series B Preferred Stock”) that are convertible into 8 million shares of our common stock at a conversion price of $6.25 per common share. The Series B Preferred Stock is entitled to a dividend of 2% per annum, payable quarterly in cash. Dividends on the Series B Preferred Stock during fiscal 2006, 2005, and 2004 amounted to $0.2 million, $0.5 million, and $0.4 million, respectively. Dividend payments made during fiscal 2006, 2005, and 2004 were $0.2 million, $0.6 million, and $0.3 million, respectively.

Because the fair value of our common stock of $9.46 per share on March 23, 2004 was greater than the conversion price of $6.25 per share of Series B Preferred Stock, we recorded a one-time, non-cash deemed dividend

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of $25.7 million pursuant to EITF Issue No. 98-5, “Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios.”

The Series B Preferred Stock is convertible at any time at the option of the holder and has a liquidation value equal to $50,000 per share. Each share of Series B Preferred Stock issued and outstanding is entitled to the number of votes equal to the number of shares of common stock into which it is convertible. The Series B Preferred Stock is senior to the common stock with respect to dividends and liquidation preferences. The Series B Preferred Stock is redeemable at our option, and by the holder only under certain change in control circumstances. Because the redemption is not certain to occur, the Series B Preferred Stock is not required to be classified as a liability, but rather is classified in the mezzanine section of the balance sheet and is stated at redemption value.

On June 17, 2004, 500 shares of Series B Preferred Stock, with a carrying value of $25.0 million, were converted into 4.0 million shares of our common stock. On September 21, 2005, 313 shares of Series B Preferred Stock, with a carrying value of $15.7 million, were converted into 2.5 million shares of our common stock.

Subsequent to the end of fiscal 2006, IBM converted the remaining outstanding shares of Series B Preferred Stock into 1.5 million shares of our common stock.

U.   Stockholders’ Equity

Preferred Share Rights Agreement

In December 1988, the Board of Directors adopted a Preferred Share Rights Agreement. This plan was most recently amended in September 1999 and expired on November 21, 2006. The plan provided for a dividend of rights, which could not be exercised until certain events occurred, to purchase shares of our Series A Preferred Stock. Each common stockholder of record had one right for each share of common stock owned. This plan was adopted to ensure that all of our stockholders receive fair value for their common stock in the event a third party proposes to acquire us and to guard against coercive tactics to gain control of us without offering fair value to our stockholders. In connection with the plan, we had 499,000 authorized shares of Series A Preferred Stock with a par value of $0.10 per share, none of which were issued or outstanding at October 31, 2006 or October 31, 2005.

Stock Repurchase

On September 22, 2005, our board of directors approved a share repurchase program for up to $200.0 million of our common stock through September 21, 2006. On April 4, 2006, our board of directors approved an amendment to the share repurchase program increasing the limit on repurchase from $200.0 million to $400.0 million and extending the program through April 3, 2007. As of July 31, 2006, we had completed the repurchase program purchasing 51.5 million shares of common stock at an average price of $7.76 per share.

Stock Option Plans

We currently have five broad-based stock option plans with options available for grant to employees and consultants, and one stock option plan with options available for grant to members of the Board of Directors. We typically grant nonstatutory options at fair market value on the date of grant. In addition, we also grant restricted stock purchase rights and restricted units. Our current practice is to grant options to mid- and upper-management at time of hire. We also maintain an on-going annual grant program under which certain employees are eligible for consideration for performance and retention grants. These plans are discussed in more detail below.

The 2000 Stock Plan and the 1991 Stock Plan

The 2000 Stock Plan (the “2000 Plan”), with an aggregate of 16 million shares of common stock reserved for issuance, provides for the grant of incentive stock options, nonstatutory stock options, restricted stock purchase rights and common stock equivalents (“CSE’s”) and was approved by stockholders in April 2000. Shares of

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common stock may also be issued under the 2000 Plan to satisfy our obligations under our Stock Based Deferred Compensation Plan. As of October 31, 2006, a total of 6,048,122 shares of common stock remained available for issuance pursuant to the 2000 Plan. The 1991 Stock Plan (the “1991 Plan”), with an aggregate of 80,277,765 shares of common stock reserved for issuance, provides for the grant of nonqualified stock options, restricted stock purchase rights, restricted units, stock appreciation rights and long-term performance awards and was most recently approved by the stockholders in March 1994. As of October 31, 2006, a total of 14,508,574 shares of common stock remained available for issuance pursuant to the 1991 Plan. Under both plans, options are granted at the fair market value of our common stock at the date of grant (defined in the plans as the closing price on the day prior to the grant date), generally vest over 48 months (although options have been granted that vest over 24 or 36 months), are exercisable upon vesting and expire either four, eight or ten years from the date of grant. Under both plans, restricted stock purchase rights have been granted providing for the sale of our common stock to certain employees at a purchase price of $0.10 per share. Shares of restricted common stock are subject to repurchase by us at the original purchase price until such time as they have vested. Grants of restricted stock generally vest over a three- or four-year period. There were 553,054 shares of outstanding restricted common stock that remained unvested and subject to repurchase at October 31, 2006. Under the 1991 Plan, restricted units may be granted to employees. These units vest annually over three years or at the end of three years from their date of grant, have an exercise price of either $0 or $0.10 and are payable in common stock. Under the 2000 Plan, CSE’s may be issued to non-employee members of our Board of Directors, who elect to have all or a portion of their board retainer deferred through the purchase of CSE’s. The purchase price for CSE’s is equal to the fair market value of our common stock on the date of purchase (defined in the plan as the closing price on the day prior to the grant date). Participating board members who defer compensation into the award of CSE’s specify the future date such common stock equivalents will be converted into shares of our common stock.

The 2000 Nonqualified Stock Option Plan

The 2000 Nonqualified Stock Option Plan (the “2000 NQ Plan”), with an aggregate of 28 million shares of common stock reserved for issuance, provides for the grant of nonstatutory stock options. As of October 31, 2006, a total of 12,106,204 shares of common stock remained available for issuance pursuant to the 2000 NQ Plan. Under the 2000 NQ Plan, nonstatutory options are granted at the fair market value of our common stock at the date of grant (defined in the plan as the closing price on the day prior to the grant date), generally vest over 48 months (although options have been granted that vest over 24 months), are exercisable upon vesting and expire either four, eight or ten years from the date of grant.

The Novell/SilverStream 1997 Stock Option Plan

The Novell/SilverStream 1997 Stock Option Plan (the “SilverStream 1997 Plan”), with an aggregate of 12,530,883 shares of common stock reserved for issuance, after taking into account the retirement of 8,090,788 shares in January 2004 in connection with Novell’s 2003 stock option exchange program, provides for the grant of incentive stock options and nonstatutory stock options, was most recently approved by stockholders of SilverStream in May of 2002, and was assumed by us in July 2002 in connection with our acquisition of SilverStream. As of October 31, 2006, a total of 2,234,883 shares of common stock remained available for issuance pursuant to the SilverStream 1997 Plan. Under the SilverStream 1997 Plan, options are granted at the fair market value of our common stock at the date of grant (defined in the plan as the closing price on the day prior to the grant date). Options that had been granted prior to our acquisition of SilverStream were granted at the fair market value of SilverStream’s common stock at the date of grant and were converted to options to acquire our common stock based on the terms of the acquisition. Options generally vest over 48 months (although options had been granted before our acquisition of SilverStream that vest over 42 or 60 months), are exercisable upon vesting, and expire eight or ten years from date of grant.

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The Novell/SilverStream 2001 Stock Option Plan

The Novell/SilverStream 2001 Stock Option Plan (the “SilverStream 2001 Plan”), with an aggregate of 2,426,494 shares of common stock reserved for issuance, provides for the grant of nonstatutory stock options. We assumed the SilverStream 2001 Plan in July 2002 in connection with the acquisition of SilverStream. As of October 31, 2006, a total of 722,316 shares of common stock remain available for issuance pursuant to the SilverStream 2001 Plan. Under the SilverStream 2001 Plan, options are granted at the fair market value of our common stock at the date of grant. Options that had been granted prior to our acquisition of SilverStream were granted at the fair market value of SilverStream’s common stock at the date of grant and were converted to options to acquire our common stock based on the terms of the acquisition. Options generally vest over 48 months (although options had been granted before our acquisition of SilverStream that vest over 42 months), are exercisable upon vesting and expire eight or ten years from date of grant.

The Stock Option Plan for Non-Employee Directors

The Stock Option Plan for Non-Employee Directors (the “Director Plan”), with an aggregate of 1,500,000 shares of common stock reserved for issuance, provides for two types of non-discretionary stock option grants to non-employee members of our Board of Directors: an initial grant of 30,000 options at the time a director is first elected or appointed to the Board, with options vesting over four years and exercisable upon vesting; and an annual grant of 15,000 options upon reelection to the Board, with options vesting over two years and exercisable upon vesting. Under the Director Plan, options are granted at the fair market value of our common stock at the date of grant (defined in the plans as the closing price on the day prior to the grant date). The Director Plan was approved by the stockholders in April 1996. As of October 31, 2006, a total of 349,500 shares of common stock remained available for issuance pursuant to the Director Plan. Options expire ten years from the date of grant.

Additional Stock Option Plans

Miscellaneous plans assumed due to acquisitions (including two additional SilverStream plans not mentioned above that were also assumed in connection with the SilverStream acquisition) have terminated, and no further options may be granted under these plans. Options previously granted under these plans that have not yet expired or otherwise become unexercisable continue to be administered under such plans, and any portions that expire or become unexercisable for any reason shall be cancelled and be unavailable for future issuance.

A summary of the status of our stock award plans as of October 31, 2006, 2005 and 2004 is presented below.

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	Fiscal 2006					Fiscal 2005					Fiscal 2004
				Weighted-					Weighted-					Weighted-
	Number of			Average		Number of			Average		Number of			Average
	Options			Exercise Price		Options			Exercise Price		Options			Exercise Price
	(Number of options in thousands)
Outstanding at beginning of year		49,530		$	6.72		46,126		$	6.76		41,875		$	5.21
Granted:
Price at fair value		3,232			8.29		13,053			5.98		17,893			9.58
Price at greater than fair value		—			—		—			—		—			—
Price at less than fair value		5,706			0.10		520			0.10		486			0.10
Exercised		(9,406	)		4.28		(4,431	)		3.31		(10,530	)		4.41
Cancelled:
Forfeited		(4,081	)		7.10		(5,625	)		7.37		(3,593	)		8.59
Expired		(2,324	)		9.79		(113	)		6.92		(5	)		5.62
Outstanding at end of year		42,657		$	6.28		49,530		$	6.72		46,126		$	6.76
Exercisable at end of year		29,181		$	7.17		28,560		$	6.51		23,247		$	5.73

The following table summarizes information about stock options outstanding at October 31, 2006:

			Options Outstanding
			Weighted-				Options Exercisable
	Number of		Average		Weighted-		Number of		Weighted-
	Options		Remaining		Average		Options		Average
Range of Exercise Prices	Outstanding		Contractual Life		Exercise Price		Exercisable		Exercise Price
	(Number of options in thousands)
$ 0.00 – $ 3.92		9,458		2.9	$	1.46		4,124	$	3.16
$ 3.93 – $ 4.68		3,923		4.4		4.57		3,923		4.57
$ 4.70 – $ 5.02		1,619		3.2		5.01		1,619		5.01
$ 5.21 – $ 5.55		5,719		6.1		5.54		2,274		5.54
$ 5.62 – $ 6.80		3,841		3.6		6.39		2,892		6.45
$ 6.91 – $ 8.75		4,113		5.2		7.97		1,611		7.98
$ 8.91 – $ 9.14		6,411		1.1		9.14		6,407		9.14
$ 9.19 – $10.50		3,778		2.9		9.47		3,366		9.48
$10.63 – $38.88		3,795		4.3	$	11.76		2,965	$	12.00
$ 0.00 – $38.88		42,657		3.6	$	6.28		29,181	$	7.17

	Fiscal 2006			Fiscal 2005
	(Number of shares and options in thousands)
Options available for future grants		35,970			38,241
Shares of common stock outstanding at year end		343,363			385,821
Options granted during the year as a percentage of outstanding common stock		3	%		4	%

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Employee Stock Purchase Plan

In May 2003, the stockholders approved a 10.0 million share increase to the Company’s 1989 Employee Stock Purchase Plan (the “Purchase Plan”). As amended, we are now authorized to issue up to 34.0 million shares of our common stock to our employees who work at least 20 hours a week and more than five months a year. In May 2003, the Purchase Plan was further amended to limit the number of shares that can be purchased by employees during any fiscal year to 3.0 million shares. Under the terms of the Purchase Plan, there are two six-month offer periods per year, and employees can choose to have up to 10% of their salary withheld to purchase our common stock. The employee stock purchase plan was suspended in April 2005 and then amended in September 2005 to provide that the purchase price of the common stock is 95% of the fair market value of Novell’s common stock on the purchase date. The amended plan began in January 2006.

Under the Purchase Plan, we issued 0.1 million shares to employees in fiscal 2006, 1.2 million shares to employees in fiscal 2005 and 2.2 million shares to employees in fiscal 2004. This plan has approximately 4.9 million shares available for future issuance.

Shares Reserved for Future Issuance

As of October 31, 2006, there were 78,626,888 shares of common stock reserved for stock option exercises, 4,893,273 shares of common stock reserved for issuances under the stock purchase plan, 1,496,000 shares reserved for the conversion of Series B Preferred Stock, and 52,074,300 shares reserved for the conversion of the Debentures.

V.   Stock-Based Compensation

As discussed in Note B, we adopted SFAS No. 123(R) on November 1, 2005. Prior to fiscal 2006, we accounted for stock-based compensation under APB 25. The adoption of SFAS No. 123(R) had a significant impact on our results of operations. Our consolidated statement of operations for fiscal 2006, 2005, and 2004 includes the following amounts of stock-based compensation expense in the respective captions:

	Fiscal Year Ended		Fiscal Year Ended			Fiscal Year Ended
	October 31,		October 31,			October 31,
	2006		2005			2004
	(In thousands)
Cost of revenue	$	4,096	$	6		$	—
Sales and marketing		11,533		998			1,957
Product development		8,226		1,172			1,746
General and administrative		11,147		(428	)		1,237
Operating income		35,002		1,748			4,940
Discontinued operations		263		—			—
Tax benefit		—		—			—
Effect on net income	$	35,265	$	1,748		$	4,940

Total unrecognized stock-based compensation expense expected to be recognized over an estimated weighted-average amortization period of 2.6 years was $69.4 million at October 31, 2006.

SFAS No. 123(R) also requires the benefits of tax deductions in excess of recognized compensation cost to be reported as a financing cash flow, rather than as an operating cash flow as required under APB 25 and related interpretations. This requirement reduced our net operating cash flows and increased our net financing cash flows by $15.3 million during fiscal 2006. Our deferred compensation cost at October 31, 2005 of $3.4 million, which was accounted for under APB 25, was reclassified into additional paid-in capital as required under SFAS No. 123(R).

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The cumulative effect related to outstanding restricted stock awards as of October 31, 2005, which are not expected to vest based on an estimate of forfeitures, was not material.

As a result of adopting SFAS No. 123R on November 1, 2005, our income from continuing operations before income taxes and net income for the fiscal year ended October 31, 2006 are lower by $25.4 million and our basic and diluted earnings per share from continuing operations are lower by $0.07 than if we had continued to account for the share-based compensation under APB No. 25.

Stock Plans

All stock-based compensation awards are issued under one of the six stock award plans discussed in Note U. When granting stock options, we grant nonstatutory options at fair market value on the date of grant (defined in the plans as the closing price on the day prior to the grant date). We also grant restricted stock and restricted stock units.

Time-Based Stock Awards

Our weighted-average assumptions used in the Black-Scholes valuation model for equity awards with time-based vesting provisions granted during the fiscal 2006 are shown below:

	Fiscal Year Ended
	October 31, 2006
Expected volatility		50	%
Expected dividends		0	%
Expected term		4 years
Risk-free interest rate		4.3 – 5.1	%

The expected volatility rate was estimated based on equal weighting of the historical volatility of Novell common stock over a four year period and the implied volatilities of Novell common stock. The expected term was estimated based on our historical experience of exercise, cancellation, and expiration patterns. The risk-free interest rates are based on four year U.S. Treasury STRIPS.

The pre-vesting forfeiture rate used for the fiscal year ended October 31, 2006 was 10%, which was based on historical rates and forward-looking factors. As required under SFAS No. 123(R), we will adjust the estimated forfeiture rate to our actual experience.

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A summary of the time-based stock awards, which includes stock options and restricted stock units, as of October 31, 2006, and changes during the fiscal year then ended, is as follows:

						Weighted-
				Weighted-		Average
				Average		Remaining		Aggregate
				Exercise		Contractual		Intrinsic
	Shares			Price		Term		Value
	(In thousands)					(Years)		(000s)
Stock Awards
Outstanding at November 1, 2005		47,042		$	6.68
Granted:
Price equal to fair market value		2,195		$	8.16
Price less than fair market value		5,222		$	0.00
Exercised		(8,856	)	$	4.54
Forfeited or expired		(5,235	)	$	4.02
Outstanding at October 31, 2006		40,368		$	6.22		3.6	$	53,324
Exercisable at October 31, 2006		27,768		$	7.20		3.3	$	20,375

The weighted-average grant-date fair value of time-based stock awards granted during fiscal 2006 was $5.97. The total intrinsic value of stock options exercised during fiscal 2006 was $40.2 million. As of October 31, 2006, there was $59.3 million of unrecognized compensation cost related to time-based stock awards. That cost is expected to be recognized over a weighted-average period of 2.5 years.

A summary of time-based unvested restricted stock as of October 31, 2006, and changes during the year then ended, is as follows:

				Weighted-
				Average
				Grant Date
	Shares			Fair Value
	(In thousands)
Unvested Restricted Stock
Unvested at November 1, 2005		984		$	4.85
Granted		275			8.33
Vested		(791	)		4.35
Forfeited		(144	)		7.83
Unvested at October 31, 2006		324		$	7.71

As of October 31, 2006, there was $2.0 million of unrecognized compensation cost related to unvested restricted stock. That cost is expected to be recognized over a weighted-average period of 2.5 years. The total fair value of time-based restricted stock that vested during fiscal 2006 was $5.3 million.

Performance-Based and Market-Condition Awards

We have issued performance-based equity awards to certain senior executives. These awards have the potential to vest over one to four years upon the achievement of certain Novell-specific financial performance goals, specifically related to the achievement of budgeted revenue and operating income targets in each fiscal year. The performance-based options were granted at an exercise price equal to the fair market value of Novell common stock on the date the option was legally granted and have a contractual life ranging from two to eight years.

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We have issued market-condition equity awards to certain senior executives the vesting of which is accelerated or contingent upon the price of Novell common stock meeting certain pre-established stock price targets. Certain of these awards will vest on the sixth anniversary of the grant date if the market-condition was not previously achieved. The market-condition options are generally granted at an exercise price equal to the fair market value of Novell common stock on the date of the grant and have a contractual life of eight years. No market-condition awards were granted during the twelve months ended October 31, 2006.

The fair value of each performance-based and market-condition option was estimated on the grant date using the Black-Scholes option valuation model without consideration of the performance measures or market conditions. The inputs for expected volatility, expected term, expected dividends, and risk-free interest rate used in estimating the fair value of performance-based awards in fiscal 2006, are the same as those noted above under time-based stock awards.

A summary of the performance-based and market-condition awards as of October 31, 2006, and changes during the fiscal year then ended, is as follows:

						Weighted-
				Weighted-		Average
				Average		Remaining		Aggregate
				Exercise		Contractual		Intrinsic
	Shares			Price		Term		Value
	(In thousands)					(Years)		(In thousands)
Stock Awards
Outstanding at November 1, 2005		2,413		$	7.49
Granted		535		$	8.29
Exercised		(101	)	$	6.35
Forfeited or expired		(884	)	$	9.22
Outstanding at October 31, 2006		1,963		$	6.97		3.17	$	102
Exercisable at October 31, 2006		1,412		$	6.60		2.06	$	159

The weighted-average grant-date fair value of options granted during fiscal 2006 was $2.78. As of October 31, 2006, there was $1.6 million of unrecognized compensation cost related to performance-based and market-condition awards. That cost is expected to be recognized over a weighted-average period of 3 years.

A status of the unvested, performance-based and market-condition restricted stock as October 31, 2006, and changes during the fiscal year then ended, is as follows:

				Weighted-
				Average
				Grant Date
	Shares			Fair Value
	(In thousands)
Unvested Restricted Stock
Unvested at November 1, 2005		125		$	7.42
Granted		87		$	9.22
Vested		(25	)	$	7.35
Forfeited		(60	)	$	9.22
Unvested at October 31, 2006		127		$	6.44

As of October 31, 2006, there was $0.8 million of unrecognized compensation cost related to unvested, performance-based and market-condition restricted stock. That cost is expected to be recognized ratably over a one

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

to four year period. No performance-based restricted stock vested during fiscal 2006. The total fair value of market-condition restricted stock that vested during fiscal 2006 was $227,500.

As of October 31, 2006, there were 427,029 stock awards that have been legally granted and remain outstanding but have not yet been valued because all of the conditions necessary to establish the grant date for SFAS No. 123(R)purposes have not yet occurred. The grant date of these stock awards will not occur until budgets are approved by our Board of Directors for the respective years specified in the performance targets.

Celerant Stock Awards

All rights and obligations regarding Celerant stock awards were assumed by their acquirer. Novell does not have any obligations for Celerant stock awards.

Fiscal 2005 and 2004 Stock Award Information

For fiscal 2005 and 2004, had we accounted for all employee stock-based compensation based on the fair value method as prescribed by SFAS No. 123, our net income and net income (loss) per share would have been the following pro forma amounts:

	Fiscal Year Ended
	October 31,			October 31,
	2005			2004
	(In thousands, except per share amounts)
Net income (loss):
As reported	$	376,722		$	57,188
Less: total stock-based compensation expense determined under fair value-based method for all awards, net of related tax effects		(50,420	)		(51,436	)
Add: total stock-based compensation expense recorded in the statement of operations		2,653			4,940
Pro forma	$	328,955		$	10,692
Net income (loss) per common share:
As reported basic	$	0.98		$	0.08
Pro forma basic	$	0.86		$	(0.04	)
As reported diluted	$	0.86		$	0.08
Pro forma diluted	$	0.75		$	(0.04	)

For the purpose of the above table, the fair value of each option grant is estimated as of the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions used for grants in fiscal 2005 and 2004: a risk-free interest rate of approximately 3.8% for fiscal 2005 and 2.8% for fiscal 2004; a dividend yield of 0.0% for both years; a weighted-average expected life of 4.4 years for fiscal 2005 and 3.75 years for fiscal 2004; and a volatility factor of the expected market price of our common stock of 0.55 for fiscal 2005 and 0.77 for fiscal 2004. The weighted-average fair value of options granted in fiscal 2005 and 2004 was $3.17 and $5.63, respectively.

Employee Stock Purchase Plan

Subsequent to the issuance of SFAS No. 123(R), we amended and re-introduced our Employee Stock Purchase Plan (“ESPP”). The amended ESPP eliminated the “look back” feature of the plan and reduced the purchase discount to 5% off of the end of offering period stock price. As a result of these amendments, our ESPP is considered

112 Novell annual report 2006

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

non-compensatory under SFAS No. 123(R)and, accordingly, no compensation expense has been recorded for issuances under the ESPP. During fiscal 2006, we issued 0.1 million shares of common stock under the ESPP.

W.   Employee Savings and Retirement Plans

We adopted a 401(k) savings and retirement plan in December 1986. The plan covers all Novell U.S. employees who are 21 years of age or older who are scheduled to complete 1,000 hours of service during any consecutive 12-month period. Our 401(k) retirement and savings plan allows us to contribute an amount equal to 100% of each employee’s contribution up to the higher of 4% of the employee’s compensation or the maximum contribution allowed by tax laws. Company matching contributions on our 401(k) savings and retirement plan and other retirement plans were $20.6 million, $23.1 million, and $20.6 million, in fiscal years 2006, 2005, and 2004, respectively.

One of our German subsidiaries sponsors a defined benefit pension plan covering approximately 142 current employees and approximately 159 former employees or retirees as of October 31, 2006. The plan was closed to new members as of November 2004. Actuarial gains or losses are being amortized over a 22.0 year period, and the amortization charges are included within the overall net periodic pension costs, which are charged to the income statement. Other plan information is as follows:

	Fiscal 2006			Fiscal 2005
	(In thousands)
Change in benefit obligation
Benefit obligation at beginning of fiscal year	$	12,217		$	9,076
Service cost		857			751
Interest cost		539			473
Actuarial (gain) loss		(1,299	)		2,318
Benefits paid		(7	)		(7	)
Foreign exchange		(306	)		(394	)
Benefit obligation at end of fiscal year	$	12,001		$	12,217
Funded status (benefit obligation)	$	(12,001	)	$	(12,217	)
Unrecognized net actuarial (gain) loss		620			1,917
Unrecognized net obligation		640			729
Accrued benefit cost	$	(10,741	)	$	(9,571	)

	October 31,			October 31,
	2006			2005
	(Dollars in thousands)
Weighted-average assumptions
Discount rate		4.5	%		4.3	%
Rate of salary increase		3.0	%		3.0	%
Post-retirement pension increases		1.8	%		1.8	%
Net periodic pension cost	$	1,412		$	1,304

Estimated benefit payments for fiscal years 2007, 2008, 2009, 2010, 2011, and thereafter are $14,661, $21,797, $21,797, $21,797, $26,413, and $525,190, respectively. At October 31, 2006, we had assets valued at $9.9 million designated to fund the German pension obligation.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

We also have other retirement plans in certain foreign countries in which we employ personnel. Each plan is consistent with local laws and business practices.

X.   Net Income (Loss) Per Share Attributable to Common Stockholders

The following table reconciles the numerators and denominators of the earnings per share calculation for the fiscal years ended October 31, 2006, 2005, and 2004:

	Fiscal Year Ended
	October 31,			October 31,			October 31,
	2006			2005			2004
	(In thousands, except per share data)
Basic net income from continuing operations per share computation:
Net income from continuing operations	$	7,625		$	371,291		$	46,596
Dividends on Series B Preferred Stock		(187	)		(466	)		(416	)
Allocation of earnings to stockholders of Series B Preferred Stock		(32	)		(3,614	)		(181	)
Deemed dividend related to beneficial conversion feature of Series B Preferred Stock		—			—			(25,680	)
Net income attributable to common stockholders	$	7,406		$	367,211		$	20,319
Weighted-average common shares outstanding, excluding unvested restricted stock		361,174			379,499			381,100
Basic net income from continuing operations per share attributable to common stockholders	$	0.02		$	0.97		$	0.05
Diluted net income from continuing operations per share computation:
Net income from continuing operations	$	7,625		$	371,291		$	46,596
Dividends on Series B Preferred Stock		(187	)		(466	)		(416	)
Allocation of earnings to the holders of Series B Preferred Stock		(32	)		(3,614	)		(181	)
Deemed dividend related to beneficial conversion feature of Series B Preferred Stock		—			—			(25,680	)
Interest expense on the Debentures		—			5,972			—
Diluted net income from continuing operations attributable to common stockholders	$	7,406		$	373,183		$	20,319
Weighted-average common shares outstanding		361,174			379,499			381,100
Incremental shares attributable to the assumed exercise of outstanding options, unvested restricted stock, and other stock plans		4,485			9,012			9,779
Incremental shares attributable to the assumed conversion of the Debentures		—			52,074			—
Total adjusted weighted average common shares		365,659			440,585			390,879
Diluted net income from continuing operations per share attributable to common stockholders	$	0.02		$	0.85		$	0.05

114 Novell annual report 2006

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Incremental shares attributable to the assumed conversion of the Debentures have been excluded from the calculation of diluted earnings per share in fiscal 2006 and 2004 as their effect would have been anti-dilutive.

Incremental shares attributable to the assumed conversion of Series B Preferred Stock have been excluded from the calculation of diluted earnings per share in fiscal years 2006, 2005 and 2004 as their effect would have been anti-dilutive. Incremental shares attributable to options with exercise prices that were at or greater than the average market price (“out of the money”) at October 31, 2006, 2005, and 2004 were also excluded from the calculation of diluted earnings per share as their effect would have been antidilutive. At October 31, 2006, 2005, and 2004, there were 21,521,748, 22,725,998, and 18,539,606 out of the money options, respectively, that had been excluded.

Y.   Comprehensive Income

Our accumulated other comprehensive income (loss) is comprised of the following:

	Fiscal Year Ended
	October 31,			October 31,
	2006			2005
	(In thousands)
Net unrealized loss on investments	$	(3,567	)	$	(7,620	)
Minimum pension liability		—			(633	)
Cumulative translation adjustment		17,647			15,697
Total accumulated other comprehensive income	$	14,080		$	7,444

Changes to accumulated other comprehensive income are as follows:

	Fiscal Year Ended
	October 31,		October 31,			October 31,
	2006		2005			2004
	(In thousands)
Total change in gross unrealized loss on investments during the year	$	3,558	$	(8,550	)	$	(4,251	)
Adjustment for net realized gains on investments included in net income (loss)		495		783			2,899
Net unrealized loss on investments		4,053		(7,767	)		(1,352	)
Minimum pension liability		633		623			(1,256	)
Cumulative translation adjustments		1,950		(1,592	)		11,720
Other comprehensive income (loss)	$	6,636	$	(8,736	)	$	9,112

The components of accumulated other comprehensive income were not tax affected due to the fact that the related deferred tax assets were fully reserved at October 31, 2006, 2005, and 2004, respectively.

Z.   Related Party Transactions

During fiscal years 2006, 2005, and 2004, we received consulting services from J.D. Robinson Incorporated. Mr. Robinson, a director of Novell, is Chairman and Chief Executive Officer and the sole shareholder of J.D. Robinson Incorporated. The agreement provides for payments of $0.2 million per year for these services. In each of fiscal years 2006, 2005, and 2004, services in the amount of $0.2 million were provided by J.D. Robinson.

AA.  Segment Information

We operate and report our financial results in three segments based on geographic area. Prior to the end of the third quarter of fiscal 2006, we had a fourth segment, Celerant consulting, which was divested in May 2006 and is

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

included in discontinued operations (see Note E). Our performance is evaluated by our Chief Executive Officer and our other chief decision makers based on reviewing revenue and segment operating income (loss) information for each segment.

The geographic segments are:

•  Americas — includes the United States, Canada and Latin America

•  EMEA — includes Eastern and Western Europe, Middle East, and Africa

•  Asia Pacific — includes China, Southeast Asia, Australia, New Zealand, Japan, and India

Prior to fiscal 2006, Latin America and Japan were separate operating segments. All segment information has been recast to conform to the new segment presentation.

All segments sell our software and services. These offerings are sold in the United States directly and through original equipment manufacturers, resellers, and distributor channels, and internationally directly and through original equipment manufacturers and distributors who sell to dealers and end users. Operating results by segment are as follows:

	Fiscal 2006					Fiscal 2005					Fiscal 2004
			Operating					Operating					Operating
	Net Revenue		Income (Loss)			Net Revenue		Income (Loss)			Net Revenue		Income (Loss)
	(In thousands)
Americas	$	536,813	$	279,703		$	537,198	$	274,585		$	535,507	$	273,002
EMEA		345,597		107,369			407,998		133,002			378,269		122,111
Asia Pacific		84,867		15,434			94,027		21,367			90,078		27,061
Common unallocated operating costs		—		(406,189	)		—		(3,248	)		—		(369,173	)
Stock-based compensation expenses		—		(35,002	)		—		(1,748	)		—		(4,940	)
Total per statement of operations	$	967,277	$	(38,685	)	$	1,039,223	$	423,958		$	1,003,854	$	48,061

Common unallocated operating (costs) income includes corporate services common to all geographic segments such as corporate sales and marketing, product development, corporate general and administrative costs, corporate infrastructure costs, and litigation settlement income or expense. In addition, common unallocated operating (costs) income in fiscal 2005 also includes a $447.6 million net gain on settlement of potential litigation with Microsoft. Stock-based compensation expenses have not been allocated for management reporting purposes

In addition to reviewing geographic segment results, our Chief Executive Officer and chief decision makers review net revenue by solution category. These solution categories are:

•  Systems, security, and identity management (formerly Identity-driven computing solutions). Sub-categories include:

•  Resource management — major products include ZENworks

•  Identity and access management — major products include Identity Manager, Secure Login, iChain, and Sentinel

•  Other systems, security, and identity management products — major products include eDirectory and web services

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

•  Open platform solutions. Sub-categories include:

•  Linux platform products — major products include SUSE Linux Enterprise Server and our Linux desktop products

•  Other open platform products — major products include SUSE Linux Professional

•  Workspace solutions. Sub-categories include:

•  Open Enterprise Server (OES)

•  NetWare and other NetWare-related — major products include NetWare and Cluster Services

•  Collaboration — major products include GroupWise

•  Other workspace — major products include BorderManager and Novell iFolder

•  Global services and support — comprehensive worldwide IT consulting, training, and technical support services that apply business solutions to our customers’ business situations, providing the business knowledge and technical expertise to help our customers implement our technology.

Prior to fiscal 2006, Open platform solutions and Workspace solutions were combined in a category called Linux and platform services solutions. Prior to the third quarter of fiscal 2006, OES was classified in open platform solutions. Beginning in the third quarter of fiscal 2006, OES is categorized in workspace solutions. Prior periods have been recast to conform to the new presentation. Net revenue by solution category is as follows:

Revenue by Solution Category

	Fiscal Year Ended October 31,
	2006		2005		2004
	(In thousands)
Resource management	$	134,579	$	144,358	$	124,338
Identity and access management		97,721		74,936		61,324
Other systems, security, and identity management products		17,975		21,022		21,353
Systems, security and identity management		250,275		240,316		207,015
Linux platform products		45,296		35,836		19,309
Other open platform products		8,146		17,761		14,678
Open platform solutions		53,442		53,597		33,987
Open Enterprise Server		181,695		85,331		—
NetWare and other NetWare-related		47,779		193,549		301,441
Collaboration		96,176		99,422		103,556
Other workspace products		23,594		30,842		50,093
Workspace solutions		349,244		409,144		455,090
Total software licenses and maintenance		652,961		703,057		696,092
Global services and support		314,316		336,166		307,762
Total net revenue	$	967,277	$	1,039,223	$	1,003,854

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Beginning in the first quarter of fiscal 2007, we began operating and reporting our financial results in four new business unit segments based on information solution categories and a general business consulting business unit. The four new business unit segments are:

•  Systems and resource management

•  Identity and security management

•  Open platform solutions

•  Workgroup

We changed our operating and reporting structure to increase integration and teamwork internally, to build stronger business-focused units, and to be better equipped to address customer needs. As our strategy continues to evolve, the way in which management views financial information to best evaluate performance and operating results may also change. Beginning in the first quarter of fiscal 2007, the segments will be reported as above and prior periods will be recast to conform with the new reporting structure.

Geographic Information

Revenue outside the United States is comprised of revenue to customers in Europe, Africa, the Middle East, Canada, South America, Australia, and Asia Pacific. Other than revenue from Ireland, international revenue was not material individually in any other international location. Inter-company revenue between geographic areas is accounted for at prices representative of unaffiliated party transactions. “U.S. operations” include shipments to customers in the U.S., licensing to OEMs, and exports of finished goods directly to international customers, primarily in Canada, South America, and Asia. “Irish operations” include shipments from Ireland of product to customers throughout Europe, the Middle East, and Africa, and licensing to OEMs. The Irish operation acts as the sales principal and thus records the revenue on shipments it makes. The Irish operation uses our other European, Middle Eastern, and African subsidiaries as commissionaires and commission agents to assist in the sales of software and in turn pays them a commission. This inter-company commission is included in the eliminations. “Other international operations” primarily includes revenue from consulting and service contracts.

	Fiscal Year Ended
	October 31,			October 31,			October 31,
	2006			2005			2004
	(In thousands)
Revenue:
U.S. operations	$	596,259		$	606,600		$	587,710
Irish operations		299,568			349,959			320,624
Other international operations		146,577			161,690			149,736
Eliminations		(75,127	)		(79,026	)		(54,216	)
Total revenue	$	967,277		$	1,039,223		$	1,003,854
Long-lived assets at year end:
U.S. operations	$	653,562		$	715,192		$	715,005
Irish operations		233,830			295,708			291,168
Other international operations		382,322			329,579			326,033
Eliminations		(618,262	)		(621,832	)		(605,048	)
Total long-lived assets at year end	$	651,452		$	718,647		$	727,158

118 Novell annual report 2006

NOVELL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Reconciliation of long-lived assets to total assets is as follows:

	October 31,		October 31,
	2006		2005
	(In thousands)
Long-lived assets	$	651,452	$	718,647
Other long-term assets		37,146		34,158
Current assets		1,761,125		2,009,053
Total assets	$	2,449,723	$	2,761,858

In fiscal years 2006, 2005, and 2004, sales to international customers were $501.5 million, $568.6 million, and $529.3 million, respectively. In fiscal 2006, 2005, and 2004, revenue in the EMEA segment accounted for 69%, 72%, and 71%, of our total international revenue, respectively. No one foreign country accounted for more than 10% of total revenue in fiscal 2006 and fiscal 2004. In fiscal 2005, revenue from the United Kingdom accounted for approximately 12% of our total revenue. There were no customers who accounted for more than 10% of revenue in any period.

AB.  Executive Termination Benefits

During fiscal 2006, our former Chief Executive Officer and Chief Financial Officer were terminated by our Board of Directors. They received benefits pursuant to their respective severance agreements totaling $9.4 million, of which approximately $2.7 million related to stock compensation and $6.7 million related to severance and other benefits.

AC.  Subsequent Events

Sale of Venture Capital Funds

In November 2006, we closed the sale of the remaining one-half of one of our venture capital funds, resulting in a gain in the first quarter of fiscal 2006 of $3.6 million on proceeds of $5.0 million.

Conversion of Redeemable Preferred Stock

In November 2006, IBM converted the remaining 187 outstanding shares of Series B Preferred Stock into 1.5 million shares of our common stock.

Microsoft Agreements

On November 2, 2006, we entered into a Business Collaboration Agreement, a Technical Collaboration Agreement, and a Patent Cooperation Agreement with Microsoft Corporation that together are designed to build, market and support a series of new solutions to make Novell and Microsoft products work better together for customers. Each of the agreements is scheduled to expire January 1, 2012.

Under the Business Collaboration Agreement, we are marketing a combined offering with Microsoft. The combined offering consists of SUSE Linux Enterprise Server (“SLES”) and a subscription for SLES support along with Microsoft Windows Server, Microsoft Virtual Server and Microsoft Viridian, and is offered to customers desiring to deploy Linux and Windows in a virtualized setting. Microsoft made an upfront payment to us of $240 million for SLES subscription “certificates,” which Microsoft may use, resell or otherwise distribute over the term of the agreement, allowing the certificate holder to redeem single or multi-year subscriptions for SLES support from us (entitling the certificate holder to upgrades, updates and technical support). Microsoft will spend $12 million annually for marketing Linux and Windows virtualization scenarios and will also spend $34 million over the term of the agreement for a Microsoft sales force devoted primarily to marketing the combined offering.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Microsoft agreed that for three years following the initial date of the agreement it will not enter into an agreement with any other Linux distributor to encourage adoption of non-Novell Linux/Windows Server virtualization through a program substantially similar to the SLES subscription “certificate” distribution program.

The Technical Collaboration Agreement focuses primarily on four areas:

•  Development of technologies to optimize each of SLES and Windows running as guests in a virtualized setting on the other operating system;

•  Development of management tools for managing heterogeneous virtualization environments, to enable each party’s management tools to command, control and configure the other party’s operating system in a virtual machine environment;

•  Development of translators to improve interoperability between Microsoft Office and OpenOffice document formats; and

•  Collaboration on improving directory and identity interoperability and identity management between Microsoft Active Directory software and Novell eDirectory software.

Under the Technical Collaboration Agreement, Microsoft agreed to provide funding to help accomplish these broad objectives, subject to certain limitations.

Under the Patent Cooperation Agreement, Microsoft agreed to covenant with our customers not to assert its patents against our customers for their use of our products and services for which we receive revenue directly or indirectly, with certain exceptions, while we agreed to covenant with Microsoft’s customers not to assert our patents against Microsoft’s customers for their use of Microsoft products and services for which Microsoft receives revenue directly or indirectly, with certain exceptions. In addition, we and Microsoft each irrevocably released the other party, and its customers, from any liability for patent infringement arising prior to November 2, 2006, with certain exceptions. Both we and Microsoft have payment obligations under the Patent Cooperation Agreement. Microsoft made an up-front net balancing payment to us of $108 million, and we will make ongoing payments to Microsoft totaling not less than $40 million over the five year term of the agreement based on a percentage of our Open Platform Solutions and Open Enterprise Server revenues.

RedMojo Acquisition

On November 17, 2006, we acquired all of the outstanding shares of RedMojo Inc, a privately-held technology company that specialized in cross platform virtualization management software tools. The purchase price was $9.7 million in cash plus merger and transaction costs of $0.2 million.

Sale of Salmon Subsidiary

On March 13, 2007, we sold our shares in Salmon Ltd, (“Salmon”) to Okam Limited, a United Kingdom Limited Holding Company for $4.9 million, plus approximately an additional $3.9 million contingent payment to be received if Salmon meets certain revenue targets. There will be no further shareholder or operational relationship between us and Salmon going forward. Salmon was a component of our EMEA operating segment in fiscal 2006 (Business Consulting segment beginning in fiscal 2007) and Salmon’s sale will not have an impact on our IT consulting business. In our second quarter of fiscal 2007, we recognized a gain on the sale of approximately $0.6 million. During the first quarter of fiscal 2007, in anticipation of the sale, we recorded a loss of $10.8 million related to the excess carrying amount of Salmon over its estimated fair value, of which $10.2 million was to write off goodwill and $0.6 million was to write off intangible assets. We will classify Salmon’s results of operations as a discontinued operation in our consolidated statement of operations beginning in the second quarter of fiscal 2007.

120 Novell annual report 2006

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Novell, Inc.:

We have completed integrated audits of Novell, Inc.’s 2006 and 2005 consolidated financial statements and of its internal control over financial reporting as of October 31, 2006 in accordance with the standards of the Public Company Accounting Oversight Board (United States). Our opinions, based on our audits, are presented below.

Consolidated financial statements and financial statement schedule

In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all material respects, the financial position of Novell, Inc. and its subsidiaries at October 31, 2006 and 2005, and the results of their operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule as of and for the years ended October 31, 2006 and 2005 listed in the index appearing under Item 15(a)(2) presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and the financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and the financial statement schedule based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit of financial statements includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As discussed in Notes B and O to the consolidated financial statements, the Company changed the manner in which it accounts for share-based payments and conditional asset retirement obligations, respectively, in fiscal 2006.

Internal control over financial reporting

Also, in our opinion, management’s assessment, included in Management’s Annual Report on Internal Control over Financial Reporting appearing under Item 9A, that the Company maintained effective internal control over financial reporting as of October 31, 2006 based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), is fairly stated, in all material respects, based on those criteria. Furthermore, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of October 31, 2006, based on criteria established in Internal Control — Integrated Framework issued by the COSO. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express opinions on management’s assessment and on the effectiveness of the Company’s internal control over financial reporting based on our audit. We conducted our audit of internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. An audit of internal control over financial reporting includes obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we consider necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable

Novell annual report 2006 121

assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/  Pricewaterhousecoopers LLP

Boston, Massachusetts

May 25, 2007

122 Novell annual report 2006

REPORT OF ERNST & YOUNG LLP,
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders — Novell, Inc.

We have audited the accompanying consolidated statements of operations, stockholders’ equity, and cash flows (“financial statements”) of Novell, Inc. and subsidiaries (the Company) for the year ended October 31, 2004. Our audit also included the financial statement schedule listed in the Index at Item 15(a)(2) for the year ended October 31, 2004. These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, accounting principles used and significant estimates made by management and evaluating the overall financial statement presentation.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated results of operations and cash flows of Novell, Inc. and subsidiaries for the year ended October 31, 2004, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein for the year ended October 31, 2004.

/s/  Ernst & Young LLP

Boston, Massachusetts

November 16, 2004, except with respect

to the matter discussed in the second

paragraph of Note E relating to fiscal

year 2004, as to which the date is May 25,

2007

Novell annual report 2006 123

NOVELL, INC.

SELECTED CONSOLIDATED QUARTERLY FINANCIAL DATA

Unaudited

	First		Second			Third			Fourth
	Quarter		Quarter			Quarter			Quarter			Fiscal Year
	(In thousands, except per share data)
Fiscal Year Ended October 31, 2006
Net revenue	$	242,294	$	238,726		$	241,352		$	244,905		$	967,277
Gross profit		160,971		157,074			160,676			168,471			647,192
Income (loss) from continuing operations before taxes		14,231		8,220			(28,523	)		36,928			30,856
Income (loss) from continuing operations		4,230		3,242			(20,560	)		20,713			7,625
Income before cumulative effect of a change in accounting principle		1,865		3,342			(5,524	)		19,870			19,553
Net income		1,865		3,342			(6,421	)		19,870			18,656
Income (loss) from continuing operations per share, basic	$	0.01	$	0.01		$	(0.06	)	$	0.06		$	0.02
Income (loss) from continuing operations per share, diluted	$	0.01	$	0.01		$	(0.06	)	$	0.06		$	0.02
Net income per common share, basic	$	0.00	$	0.01		$	(0.02	)	$	0.06		$	0.05
Net income per common share, diluted	$	0.00	$	0.01		$	(0.02	)	$	0.05		$	0.05
Fiscal Year Ended October 31, 2005
Net revenue	$	246,079	$	253,144		$	252,382		$	287,618		$	1,039,223
Gross profit		159,761		161,095			167,736			198,565			687,157
Income (loss) from continuing operations before taxes		452,071		(1,308	)		7,429			(241	)		457,951
Income (loss) from continuing operations		393,326		(16,928	)		560			(5,667	)		371,291
Net income (loss)		395,161		(15,627	)		2,140			(4,952	)		376,722
Income (loss) from continuing operations per share, basic	$	1.03	$	(0.05	)	$	0.00		$	(0.02	)	$	0.97
Income (loss) from continuing operations per share, diluted	$	0.90	$	(0.05	)	$	0.00		$	(0.02	)	$	0.85
Net income (loss) per common share, basic	$	1.04	$	(0.04	)	$	0.01		$	(0.01	)	$	0.98
Net income (loss) per common share, diluted	$	0.90	$	(0.04	)	$	0.00		$	(0.01	)	$	0.86

Item 9.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None

Item 9A.   Controls and Procedures

Effectiveness of Disclosure Controls and Procedures.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective such that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow

124 Novell annual report 2006

timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Management’s Annual Report on Internal Control over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act as a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

•  pertain to the maintenance of records that in reasonable detail accurately and fairly reflect transactions and dispositions of our assets;

•  provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

•  provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of our internal control over financial reporting as of October 31, 2006 using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on this assessment using those criteria, our management concluded that, as of October 31, 2006, our internal control over financial reporting was effective. Our management’s assessment of the effectiveness of our internal control over financial reporting as of October 31, 2006 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears under Item 8.

Changes in Internal Control Over Financial Reporting.

No change in our internal control over financial reporting occurred during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. As a result of our self-initiated, voluntary review of our historical stock-based compensation practices and the related potential accounting impact for the period from November 1, 1996 through October 31, 2006 as described in more detail in Note C of our consolidated financial statements contained in this report, we have implemented improvements to our processes for granting stock-based compensation and plan to implement additional improvements.

Item 9B.  Other Information

None

Novell annual report 2006 125

PART III

Item 10.   Directors and Executive Officers of Registrant

Directors of the Registrant

The principal occupation and business experience during the past five years of, and certain other information with respect to, each of our eleven directors is set forth below. There are no family relationships among the members of our Board of Directors, or between any of the executive officers and any members of our Board of Directors.

Albert Aiello
Director since 2003

Mr. Aiello, age 64, is Managing Director of Albert Aiello & Associates, a strategic technology management consulting company he founded in February 2003. Prior to that, Mr. Aiello served as Global Chief Information Officer of Lend Lease Corporation, a financial and construction management company, from January 1998 to December 2002, and as a member of its board of directors from May 1998 to December 2002. Mr. Aiello was the Chief Information Officer for Fidelity Investments, a financial management company, from April 1990 to December 1997. Mr. Aiello was also Chairman of the Board of the Software Productivity Consortium from December 1999 to December 2000. Mr. Aiello has also served as a member of the board of directors of CoolSavings, Inc.

Fred Corrado
Director since 2002

Mr. Corrado, age 67, served as Vice Chairman of the Board of Directors and Chief Financial Officer of The Great Atlantic & Pacific Tea Company, Inc., a food retailer, from October 1992 until February 2002. Mr. Corrado is also a director of the New Jersey Performing Arts Center, a non-profit organization.

Richard L. Crandall
Director since 2003

Mr. Crandall, age 63, is a founding Managing Director of Arbor Partners, a high technology venture capital firm, a position he has held since November 1997. Mr. Crandall also serves as the chairman of the Enterprise Software Roundtable, an organization of the senior corporate leadership of the 35 largest software companies, which he founded in July 1994. Mr. Crandall served as the Chairman of Giga Information Systems, a research and consulting firm, from July 2002 until February 2003, and was a board member and special advisor of Giga from its founding in April 1996 until February 2003. Prior to that, Mr. Crandall was a founder of Comshare, Inc., a decision support software company, and served as its Chief Executive Officer from April 1970 until April 1994 and its Chairman from April 1994 until April 1997. Mr. Crandall is also a director of Diebold, Inc., and the Dreman/Claymore Dividend & Income Fund, a management investment company.

Ronald W. Hovsepian
Director since 2006

Ronald W. Hovsepian, age 46, has served as one of our directors and as our President and Chief Executive Officer since June 2006. Mr. Hovsepian served as our President and Chief Operating Officer from October 2005 to June 2006. From May 2005 to November 2005, Mr. Hovsepian served as Executive Vice President and President, Worldwide Field Operations. Mr. Hovsepian joined us in June 2003 as President, Novell North America. Before coming to Novell, Mr. Hovsepian was a Managing Director with Bear Stearns Asset Management, a technology venture capital fund, from February to December 2002. From March 2000 to February 2002, Mr. Hovsepian served as Managing Director for Internet Capital Group, a venture capital firm. Prior to that, Mr. Hovsepian served in a number of executive positions with International Business Machines Corporation over an approximate 17-year period. Mr. Hovsepian is also chairman of the board of directors of Ann Taylor Corporation.

126 Novell annual report 2006

Patrick S. Jones
Director since 2007

Patrick S. Jones, age 62, has been a private investor since March 2001. Mr. Jones was the Senior Vice President and Chief Financial Officer of Gemplus International S.A., a provider of solutions empowered by smart cards from 1998 to 2001 and Vice President Finance, Corporate Controller for Intel from 1992 to 1998. Prior to that, he served as Chief Financial Officer of LSI Logic. Mr. Jones is also a director of Genesys S.A. and Lattice Semiconductor Corporation.

Claudine B. Malone
Director since 2003

Ms. Malone, age 71, has been the President and Chief Executive Officer of Financial and Management Consulting Inc., a consulting firm, since 1984. Ms. Malone served as a visiting professor at the Colgate-Darden Business School of the University of Virginia from 1984 to 1987, an adjunct professor of the School of Business Administration at Georgetown University from 1982 to 1984, and an assistant and associate professor at the Harvard Graduate School of Business Administration from 1972 to 1981. Ms. Malone also serves on the boards of Hasbro, Inc. and Aviva Life Insurance Company.

Richard L. Nolan
Director since 1998

Mr. Nolan, age 67, is the William Barclay Harding Professor of Management of Technology, emeritus, Harvard Business School, an institution of higher education, a professorship he was awarded in September 1991. Mr. Nolan has also been the Philip M. Condit Professor of Business Administration at the University of Washington since September 2003. Mr. Nolan served as Chairman and Chief Executive Officer of Nolan, Norton and Company, an information technology management consulting company, from 1977 until the company was acquired by KPMG LLP in 1987. Mr. Nolan then served as Chairman of Nolan, Norton and Company and Partner of KPMG from 1987 to 1991.

Thomas G. Plaskett
Director since 2002

Mr. Plaskett, age 63, has served as Chairman of Fox Run Capital Associates, a private merchant banking and consulting firm focusing on advisory and consulting services for emerging companies, from October 1991 to the present. Additionally, Mr. Plaskett served as the Chairman of Probex Corporation, an energy technology company, from November 1999 until December 2000 and as its President and CEO from November 1999 to August 2000. Mr. Plaskett served as Vice Chairman of Legend Airlines, Inc., an airline, from June 1997 until February 2001 and as its Executive Vice President from September 1999 to February 2001. Mr. Plaskett also served as the Chairman of Greyhound Lines, Inc., a transportation company, from March 1995 until March 1999. Mr. Plaskett is also a director of Alcon, Inc. and RadioShack Corporation and is chairman of the board of directors of Platinum Research Organization, Inc.

John W. Poduska, Sr., Sc.D.
Director since 2001

Dr. Poduska, age 69, was the Chairman of Advanced Visual Systems, Inc., a provider of visualization software, from January 1992 to December 2001. From December 1989 until December 1991, Dr. Poduska was President and Chief Executive Officer of Stardent Computer, Inc., a computer manufacturer. From December 1985 until December 1989, Dr. Poduska was founder, Chairman and Chief Executive Officer of Stellar Computer, Inc., a computer manufacturer and the predecessor of Stardent Computer, Inc. Prior to founding Stellar Computer, Inc., Dr. Poduska founded Apollo Computer Inc. and Prime Computer Inc. Dr. Poduska is also a director of Anadarko Petroleum Corporation and Safeguard Scientifics, Inc.

Novell annual report 2006 127

James D. Robinson, III
Director since 2001

Mr. Robinson, age 71, is co-founder and General Partner of RRE Ventures and Chairman of RRE Investors, LLC, private information technology venture investment firms, and has held those positions since 1994. He has also been President of J.D. Robinson Inc., a strategic advisory firm, since 1993. Mr. Robinson previously served as Chairman and Chief Executive Officer of American Express Company, a financial services company, from 1977 to 1993. Mr. Robinson is non-executive chairman of Bristol-Myers Squibb Company, and a director of The Coca-Cola Company and First Data Corporation.

Kathy Brittain White
Director since 2003

Ms. White, age 57, has served as President and Founder of Rural Sourcing, Inc., an organization aimed at developing information technology employment in rural communities, since January 2004. Ms. White also serves as President of the Horizon Institute of Technology, a foundation supporting technology outreach initiatives in the Arkansas delta, since founding it in 2002. Ms. White served as Executive Vice President and Chief Information Officer for Cardinal Health, Inc., a provider of medical products and services, from February 1999 until March 2003. Prior to that, Ms. White served as Senior Vice President and Chief Information Officer with Allegiance Healthcare, Inc., a provider of medical products and services, from 1996 until its acquisition by Cardinal in February 1999. Ms. White was also an associate professor at the University of North Carolina, Greensboro for ten years. Ms. White is a director of Mattel, Inc.

Executive Officers of the Registrant

Set forth below (as of May 25, 2007) are the names, ages, and titles of the persons currently serving as our executive officers.

Name	Age		Position
Ronald W. Hovsepian		46	President and Chief Executive Officer
Dr. Jeffrey Jaffe		52	Executive Vice President and Chief Technology Officer
Tom Francese		57	Executive Vice President, Worldwide Sales
Alan J. Friedman		59	Senior Vice President, People
Joseph A. LaSala, Jr		52	Senior Vice President, General Counsel and Secretary
Colleen O’Keefe		51	Senior Vice President of Services
John Dragoon		47	Senior Vice President and Chief Marketing Officer
Dana C. Russell		45	Senior Vice President and Chief Financial Officer

Ronald W. Hovsepian

Ronald W. Hovsepian has served as one of our directors and as our President and Chief Executive Officer since June 2006. Mr. Hovsepian served as our President and Chief Operating Officer from October 2005 to June 2006. From May 2005 to November 2005, Mr. Hovsepian served as Executive Vice President and President, Worldwide Field Operations. Mr. Hovsepian joined us in June 2003 as President, Novell North America. Before coming to Novell, Mr. Hovsepian was a Managing Director with Bear Stearns Asset Management, a technology venture capital fund, from February to December 2002. From March 2000 to February 2002, Mr. Hovsepian served as Managing Director for Internet Capital Group, a venture capital firm. Prior to that, Mr. Hovsepian served in a number of executive positions with International Business Machines Corporation over an approximate 17-year period. Mr. Hovsepian is also chairman of the board of directors of Ann Taylor Corporation.

128 Novell annual report 2006

Dr. Jeffrey Jaffe

Dr. Jeffrey Jaffe, Novell’s Executive Vice President and Chief Technology Officer, joined Novell in November 2005. From October 2001 to October 2005 Dr. Jaffe served as President of Bell Labs Research and Advanced Technologies. Prior to that, Dr. Jaffe held a variety of technical and management positions with IBM, most recently serving as general manager of IBM’s SecureWay business unit, where he was responsible for IBM’s security, directory, and networking software business.

Tom Francese

Tom Francese has served as Novell’s Executive Vice President, Worldwide Sales since October 2006 and as President, Novell EMEA since joining Novell in October 2005. Prior to joining Novell, Mr. Francese held numerous executive sales positions with IBM over a 30-year period, except for February 2000 to June 2000 during which he served as a Managing Director of Deutsche Bank with responsibilities in information technology.

Alan J. Friedman

Alan J. Friedman became Senior Vice President, People in July 2001 in connection with Novell’s acquisition of Cambridge Technology Partners (“Cambridge”). Mr. Friedman served as Cambridge’s Senior Vice President of Human Resources, Enterprises Learning and Knowledge Management from January 2000 to July 2001, and had joined Cambridge in December 1999 as Vice President of Learning and Knowledge Management. Prior to joining Cambridge, Mr. Friedman was Senior Vice President of Human Resources for Arthur D. Little, Inc., a consulting firm, from June 1993 to December 1999.

Joseph A. LaSala, Jr.

Joseph A. LaSala, Jr. became Senior Vice President, General Counsel and Secretary of Novell in July 2001 in connection with Novell’s acquisition of Cambridge. From March 2000 to July 2001, Mr. LaSala served as Senior Vice President, General Counsel and Secretary of Cambridge. Prior to joining Cambridge, Mr. LaSala served as Vice President, General Counsel and Secretary of UPR from January 1996 to March 2000. Mr. LaSala is a member of the board of directors of Buckeye GP LLC, the general partner of Buckeye Partners, L.P.

Colleen O’Keefe

Colleen O’Keefe joined Novell in December 2006 as Novell’s Senior Vice President of Services to oversee Novell’s global technical support group, which provides onsite and remote support services, outsourced IT management services and global training services to customers. Prior to joining Novell, from September 2002 to November 2006, Ms. O’Keefe held several positions at NCR Corporation, including Vice President and General Manager, Payment Solutions Division, vice president of Global Managed Services for NCR’s Worldwide Customer Services division and vice president of Global Customer Care. From September 1999 to March 2002, she served as senior vice president, Customer Services, at Global Crossing. In addition, Ms. O’Keefe served in a number of positions in the telecommunications industry, including 18 years at Southern New England Telephone and two years at AT&T.

John Dragoon

John Dragoon has served as Novell’s Senior Vice President and Chief Marketing Officer since March 2006. Mr. Dragoon joined Novell in October 2003 as Vice President, Worldwide Field Marketing. Prior to joining Novell, from April 2002 to September 2003 Mr. Dragoon was the senior vice president of marketing and product management at Art Technology Group, a provider of Internet commerce, service, and marketing solutions and from April 2001 to March 2003 served as vice president, operations, of Internet Capital Group, a venture capital firm. Prior to his tenure at Internet Capital Group, Mr. Dragoon served in a number of sales and marketing positions at IBM from 1984 to 2000.

Dana C. Russell

Dana C. Russell has served as Novell’s Senior Vice President and Chief Financial Officer since February 2007. Prior to that, Mr. Russell served as Novell’s Vice President and interim Chief Financial Officer from June 2006 to February 2007, and as Vice President of Finance from March 2000 to June 2006. He served as the Corporate

Novell annual report 2006 129

Controller from June 2003 to June 2006, and was also the Treasurer from December 2005 to June 2006. Mr. Russell joined Novell in 1994. Prior to joining Novell, Mr. Russell worked at Price Waterhouse in Salt Lake City. He is a CPA licensed in the State of Utah.

About the Board of Directors and its Committees

Board of Directors

We are managed under the direction of the Board of Directors, whose purpose is to maximize long-term economic value for our stockholders by responsibly addressing not only their concerns, but also those of our customers, employees, business partners, the communities and governments where we have operations and do business, and the public at large. In fulfilling its duties, the Board of Directors and its committees oversee corporate governance, oversee and advise management in developing our financial and business goals, evaluate management’s performance in pursuing and achieving those goals, and oversee our public disclosures and the disclosure processes. Our Statement on Corporate Governance sets forth the duties and responsibilities of the Board of Directors, criteria for the constitution of, membership on, and the procedures for and required meetings of the Board of Directors and other corporate governance matters. This Statement is available on our website at http://www.novell.com/company/ir/cg/ through the Corporate Governance page.

Independence

There are eleven directors on our Board of Directors. The Board of Directors has determined that eight of its eleven directors are “independent” as defined by the listing standards of The Nasdaq Stock Market currently in effect and approved by the SEC and all applicable rules and regulations of the SEC. These eight directors are: Albert Aiello, Fred Corrado, Patrick Jones, Richard L. Nolan, Claudine B. Malone, Thomas G. Plaskett, John W. Poduska, Sr. and Kathy Brittain White. The Board of Directors has also determined that the foregoing eight directors, except Richard L. Crandall, also meet the “outside director” standard for purposes of Rule 162(m) of the Internal Revenue Code of 1986, as amended. All members of the Audit, Compensation and Corporate Governance Committees satisfy the “independence” or “outside directorship” standards applicable to members of each such committee.

130 Novell annual report 2006

Board Committees

The following provides an overview of the membership and responsibilities of all of the committees of the Board of Directors.

Audit Committee

Fred Corrado, Chairperson	• Oversee accounting and financial reporting processes and audits of the financial statements
Albert Aiello	— review judgments and decisions affecting financial statements
Richard L. Crandall	— review all financial data to be released
Patrick S. Jones	• Monitor compliance with applicable laws and regulations and review significant cases of misconduct
Claudine B. Malone	• Oversee internal control over financial reporting
	• Oversee disclosure controls and procedures
	• Oversee implementation of the Code of Business Ethics
	• Oversee our initiatives in connection with Section 404 of the Sarbanes-Oxley Act of 2002 to (i) establish and maintain an adequate internal control structure and procedures for financial reporting and (ii) assess the effectiveness of such internal control structure and procedures.
	• Oversee our investment policies, controls, and procedures, and portfolio performance
	• Oversee internal audit function
	• Oversee independent auditors
	— appoint and approve compensation
	— pre-approve permitted services
	— evaluate performance
	— monitor independence

In addition to the above functions, the Audit Committee has adopted procedures for its receipt, retention, and treatment of concerns and complaints regarding accounting, internal controls, or auditing matters. The Audit Committee has established an online reporting tool located at www.novell.com/ethics/index.jsp, accessible through the Corporate Governance page, for the submission of such concerns by stockholders, employees and members of the public. All submissions may be made completely anonymously. The Audit Committee encourages, but does not require, that anyone making a submission supply his or her contact information to facilitate follow-up, clarification and assistance with investigation of the concern or complaint. We do not permit retaliation or discrimination of any kind against employees for any complaints submitted in good faith.

The Board of Directors has adopted a written charter for the Audit Committee. A current copy of the Audit Committee Charter is available on our website at http://www.novell.com/company/ir/cg/ through the Corporate Governance page.

Financial Expertise

The Board of Directors has determined that four of the members of the Audit Committee, Mr. Corrado, Mr. Crandall, Mr. Jones and Ms. Malone, possess the attributes to be considered financially sophisticated for purposes of the listing standards of The Nasdaq Stock Market and have the background to be considered “audit committee financial experts” as defined by the rules and regulations of the SEC.

Novell annual report 2006 131

Compensation Committee

John W. Poduska, Sr. Chairperson	• Establish overall compensation philosophies
	• Evaluate management performance and development
Richard L. Nolan
	• Recommend performance evaluation and compensation for CEO to Board
Claudine B. Malone
	• Set compensation for executives
Thomas G. Plaskett
	— consider industry benchmarks
	— establish and administer performance goals
	• Establish compensation program for employees
	• Recommend director compensation to Corporate Governance Committee and Board
	• Administer employee benefit and incentive plans
	• Administer stock option and other equity-based plans
	• Oversee succession planning
	• Review management development policies

A current copy of the Compensation Committee Charter is available on our website at http://www.novell.com/company/ir/cg/ through the Corporate Governance page.

Corporate Governance Committee

Thomas G. Plaskett, Chairperson	• Establish criteria for the selection of directors and recommend Board nominees
John W. Poduska, Sr.	— conduct searches for prospective directors
Kathy Brittain White	— review candidates recommended by stockholders
	• Recommend committee membership
	• Oversee corporate governance
	— review committee charters
	— review codes of ethics for executives, employees and directors
	• Monitor director independence
	• Review and approve all transactions between us and our directors and executive officers
	• Oversee board and committee evaluation and development
	• Recommend director compensation to the Board

A current copy of the Corporate Governance Committee Charter is available on our website at http://www.novell.com/company/ir/cg/ through the Corporate Governance page.

Technology Committee

Rickard L. Nolan, Chairperson	• Oversee our product strategy and roadmap
Albert Aiello	• Oversee internal IT projects
John W. Poduska, Sr.	• Monitor the effectiveness of IT security and disaster recovery capabilities
James D. Robinson, III	• Monitor the quality and effectiveness of IT systems and processes that relate to or affect the Company’s internal control systems
Kathy Brittain White	• Advise the Board of Directors on technology related matters

132 Novell annual report 2006

The Board of Directors believes that information technology is critical in how corporations run their businesses and that boards of directors need to take an active role in understanding and overseeing the technological initiatives of their corporations in order to effectively oversee risk management, monitor internal controls, and promote effective communication among employees. The charter of the Technology Committee is available on our website at http://www.novell.com/company/ir/cg/through the Corporate Governance page.

Option Grant Committee

Ronald W. Hovsepian • Make discretionary grants of stock options, restricted stock and restricted stock units to non-executive employees eligible to participate in our employee equity plans.

Meetings of the Board of Directors and Board Committees

During fiscal 2006, the Board of Directors held eleven meetings, the Audit Committee held fourteen meetings, the Compensation Committee held five meetings, the Corporate Governance Committee held four meetings, the Technology Committee held four meetings, and the Option Grant Committee acted entirely by written consent. During the last fiscal year, each current director attended at least 75% of the meetings of the Board of Directors and the committees on which he or she then served.

Our policy on director attendance at annual meetings calls for directors to be invited but not required to attend our annual meetings of stockholders. In 2006, one director attended the annual meeting.

Bylaw Amendments regarding Director Nomination Process

On April 10, 2007, our Board of Directors approved amendments to Article II, Section 2.11 and Article III, Section 3.13 of the Bylaws revising the deadlines for submission of stockholder proposals for company stockholder meetings. Prior to the recent amendments, our Bylaws required a stockholder to deliver notice of intention to make director nominations or propose other business for consideration in a stockholders’ meeting no later than 90 days prior to the first anniversary of the date of the first mailing to stockholders of the prior year’s proxy statement. The revised Bylaws provide that, in the event that no annual meeting was held in the prior year or if the date of the annual meeting is more than thirty (30) days before or more than thirty (30) days after the anniversary date of the prior year’s annual meeting, notice must be received by our corporate secretary not earlier than 120 days prior to the annual meeting and not later than either (i) 90 days prior to the date of the annual meeting or (ii) ten days following the first public announcement of the meeting date, whichever comes last.

The amended bylaws were effective as of April 10, 2007.

Codes of Ethics

We have adopted two codes of ethics, each designed to encourage our employees, executives and directors to act with the highest integrity.

Code of Business Ethics.  We review and update our Code of Business Ethics annually (the “Code”). The purpose of the Code is to convey the basic principles of business conduct expected of all our executives and employees, including our Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer, Controller, and other senior financial personnel performing similar functions. We require each of these persons to review the Code at least once a year and to submit a report to the our Ethics Officer (i) stating that he or she has read and understands the Code, (ii) reporting any conflicts of interest he or she may have, (iii) agreeing to comply with all of our policies, and (iv) reporting any suspected violations of the Code or our policies referenced in the Code by him or her or other employees. In support of the Code, we have provided our employees with numerous avenues for the reporting of ethics violations or other similar concerns, including the required employee reports and an anonymous telephone hotline. The Audit Committee monitors the implementation and enforcement of the Code. The Code meets the definition of “code of ethics” under the rules and regulations of the SEC and is posted on our website at http://www.novell.com/company/ir/cg/ through the Corporate Governance page.

Novell annual report 2006 133

Non-Employee Director Code of Ethics.  The Board of Directors has established the Non-Employee Director Code of Ethics (the “Director Code”). The Director Code sensitizes directors on areas of ethical risk relating to their specialized roles, provides guidance to help directors recognize and deal with ethical issues, provides mechanisms for directors to report unethical conduct, and fosters among directors a culture of honesty and accountability. Each director is required to review the Director Code at least once a year and to submit a report (i) stating that he or she has read and understands the Director Code, (ii) reporting any conflicts of interest he or she may have, (iii) agreeing to comply with the Director Code, and (iv) reporting any suspected violations of the Director Code. A copy of the Director Code may be found at www.novell.com/company/ir/cg/ through the Corporate Governance page.

Section 16(a) Beneficial Ownership Reporting Company

Section 16(a) of the Securities Exchange Act of 1934 requires our directors, executive officers and any persons who beneficially own more than 10% of our common stock to send reports of their ownership of shares of common stock and changes in ownership to us and the SEC. Based on our records and information that we received during this fiscal year, we believe that during fiscal 2006 all of such reporting persons complied with all Section 16(a) reporting requirements applicable to them, except that Mr. Messman, a former director and chief executive officer, reported one Form 4 transaction late.

Item 11.   Executive Compensation

Summary Compensation Table

The table below shows, for the last three fiscal years, compensation paid to our current Chief Executive Officer, our former Chief Executive Officer and the four other most highly compensated executive officers during fiscal 2006 (based on salary and bonus) serving at fiscal year end. We refer to all of these officers as the “Named Executive Officers.”

									Long-Term Compensation Award
			Annual Compensation(1)						Restricted		Securities
							Other Annual		Stock		Underlying		All Other
	Fiscal		Salary		Bonus		Compensation		Awards		Options		Compensation
Name and Principal Position	Year		($)		($)(2)		($)(3)		($)(4)		(#)		($)(5)
Jack L. Messman(6)		2006	$	608,389	$	—	$	9,488	$	1,287,000		600,000	$	5,741,244
Former Chief Executive Officer		2005	$	950,150	$	625,000	$	171,826		—		1,551,528	$	83,383
		2004	$	950,037	$	987,026	$	77,013		—		848,500	$	43,062
Ronald Hovsepian		2006	$	786,440	$	—		—	$	501,848		237,005	$	92,187
President and Chief		2005	$	500,020	$	416,000		—	$	2,256,000		575,000	$	32,815
Executive Officer		2004	$	500,020	$	575,000		—		—		137,000	$	27,759
Dr. Jeffrey M. Jaffe(6)		2006	$	417,708	$	729,000	$	120,346	$	843,320		331,325	$	15,401
Executive Vice President, Chief Technology Officer
Thomas Francese(6)		2006	$	450,017	$	341,000	$	321,133		—		—	$	6,900
Executive Vice President,		2005	$	37,501	$	300,000		—	$	747,000		200,000		—
Worldwide Sales
Joseph A. LaSala, Jr.		2006	$	355,014	$	350,000		4,337	$	169,993		80,275	$	45,145
Senior Vice President,		2005	$	352,627	$	161,000	$	3,073		—		163,319	$	25,672
General Counsel and Secretary		2004	$	340,015	$	262,548	$	6,740		—		137,500	$	14,047
Susan Heystee(6)		2006	$	460,005	$	184,000		—	$	291,410		137,615		—
President, Novell Americas		2005	$	457,067	$	50,415		—		—		280,000		—

(1)	Compensation deferred at the election of the executive, pursuant to the our Retirement and Savings Plan, the Deferred Compensation Plan, and the Stock-Based Deferred Compensation Plan, is included in the year earned.
(2)	Cash bonuses for services rendered in fiscal 2006, 2005 and 2004 have been listed in the fiscal year earned, although most bonuses were paid after the end of the applicable fiscal year. Pursuant to Mr. Hovsepian’s

134 Novell annual report 2006

employment arrangement, 50% of his bonus for the first year of employment was guaranteed, and $250,000 of the bonus listed for 2004 was paid in satisfaction of that guarantee in June 2004.

(3)	No Named Executive Officer received perquisites in an amount greater than the lesser of (i) $50,000 or (ii) 10% of such Named Executive Officer’s total salary plus bonus, except for Mr. Messman in 2005 and 2004, Dr. Jaffe in 2006, and Mr. Francese in 2006. Amounts listed for Mr. Messman in 2006 and for Mr. LaSala represent reimbursement for the payment of taxes.
	Amounts for Mr. Messman in fiscal 2005 and fiscal 2004 include personal use of our corporate aircraft that was valued at $137,711 (valued at the incremental cost to the corporation) and $54,615 (valued using Standard Industry Fare Level (“SIFL”) rates from the U.S. Department of Transportation), respectively.
	The amount for Dr. Jaffe represents $75,000 in relocation expenses and $45,346 in reimbursement for the payment of taxes.
	The amount for Mr. Francese includes (i) a cash payment of $193,590 intended to compensate for a portion of housing, car, cost of living, continuation of his residence in Texas, and the storage of household goods, (ii) $56,410 in rent paid by Novell on behalf of Mr. Francese, (iii) $50,219 for travel for Mr. Francese and his family and storage of household goods, and (iv) $18,162 in reimbursement for the payment of taxes.
(4)	The dollar value of restricted common stock awards is calculated by multiplying the closing market price of our common stock on the date of grant, less the purchase price, by the number of shares awarded. Holders of such restricted common stock awards have the right to vote the shares and to receive cash dividends, if any. Any stock dividends that may be received will have the same vesting restrictions as the shares. The award to Ms. Heystee was an award of restricted common stock units (“RSU’s”). RSU’s are automatically converted to common stock upon vesting. Until conversion, the holders of RSU’s do not have any right to vote any underlying shares of common stock or to receive dividends.
	As of October 31, 2006, when the closing price of our common stock was $6.00, Mr. Hovsepian had 321,750 unvested shares with a fair market value of $1,898,325, Dr. Jaffe had 107,830 unvested shares with a fair market value of $636,197, Mr. Francese had 58,334 unvested shares with a fair market value of $344,171, Mr. LaSala had 20,070 unvested shares with a fair market value of $118,413, and Ms. Heystee had 44,405 unvested RSU’s that represented a fair market value of $261,990.
	One-half of the restricted stock grant in fiscal 2006 of 150,000 shares to Mr. Messman, 59,250 shares to Mr. Hovsepian, 7,830 shares to Dr. Jaffe, and 20,070 shares to Mr. LaSala will vest over four years on each annual grant date anniversary and one-half will vest based on the achievement of various operating profit targets. An additional restricted stock grant in fiscal 2006 of 100,000 shares to Dr. Jaffe will vest one-third on each of the first three annual anniversaries of the grant date. One half of the restricted stock grant in fiscal 2006 of 34,405 RSU’s to Ms. Heystee will vest over four years on each annual grant date anniversary and one half will vest based upon the achievement of various operating revenue targets. One half of the restricted stock grant in fiscal 2005 of 300,000 shares to Mr. Hovsepian will vest based on the achievement of various operating profit targets, and the other half will vest ratably on each of the first four annual anniversaries of the grant date. The restricted stock grant in fiscal 2005 of 100,000 shares to Mr. Francese will vest as follows: 50,000 shares will vest ratably on each of the first three annual anniversaries of the grant date, 25,000 shares will vest on the day that the average reported closing price of our common stock over the previous 30 consecutive trading days has been greater than or equal to $8.20, and 25,000 shares will vest on the day that the average reported closing price of our common stock over the previous 30 consecutive trading days has been greater than or equal to $9.42.
(5)	The stated amounts are our matching contributions to our 401(k) Retirement and Savings Plan, Deferred Compensation Plan, and Stock-Based Deferred Compensation Plan, except as follows:
	In September 2006, we adopted an amendment to our Flexible Time Off (“FTO”) program (vacation and sick days) to reduce the number of hours that may be carried over from year to year by immediately cashing out all accruals over 120 hours to bring accrued FTO for all employees to 120 hours and establishing additional caps on the number of hours that may be carried over in future years. The following persons received the following one-time payments pursuant to the amendment to the FTO program: Mr. Messman — $114,265; Mr. Hovsepian — $35,439; and Mr. LaSala — $23,212.

Novell annual report 2006 135

	Upon his termination in June 2006, Mr. Messman received a one-time payment of $114,265 to cash out his accrued but unused FTO.
	The following amounts reflect the dollar value of benefits related to life insurance: Mr. Messman — $6,000, $5,500 and $5,060 in fiscal years 2006, 2005 and 2004, respectively; and Mr. LaSala — $1,780, $1,680 and $1,580 in fiscal years 2006, 2005 and 2004, respectively. Messrs. Messman and LaSala have collaterally assigned these life insurance policies to us to secure the repayment to us of up to the entire amount of the premiums paid by us pursuant to these policies. These payments are in respect of split-dollar insurance arrangements that were entered into prior to the adoption of the Sarbanes-Oxley Act of 2002, and no new arrangements have been entered into since the adoption of the Act.
	The amount of $5,571,243 in 2006 was a severance benefit paid to Mr. Messman pursuant to his severance agreement.
(6)	Mr. Messman served as Chief Executive Officer until June 2006. Dr. Jaffe joined us as an executive officer in November 2005. Mr. Francese joined us as an executive officer in October 2005. Ms. Heystee became an executive officer in July 2005.

Stock Option Grants in Fiscal Year 2006

This table shows stock option grants during fiscal 2006 to the Named Executive Officers. We have not granted any stock appreciation rights to the Named Executive Officers.

	Individual Grants
	Number of			% of Total
	Securities			Options								Potential Realizable Value at
	Underlying			Granted to								Assumed Annual Rates of
	Options			Employees			Exercise					Stock Price Appreciation for Option Term(3)
	Granted			in Fiscal			Price		Expiration			5%		10%
Name	(#)(1)			Year(2)			($/Sh)		Date			($)		($)
Jack L. Messman		600,000	(4)(5)		7.07	%	$	8.71		12/21/2006	(5)	$	—	$	—
Ronald W. Hovsepian		237,005	(4)		2.79	%	$	8.71		12/12/2013		$	985,618	$	2,360,726
Dr. Jeffrey M. Jaffe		300,000	(6)		3.53	%	$	7.93		11/28/2013		$	1,135,867	$	2,720,598
		31,325	(4)		0.37	%	$	8.71		12/12/2013		$	130,269	$	312,018
Thomas Francese		—			—	%		—		—			—		—
Joseph A. LaSala, Jr.		80,275	(4)		0.95	%	$	8.71		12/12/2013		$	333,835	$	799,592
Susan Heystee		137,615	(4)		1.62	%	$	8.71		12/12/2013		$	572,291	$	1,370,736

(1)	All options shown in the table have exercise prices equal to the fair market value of our common stock on the date of grant and have the terms indicated. In the event of a change in control, as defined in our stock plans, except as otherwise determined by the Board of Directors prior to the occurrence of such change in control, all options shall become fully exercisable and vested and shall be terminated in exchange for a net cash payment. In the event of a merger involving us or the sale of substantially all of our assets that does not constitute a change in control, the acquiring company shall assume the unvested options. The Board of Directors can accelerate unvested options if the acquiring company does not assume the options. Each of the persons listed in the table has a severance agreement with us that may vary the treatment of these options in the event of a change in control. The plans provide for various methods of exercise. We currently allow for cash, cashier’s check or cashless exercise.
(2)	Options to purchase a total of approximately 8,487,998 shares were granted to employees in fiscal 2006.
(3)	Potential realizable value assumes the price of our common stock will appreciate at the annual rates shown. These rates are compounded annually from the date of grant until the end of the term of the option. The potential realizable value is calculated as:
	• the potential stock price per share at the end of the term based on the 5% and 10% assumed appreciation rates,
	• less the exercise price per share,
	• times the number of shares subject to the option.

136 Novell annual report 2006

	These numbers are calculated based on the requirements of the SEC and do not reflect our estimate of future common stock price growth. Actual gains, if any, on stock option exercises and common stock holdings are dependent on, among other things, the timing of such exercise and the future performance of our common stock. There is no assurance that the rates of appreciation assumed in this table can be achieved or that the amounts reflected will be received by the individuals.
(4)	Half of the shares subject to this option become vested and exercisable based on timing requirements, with 25% of this half of the option becoming exercisable on the first annual anniversary of the date of grant, and an additional 2.0833% of this half of the option becoming vested and exercisable on each succeeding monthly anniversary of the date of grant, so that this half of the option will be fully vested on the fourth annual anniversary of the date of grant. The other half of the shares subject to this option will vest based on the achievement of various operating revenue targets.
(5)	Pursuant to our severance agreement with Mr. Messman, 112,500 of the shares subject to this option became immediately vested and exercisable upon the termination of his employment on June 21, 2006 and subsequently expired unexercised six months after termination on December 21, 2006. The remaining 487,500 shares subject to this option expired upon the termination of Mr. Messman’s employment on June 21, 2006.
(6)	One-third of the shares subject to this option become vested and exercisable based on timing requirements with 25% of this one-third of the options becoming exercisable on the first annual anniversary of the date of grant, with an additional 2.0833% of such portion becoming vested and exercisable on each succeeding monthly anniversary of the date of grant, so that this one-third of the option will be fully vested on the fourth annual anniversary of the date of grant. Another one-third of the shares subject to this option will vest based on the achievement of various operating revenue targets. The final one-third of the shares subject to this option will vest based on the achievement of various operating profit targets.

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values

This table shows information regarding shares acquired and value realized upon exercise of stock options by the Named Executive Officers during fiscal 2006 and the number and value of options held at the end of fiscal 2006 by the Named Executive Officers.

					Number of Securities
					Underlying Unexercised				Value of Unexercised In-the-
	Shares		Value		Options at Fiscal Year				Money Options at Fiscal Year
	Acquired on		Realized		End(#)				End($)(2)
Name	Exercise (#)		($)(1)		Exercisable		Unexercisable		Exercisable		Unexercisable
Jack L. Messman		3,953,045	$	5,387,348		2,018,928		—	$	6,000	$	—
Ronald W. Hovsepian		—		—		791,145		657,860	$	1,330,000	$	—
Dr. Jeffrey M. Jaffe		—		—		—		331,325	$	—	$	—
Thomas Francese		—		—		75,000		125,000	$	—	$	—
Joseph A. LaSala, Jr.		—		—		587,606		216,488	$	749,553	$	15,068
Susan Heystee		—		—		203,957		283,658	$	14,250	$	21,750

(1)	Value realized on exercise is calculated as:
	• the fair market value of our common stock on the date of exercise,
	• less the option exercise price per share,
	• times the number of shares subject to the options exercised.
(2)	Value of unexercised in-the-money options is calculated as:
	• the fair market value of our common stock on October 31, 2006 ($6.00 per share),
	• less the option exercise price per share,
	• times the number of shares subject to the options.

Novell annual report 2006 137

Director Compensation

The primary goal of our director compensation program is to support the achievement of our performance objectives and to attract and retain highly qualified directors. Compensation of our non-employee directors is as follows:

•  the annual retainer for the Chairman of the Board of Directors is $125,000;

•  the annual retainer for all other members of the Board of Directors is $50,000;

•  the annual retainer for service as chairperson of the Audit Committee is $20,000;

•  the annual retainer for service as chairperson of all other committees of the Board of Directors is $10,000;

•  fees for attendance at meetings of the Board of Directors are $1,500;

•  fees for attendance at committee meetings of the Board of Directors are $1,500; and

•  stock option grants as described below.

Our non-employee directors are reimbursed for their expenses incurred in attending meetings of the Board of Directors and its Committees.

Non-employee directors may elect to have all or a portion of their annual board retainer deferred through the purchase of common stock equivalents (“CSE’s”) and designate what date in the future such CSE’s will be paid out in shares of our common stock.

Subject to the vesting provisions described below, the annual board retainer payable to any non-employee director who elects to defer all or a portion of his annual board retainer shall be increased by an amount (such amount to be referred to as the “Match”) of up to 25% of such portion of the annual board retainer that is deferred through the purchase of CSE’s, provided that the Match shall be used solely to purchase additional CSE’s. The exact percentage of the Match shall be determined by the Compensation Committee. For the upcoming year, the Compensation Committee has determined that the Match will be 25%. The CSE’s purchased with Match funds shall be credited to a separate bookkeeping account from the CSE’s purchased with the annual board retainer. In the event that any non-employee director ceases to serve as a member of our Board of Directors prior to the third anniversary of such director’s purchase of any CSE’s with any given Match, all CSE’s purchased with each such Match shall be forfeited and such director shall no longer have any rights with respect to such Match or such CSE’s.

Upon the initial appointment of each non-employee director to the Board of Directors, such director will be granted options to purchase an aggregate of 50,000 shares of common stock, vesting 25% annually over four years. In addition, each incumbent non-employee director will receive an annual grant of an option to purchase an aggregate of 25,000 shares of common stock, vesting 50% annually over two years. Options will be granted either automatically pursuant to our Stock Option Plan for Non-Employee Directors (the “Director Plan”) or by the Compensation Committee pursuant to our 2000 Stock Plan. All options are non-statutory options, have an exercise price equal to the fair market value of our common stock on the date of grant and have a term of eight or ten years. Upon a change in control, options granted under the Director Plan become exercisable in full by a non-employee director if within one year of such change in control the non-employee director ceases for any reason to be a member of the Board of Directors. Under the 2000 Stock Plan, in the event of a change in control, the outstanding options may be assumed or substituted for by the successor corporation. If the successor corporation refuses to assume or substitute for the outstanding options, the options will fully vest and become fully exercisable. Upon retirement from the Board of Directors after the age 73, options granted under the Director Plan become fully vested. Upon retirement from the Board of Directors after the age of 65, the vesting of options granted under the 2000 Stock Plan is accelerated by one year. Upon resignation from the Board of Directors for any reason, directors have six months in which to exercise their vested options.

In May 2006, all non-employee directors were each granted options to purchase 25,000 shares of common stock with an exercise price of $8.22 per share per the annual grant to incumbent directors.

138 Novell annual report 2006

Novell had a Directors’ Charitable Award Program (the “Charitable Program”) for which all members of the Board of Directors were eligible, subject to vesting requirements. The Board of Directors terminated the Charitable Program with respect to all persons joining our Board of Directors after January 7, 2003, but has kept the program in place with respect to those persons who were directors on or prior to January 7, 2003. The Charitable Program is funded by life insurance policies purchased by us, which provide for a $1,000,000 death benefit to participating directors. Upon the death of a participating director, we will donate the proceeds of the $1,000,000 death benefit (paid in ten equal annual installments) to non-profit organizations recommended by the director. Individual directors derive no financial benefit from the Charitable Program since all available insurance proceeds and tax deductions accrue solely to us. The aggregate cost to us of the life insurance premiums paid during fiscal 2006 to fund the Charitable Program was $276,602.

Employment Contracts, Termination of Employment and Change-in-Control Arrangements

Ms. Heystee and Messrs. Hovsepian, Francese, Jaffe and LaSala are all party to employment arrangements with us that currently provide for annual base salaries of $400,000, $825,000, $500,000, $450,000, and $355,000, respectively. Ms. Heystee and Messrs. Hovsepian, Francese, Jaffe and LaSala are all eligible to participate in our Fiscal 2007 Annual Bonus Program for Executives that provides for the payment of bonuses if personal and corporate performance goals are met with annual target bonus of 50%, 125%, 125%, 100%, and 75% of base salary, respectively. They are all entitled to receive employee benefits made available to other employees and officers and their eligible dependents, such as health-care insurance, long-term disability insurance, short-term disability insurance, term life insurance coverage, accidental death and dismemberment coverage, and business travel accident insurance.

Pursuant to his offer letter and a related letter of understanding with us, Mr. Francese is also entitled to receive 100,000 shares of restricted common stock for $.10 per share, half of which vest over three years and half of which vest when certain performance goals are satisfied. Additionally, each year Mr. Francese is working in EMEA for Novell, he will receive (i) an annual cash allowance of $250,000 which is intended to compensate him for a portion of his expenses associated with housing, car, cost of living, continued maintenance of a residence in Texas, and the storage of his household goods, and (ii) reimbursement of up to $24,000 per year for the cost of family travel back to the United States. In the event Mr. Francese relocates to the United States for Novell, Novell will reimburse him up to $50,000 for the costs associated with such relocation.

Pursuant to his offer letter, Dr. Jaffe is also entitled to receive 100,000 shares of restricted common stock for $.10 per share, which vest over three years. Dr. Jaffe also received a lump sum after-tax cash payment equal to $75,000 to compensate him for relocating to Waltham, Massachusetts, with the entire before-tax cash value repayable if Novell terminates his employment for cause or he resigns within one year. Finally, Dr. Jaffe receives $20,000 per year for tax preparation and other expenses.

Each of Ms. Heystee and Messrs. Hovsepian, Francese, Jaffe and LaSala are, and Mr. Messman was, a party to a severance agreement with us. Generally, in the event of involuntary termination of an executive’s employment without a change in control, the agreements provide the following benefits paid by Novell: (i) payment of a multiple of the executive’s base salary; (ii) a prorated bonus for the year of termination; (iii) twelve months of continued health and dental coverage; (iv) accelerated vesting of that portion of the executive’s outstanding stock options, if any, that would have vested within the one year period following the date of executive’s termination; (v) accelerated vesting of the portion of the executive’s outstanding restricted common stock, if any, that would have vested within the one year period from the date of executive’s termination; and (vi) reimbursement for outplacement benefits that are actually provided, not to exceed 20% of the executive’s base salary. The multiples referred to in (i) above for the Named Executive Officers are as follows: Mr. Messman — two times; and Ms. Heystee and Messrs. Hovsepian, Francese, Jaffe and LaSala — one and one half times. Additionally, Mr. Messman was eligible to receive an amount equal to two times his target bonus.

The severance agreements also provide that in the event of an involuntary termination in connection with a change in control, the executive will receive the following benefits paid by us: (i) payment of a multiple of the executive’s base salary and target bonus; (ii) a prorated bonus for the year of termination; (iii) a certain number of months of continued health and dental coverage; (iv) a lump sum cash payment of what we would have paid as

Novell annual report 2006 139

matching contributions under our 401(k) plan for a certain number of months after the executive’s termination date; (v) a lump sum cash payment of what we would have paid as premiums under the executive’s split-dollar life insurance policy, if any, for a certain number of months after the executive’s termination date; (vi) payment of certain legal fees; (vii) outstanding restricted common stock, if any, and other equity rights, if any, will become fully vested; (viii) outstanding stock options, if any, will become fully vested; (ix) a lump sum payment equal to 20% of the executive’s base salary which may be used to cover the costs of outplacement assistance; and (x) if the payments provided to the executive exceed the amount that triggers the excise tax under section 4999 of the Tax Code by more than 10%, the payments will be grossed-up. The multiples and total number of months for health and dental insurance coverage, 401(k) plan matching contributions and life insurance premiums for each Named Executive Officer are as follows:

Mr. Messman — three times and 36 months; and Ms. Heystee and Messrs. Hovsepian, Francese, Jaffe and LaSala — two times and 24 months. Additionally, all of the severance agreements contain non-competition and non-solicitation provisions.

Prior to the termination of his employment in June 2006, Mr. Messman was a party to an employment agreement with us that provided for an annual base salary of $950,000, an annual target bonus of 143% of his base salary, employee benefits made available to our employees and officers and their eligible dependents, such as health-care insurance, long-term disability insurance, short-term disability insurance, term life insurance coverage, accidental death and dismemberment coverage, and business travel accident insurance for the benefit of Mr. Messman. Upon the termination of his employment, Mr. Messman received severance benefits pursuant to the provisions of the severance agreement described above relating to involuntary termination without a change in control.

Item 12.   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Equity Compensation Plan Information

The following table provides information regarding the aggregate number of shares of our common stock to be issued under all of our stock option and equity-based plans upon exercise of outstanding options, warrants and other rights and their weighted-average exercise price as of October 31, 2006. Material features of the 2000 Nonqualified Stock Option Plan and the Novell/SilverStream 2001 Stock Option Plan, which plans were not approved by stockholders, are described in Note U to the Consolidated Financial Statements filed as part of our Annual Report on Form 10-K for the year ended October 31, 2006.

	Number of
	Securities to
	be Issued Upon				Number of Securities
	Exercise				Remaining Available for
	of Outstanding		Weighted-Average		Future Issuance Under
	Options,		Exercise Price of		Equity Compensation Plans
	Warrants and		Outstanding Options,		(Excluding Securities
Plan Category	Rights (a)		Warrants and Rights (b)		Reflected in Column (a))(c)
Equity compensation plans approved by security holders		31,898,842	$	5.78		23,141,079
Equity compensation plans not approved by security holders		10,758,447	$	7.77		12,828,520
Total		42,657,289	$	6.28		35,969,599

140 Novell annual report 2006

SHARE OWNERSHIP BY PRINCIPAL STOCKHOLDERS, DIRECTORS AND MANAGEMENT

This table shows, as of April 30, 2007, how many shares of our common stock are beneficially owned by stockholders who have reported or are known by us to have beneficial ownership of more than five percent of our common stock, our directors, our named executive officers and our executive officers as a group. There were 346,742,418 shares of common stock outstanding on April 30, 2007.

	Number of
	Outstanding							Total Shares		Percent of
	Shares			Right to		Restricted		Beneficially		Outstanding
Name	Owned(1)			Acquire(2)		Stock(3)		Owned		Shares
Capital Research & Management Co.(4)		21,656,800			—		—		21,656,800		6.25	%
333 South Hope Street
Los Angeles, CA 90071-1406
Columbia Wanger Asset Management, L.P.(5)		24,424,600			—		—		24,424,600		7.04	%
227 West Monroe Street — 3000
Chicago, IL 60606-5018
OppenheimerFunds, Inc.(6)		23,179,009			—		—		23,179,009		6.68	%
Two World Financial Center 225 Liberty Street, 14th Floor New York, NY 10281-1008
Ziff Asset Management, L.P.(7)		20,388,664			—		—		20,388,664		5.88	%
350 Park Avenue, 11th Floor New York, NY 10022
Albert Aiello		24,000			137,500		—		161,500		*
Fred Corrado		16,000			137,500		—		153,500		*
Richard L. Crandall		24,100			87,500		—		111,600		*
Ronald W. Hovsepian		101,496			912,916		314,344		1,328,756		*
Patrick Jones		—			—		—		—		—
Claudine B. Malone		19,500			87,500		—		107,000		*
Richard L. Nolan		10,000			312,500		—		322,500		*
Thomas G. Plaskett		15,000			137,500		—		152,500		*
John W. Poduska, Sr.		113,275			202,500		—		315,775		*
James D. Robinson, III		34,751			202,500		—		237,251		*
Kathy Brittain White		4,000			100,000		—		104,000		*
Dr. Jeffrey M. Jaffe		22,902			50,275		73,519		146,696		*
Thomas Francese		30,793			95,833		58,334		184,960		*
Joseph A. LaSala, Jr.		52,463			641,363		17,562		711,388		*
Susan Heystee		16,498	(8)		283,043		—		299,541		*
All current directors and executive officers as a group (19 persons)		574,598	(8)		4,313,733		481,321		5,369,652		1.55	%

*	less than 1%
(1)	The persons named in the table have sole voting and investment power with respect to all shares shown as beneficially owned by them except as may be otherwise indicated in a footnote. With respect to directors and executive officers, these tables include vested restricted stock holdings and exclude shares that may be acquired through stock option exercises and unvested restricted common stock holdings.
(2)	Includes shares that can be acquired through stock options that are exercisable through June 29, 2007.
(3)	These shares can be voted, but are subject to a vesting schedule, forfeiture risk and other restrictions.

Novell annual report 2006 141

(4)	Pursuant to a Schedule 13G/A filed on February 12, 2007, Capital Research and Management Company disclosed that it had sole power to vote and dispose of all shares. Capital Research and Management Company subsequently disclosed in a Form 13F filed for the period ended March 31, 2007 that it held 29,056,800 shares of common stock.
(5)	Pursuant to a Schedule 13G/A filed on January 10, 2007, Columbia Wanger Asset Management, L.P. disclosed that it had sole power to vote and dispose of 23,924,600 shares and shared power to vote and dispose of 500,000 shares.
(6)	Pursuant to a Schedule 13G/A filed on February 6, 2007, OppenheimerFunds, Inc. disclosed that it had shared power to vote and dispose of all shares.
(7)	Pursuant to a Schedule 13G filed on April 13, 2007, Ziff Asset Management, L.P. disclosed that it and its affiliates named in that Schedule had shared power to vote and dispose of all shares. Affiliates named included Ziff Asset Management, L.P.; PBK Holdings, Inc.; Philip B. Korsant; and ZBI Equities, L.L.C., all of which have a principal business address of 283 Greenwich Avenue, Greenwich, CT 06830.
(8)	Includes shares owned as of April 30, 2007 as well as shares to be issued in connection with the filing of this Annual Report on Form 10-K under restricted stock units that vested during March 2007.

Item 13.   Certain Relationships and Related Transactions

During fiscal 2006, we received consulting services from J.D. Robinson Inc. The consulting agreement between us and J.D. Robinson Inc. with respect to the provision of those services provides for us to make payments of $200,000 per year to J.D. Robinson Inc. for these services. Mr. Robinson, a member of our Board of Directors, is President and the sole stockholder of J.D. Robinson Inc.

Item 14.   Principal Accountant Fees and Services

PricewaterhouseCoopers LLP (“PwC”) served as our independent registered public accounting firm and audited our consolidated financial statements for fiscal years 2005 and 2006, and performed audit-related services and consultation in connection with various accounting and financial reporting matters. Additionally, PwC performed certain non-audit services that are permitted under the Sarbanes-Oxley Act and related rules of the SEC for Novell during fiscal years 2005 and 2006.

Fees Billed to Novell by PwC During Fiscal Years 2005 and 2006

Audit Fees

The aggregate fees billed by PwC for the fiscal year ended October 31, 2005 for services rendered for the audit of Novell’s annual financial statements included in Novell’s Form 10-K and review of the interim financial statements included in Novell’s Forms 10-Q, including services related thereto, were $3,819,000.

The aggregate fees billed by PwC for the fiscal year ended October 31, 2006 for services rendered for the audit of Novell’s annual financial statements included in Novell’s Form 10-K and review of the interim financial statements included in Novell’s Forms 10-Q, including services related thereto, were $3,985,000.

Audit-Related Fees

The aggregate fees billed by PwC for the fiscal year ended October 31, 2005 for assurance and related services that are reasonably related to the performance of the audit or review of Novell’s financial statements and are not reported as “Audit Fees,” including an audit of a foreign retirement fund, were $1,000.

The aggregate fees billed by PwC for the fiscal year ended October 31, 2006 for assurance and related services that are reasonably related to the performance of the audit or review of Novell’s financial statements and are not reported as “Audit Fees,” including an audit of a license fee, were $2,000.

142 Novell annual report 2006

Tax Fees

The aggregate fees billed by PwC for the fiscal year ended October 31, 2005 for services rendered for tax compliance, tax advice and tax planning, which included tax return preparation in various foreign jurisdictions, consultation regarding various tax issues, support provided to management in connection with income and other tax audits, and tax services for expatriate employees, were $198,178.

The aggregate fees billed by PwC for the fiscal year ended October 31, 2006 for services rendered for tax compliance, tax advice and tax planning, which included tax return preparation in various foreign jurisdictions, consultation regarding various tax issues, support provided to management in connection with income and other tax audits, services relating to transfer pricing analysis, and tax services for expatriate employees, were $26,344.

All Other Fees

The aggregate fees billed by PwC for the fiscal year ended October 31, 2005 for products and services other than those described above, including license fees for product research, were $1,500.

There were no fees billed by PwC for the fiscal year ended October 31, 2006 for products and services other than those described above.

Pre-approval Policies and Procedures

All audit and non-audit services to be performed by Novell’s independent registered public accounting firm must be approved in advance by the Audit Committee. As permitted by the SEC’s rules, the Audit Committee has authorized each of its members to pre-approve audit, audit-related, tax and non-audit services, provided that such approved service is reported to the full Audit Committee at its next meeting.

As early as practicable in each fiscal year, the independent auditor provides to the Audit Committee a schedule of the audit and other services that the independent auditor expects to provide or may provide during the fiscal year. The schedule will be specific as to the nature of the proposed services, the proposed fees, and other details that the Audit Committee may request. The Audit Committee will by resolution authorize or decline the proposed services. Upon approval, this schedule will serve as the budget for fees by specific activity or service for the next twelve months.

A schedule of additional services proposed to be provided by the independent auditor, or proposed revisions to services already approved, along with associated proposed fees, may be presented to the Audit Committee for their consideration and approval at any time. The schedule will be specific as to the nature of the proposed service, the proposed fee, and other details that the Audit Committee may request. The Audit Committee will by resolution authorize or decline authorization for each proposed new service.

Applicable SEC rules and regulations permit waiver of the pre-approval requirements for services other than audit, review or attest services if certain conditions are met. Out of the services characterized above as “Audit-Related,” “Tax,” and “All Other,” none were billed pursuant to these provisions in fiscal years 2005 or 2006 without pre-approval.

Novell annual report 2006 143

PART IV

Item 15.   Exhibits and Financial Statement Schedules

(a)   (1.) Financial Statements:

The following documents are filed as a part of this Annual Report on Form 10-K for Novell, Inc.:

Consolidated Statements of Operations for the fiscal years ended October 31, 2006, October 31, 2005 and October 31, 2004.

Consolidated Balance Sheets at October 31, 2006 and October 31, 2005.

Consolidated Statements of Stockholders’ Equity for the fiscal years ended October 31, 2006, October 31, 2005 and October 31, 2004.

Consolidated Statements of Cash Flows for the fiscal years ended October 31, 2006, October 31, 2005 and October 31, 2004.

Notes to Consolidated Financial Statements.

Report of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.

Report of Ernst & Young LLP, Independent Registered Public Accounting Firm.

(2.) Financial Statement Schedules:

The following consolidated financial statement schedule is included on page 147 of this Form 10-K:

Schedule II — Valuation and Qualifying Accounts

Schedules other than that listed above are omitted because they are not required, not applicable or because the required information is shown in the consolidated financial statements or notes thereto.

(3.) Exhibits:

A list of the exhibits required to be filed as part of this report is set forth in the Exhibit Index on page 148 of this Form 10-K, which immediately precedes such exhibits, and is incorporated herein by reference.

(b)   Exhibits

See Item 15(a)(3).

(c)   Financial Statement Schedules

See Item 15(a)(2).

144 Novell annual report 2006

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Novell, Inc.

(Registrant)

By:  /s/  Ronald W. Hovsepian

Ronald W. Hovsepian,

President and Chief Executive Officer

Date: May 25, 2007

Novell annual report 2006 145

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Name	Title	Date
/s/  Ronald W. Hovsepian (Ronald W. Hovsepian)	President and Chief Executive Officer (Principal Executive Officer)	May 25, 2007
/s/  Dana C. Russell (Dana C. Russell)	Senior Vice President, Chief Financial Officer (Principal Financial and Accounting Officer)	May 25, 2007
/s/  Albert Aiello (Albert Aiello)	Director	May 25, 2007
/s/  Fred Corrado (Fred Corrado)	Director	May 25, 2007
/s/  Richard L. Crandall (Richard L. Crandall)	Director	May 25, 2007
/s/  Patrick S. Jones (Patrick S. Jones)	Director	May 25, 2007
/s/  Claudine B. Malone (Claudine B. Malone)	Director	May 25, 2007
/s/  Richard L. Nolan (Richard L. Nolan)	Director	May 25, 2007
/s/  Thomas G. Plaskett (Thomas G. Plaskett)	Director	May 25, 2007
/s/  John W. Poduska, Sr. (John W. Poduska, Sr.)	Director	May 25, 2007
/s/  James D. Robinson, III (James D. Robinson, III)	Director	May 25, 2007
/s/  Kathy Brittain White (Kathy Brittain White)	Director	May 25, 2007

146 Novell annual report 2006

NOVELL, INC.
SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS
Accounts Receivable Allowance

			Additions		Additions				Deductions		Deductions
	Balance at		Charged to		Charged to		Additions		from		from Bad				Balance
	Beginning		Return		Bad Debt		from		Return		Debt		Deductions from		at End
	of Period		Allowances		Allowances		Acquisition		Allowances		Allowances		Disposition		of Period
	(In thousands)
Fiscal year ended October 31, 2004	$	26,852	$	3,778	$	1,074	$	2,468	$	6,332	$	3,444	$	—	$	24,396
October 31, 2005	$	24,396	$	6,466	$	329	$	12	$	9,983	$	4,582	$	—	$	16,638
October 31, 2006	$	16,638	$	1,202	$	51	$	320	$	7,103	$	1,273	$	4,261	$	5,574

Novell annual report 2006 147

EXHIBIT INDEX

Exhibit
Number			Description
	2	.1	Amendment No. 1 to Agreement and Plan of Reorganization, dated as of May 24, 2001, by and among Novell, Inc., Ceres Neptune Acquisition Corp. and Cambridge Technology Partners (Massachusetts), Inc. (1) (Annex A)
	2	.2	Agreement and Plan of Merger, dated as of June 9, 2002 by and among Novell, Inc., Delaware Planet, Inc. and Silver Stream Software, Inc. (2) (Exhibit 2.1)
	3	.1	Certificate of Incorporation. (3) (Exhibit 3.1)
	3	.2	By-Laws, as amended and restated April 10, 2007. (4) (Exhibit 3.2)
	4	.1	Reference is made to Exhibit 3.1
	4	.2	Form of certificate representing the shares of Novell common stock. (5) (Exhibit 4.3)
	4	.3	Preferred Shares Rights Agreement, dated as of December 7, 1988, as amended and restated effective September 20, 1999, by and between Novell, Inc. and Chase Mellon Shareholder Services, L.L.C. (6) (Exhibit 1)
	4	.4	Indenture dated as of July 2, 2004 between the Registrant and Wells Fargo Bank, National Association, as Trustee. (7) (Exhibit 4.1)
	4	.5	First Supplemental Indenture dated as of November 9, 2006 between the Registrant and Wells Fargo Bank, National Association, as Trustee. (8) (Exhibit 99.2)
	10	.1	Registration Rights Agreement dated July 2, 2004 between the Registrant and Citigroup Global Markets Inc., for itself and on behalf of certain purchasers. (7) (Exhibit 10.1)
	10	.2*	Novell, Inc. 1989 Employee Stock Purchase Plan. (9) (Exhibit 4.1)
	10	.3*	Novell, Inc. 1991 Stock Plan. (10) (Exhibit 4.1)
	10	.4*	Novell, Inc. 2000 Stock Plan. (11) (Exhibit 4.2)
	10	.5*	Novell, Inc. 2000 Stock Option Plan. (11) (Exhibit 4.1)
	10	.6*	UNIX System Laboratories, Inc. Stock Option Plan. (12) (Exhibit 4.3)
	10	.7*	Novell, Inc. Stock Option Plan for Non-Employee Directors. (13) (Exhibit 4.1)
	10	.8*	Novell, Inc./SilverStream Software, Inc. 1997 Stock Incentive Plan. (14) (Exhibit 4.2)
	10	.9*	Novell, Inc./SilverStream Software, Inc. 2001 Stock Incentive Plan. (14) (Exhibit 4.3)
	10	.10*	Novell, Inc./SilverStream Software, Inc./eObject, Inc. 2000 Stock Plan. (14) (Exhibit 4.4)
	10	.11*	Novell, Inc./SilverStream Software, Inc./Bondi Software, Inc. Employee Stock Option Plan. (14) (Exhibit 4.5)
	10	.12*	Novell, Inc. Stock Based Deferred Compensation Plan. (15) (Appendix E)
	10	.13*	Novell, Inc. Stock-Based Deferred Compensation Plan — Stock Purchase Assistance Subplan. (16) (Exhibit 10.13)
	10	.14*	Key Employment Agreement dated as of May 22, 2001 between the Registrant and Jack L. Messman. (1) (Exhibit C to Annex A)
	10	.15*	Severance Agreement dated as of January 7, 2005 between the Registrant and Jack L. Messman. (16) (Exhibit 10.15)
	10	.16*	Severance Agreement dated as of March 25, 2003 between the Registrant and Alan J. Friedman. (17) (Exhibit 10.16)
	10	.17*	Severance Agreement dated as of May 29, 2003 between the Registrant and Ronald W. Hovsepian. (17) (Exhibit 10.17)
	10	.18*	Amendment 2005-1 to Severance Agreement dated as of October 31, 2005 between the Registrant and Ronald W. Hovsepian. (18) (Exhibit 10.18)
	10	.19*	Severance Agreement dated as of March 25, 2003 between the Registrant and Joseph A. LaSala, Jr. (17) (Exhibit 10.18)
	10	.20*	Severance Agreement dated as of February 10, 2003 between the Registrant and Joseph S. Tibbetts, Jr. (17) (Exhibit 10.20)

148 Novell annual report 2006

Exhibit
Number			Description
	10	.21*	Severance Agreement dated as of September 7, 2005 between the Registrant and Susan Heystee. (18) (Exhibit 10.21)
	10	.22*	Severance Agreement dated as of October 3, 2005 between the Registrant and Thomas Francese. (18) (Exhibit 10.22)
	10	.23*	Severance Agreement dated as of November 28, 2005 between the Registrant and Jeffrey M. Jaffe. (18) (Exhibit 10.23)
	10	.24*	Severance Agreement dated as of April 24, 2007 between Registrant and Dana C. Russell. (20) (Exhibit 10.1)
	10	.25*	Letter Agreement dated December 15, 1995 between Novell, Inc. and RRE Advisors, LLC. (19) (Exhibit 10.2)
	10	.26*	Novell, Inc. Non-employee Director Compensation Summary. (18) (Exhibit 10.25)
	10	.27*	Novell, Inc. Deferred Compensation Plan.(16)
	10	.28*	Offer letter dated and countersigned May 27, 2003 between the Registrant and Ron Hovsepian. (21)
	10	.29*	Offer letter countersigned February 14, 2004 between the Registrant and Susan Heystee. (21)
	10	.30*	Offer letter dated August 31, 2005 and countersigned September 2, 2005 between the Registrant and Thomas Francese. (21)
	10	.31*	Letter of Understanding dated August 1, 2006 between the Registrant and Thomas Francese. (21)
	10	.32*	Offer letter dated and countersigned November 7, 2005 between the Registrant and Jeffrey M. Jaffe. (21)
	10	.33	Second Amended and Restated Technical Collaboration Agreement effective November 2, 2006 between the Registrant and Microsoft Corporation. (21) (22)
	10	.34	First Amended and Restated Business Collaboration Agreement effective November 2, 2006 between the Registrant and Microsoft Corporation. (21) (22)
	10	.35	Patent Cooperation Agreement effective November 2, 2006 between the Registrant and Microsoft Corporation (21) (22)
	10	.36	Side Letter Agreement, dated November 7, 2006, to the Patent Cooperation Agreement between the Registrant and Microsoft Corporation. (21)
	21		Subsidiaries of the Registrant. (21)
	23	.1	Consent of PricewaterhouseCoopers, LLP, Independent Registered Public Accounting Firm. (21)
	23	.2	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm. (21)
	31	.1	Rule 13a-14(a) Certification (21)
	31	.2	Rule 13a-14(a) Certification (21)
	32	.1	18 U.S.C. Section 1350 Certification. (21)
	32	.2	18 U.S.C. Section 1350 Certification. (21)

*	Indicates management contracts or compensatory plans
(1)	Incorporated by reference to the Annex or Exhibit identified in parentheses, filed as an annex or exhibit to the Proxy Statement-Prospectus forming a part of the Registration Statement on Form S-4 (Reg. No. 333-59326) of the Registrant, filed April 20, 2001 and amended May 25, 2001.
(2)	Incorporated by reference to the Exhibit identified in the parentheses, filed as an exhibit to the Registrant’s Current Report on Form 8-K, filed June 10, 2002 (File No. 0-13351).
(3)	Incorporated by reference to the Exhibit identified in parentheses, filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q, filed for the fiscal quarter ended April 30, 2004 (File No. 0-13351).
(4)	Incorporated by reference to the Exhibit identified in parentheses, filed as an exhibit to the Registrant’s Current Report on Form 8-K, filed April 16, 2007 (File No. 0-13351).

Novell annual report 2006 149

(5)	Incorporated by reference to the Exhibit identified in parentheses, filed as an exhibit to the Registrant’s Registration Statement on Form S-1, filed November 30, 1984, and amendments thereto (File No. 2- 94613).
(6)	Incorporated by reference to the Exhibit identified in parentheses, filed as an exhibit to the Registrant’s Registration Statement on Form 8-A, dated December 13, 1999 (File No. 0-13351).
(7)	Incorporated by reference to the Exhibit identified in parentheses, filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q, filed for the fiscal quarter ended July 31, 2004 (File No. 0-13351).
(8)	Incorporated by reference to the Exhibit identified in parentheses, filed as an exhibit to the Registrant’s Current Report on Form 8-K, filed November 15, 2006 (File No. 0-13351).
(9)	Incorporated by reference to the Exhibit identified in parentheses, filed as an exhibit to the Registrant’s Registration Statement on Form S-8, filed October 12, 2001 (File No. 333-62087).
(10)	Incorporated by reference to the Exhibit identified in parentheses, filed as an exhibit to the Registrant’s Registration Statement on Form S-8, filed May 29, 1996 (File No. 333-04775).
(11)	Incorporated by reference to the Exhibit identified in parentheses, filed as an exhibit to the Registrant’s Registration Statement on Form S-8, filed July 1, 2000 (File No. 333-41328).
(12)	Incorporated by reference to the Exhibit identified in parentheses, filed as an exhibit to the Registrant’s Registration Statement on Form S-8, filed July 2, 1993 (File No. 33-65440).
(13)	Incorporated by reference to the Exhibit identified in parentheses, filed as an exhibit to the Registrant’s Registration Statement on Form S-8, filed May 30, 1996 (File No. 333-04823).
(14)	Incorporated by reference to the Exhibit identified in parentheses, filed as an exhibit to the Registrant’s Registration Statement on Form S-8, filed August 6, 2002 (File No. 333-97713).
(15)	Incorporated by reference to the Appendix identified in parentheses, filed as an exhibit to the Proxy Statement of the Registrant filed March 17, 2003.
(16)	Incorporated by reference to the Exhibit identified in parentheses, filed as an exhibit to the Registrant’s Annual Report on Form 10-K, filed for the fiscal year ended October 31, 2004 (File No. 0-13351).
(17)	Incorporated by reference to the Exhibit identified in parentheses, filed as an exhibit to the Registrant’s Annual Report on Form 10-K, filed for the fiscal year ended October 31, 2003 (File No. 0-13351).
(18)	Incorporated by reference to the Exhibit identified in parentheses, filed as an exhibit to the Registrant’s Annual Report on Form 10-K, filed for the fiscal year ended October 31, 2005 (File No. 0-13351).
(19)	Incorporated by reference to the Exhibit identified in parentheses, filed as an exhibit to the Registrant’s Annual Report on Form 10-K, filed for the fiscal year ended October 31, 2001 (File No. 0-13351).
(20)	Incorporated by reference to the Exhibit identified in parentheses, filed as an exhibit to the Registrant’s Current Report on Form 8-K, filed April 27, 2007 (File No. 0-13351).
(21)	Filed herewith.
(22)	Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

150 Novell annual report 2006

EX-10.28

EXHIBIT 10.28

Jack Messman
Chairman and CEO

Novell

May 27, 2003

Mr. Ronald W. Hovsepian
195 Underwood Street
Holliston, MA 01748

Dear Ron,

On behalf of Novell, Inc. (“Novell”), I am pleased to offer you the position of President of North America Operations. In this position, you will be reporting directly to me, as Chief Executive Officer of Novell. We are eager to see the results of your contribution to Novell as you offer your considerable talents and abilities—and hope that we in turn enrich your career and contribute to the fulfillment of your professional goals.

Your base salary will be no less then $20,833.33 per pay period (less applicable tax withholding), which is $500,000.00 annualized (less applicable tax withholding). In addition to your base salary, you will be eligible to participate in Novell’s annual bonus plan. Your bonus will be based on the attainment of certain performance goals by Novell, you, and other team members. These goals will be established between us, and your annualized target bonus will represent 100% of your annual base salary and the company will guarantee 50% of your first year target bonus.

Subject to the approval of Novell’s Compensation Committee, in connection with the commencement of your employment with Novell, you will be granted a non-qualified stock option to purchase 500,000 shares of Novell common stock under one of Novell’s stock option plans, and the first 25% shall vest upon the first day of employment. The exercise price per share for your option will be equal to the fair market value of Novell’s common stock on the day prior to the date of grant, which is expected to be on or about June 2, 2003. In addition, you will be granted 100,000 shares of non-restricted stock which will vest one third on the first year anniversary, one third on the second anniversary and the remaining one third on the third anniversary of employment. The terms and conditions of the stock option grant and the restricted stock grant will be as provided in Novell’s standard agreements for awards of stock options and restricted stock grants. Novell’s Shareholder Services Department will issue you documentation confirming the approval of these grants by the Compensation Committee approximately eight weeks following the grant date. You will also receive your grant instrument evidencing the terms and conditions of the grants at this time. In addition to your initial stock option and restricted stock grants, you will be

Jack Messman
Chairman and CEO

eligible to participate in Novell’s discretionary executive Long Term Incentive Equity Plan, which will provide you with the opportunity to receive annual stock option grants to purchase Novell common stock.

In the event your employment with Novell is terminated on account of a covered termination, you will be eligible to receive certain severance benefits. In order to receive such severance benefits, you are required to execute the severance agreement that is attached to this offer letter as Exhibit A (the “Severance Agreement”) and to comply with the terms and conditions of the Severance Agreement. Among the requirements of the Severance Agreement is that you comply with its confidentiality, non-competition and non-solicitation obligations and limitations. The Severance Agreement provides severance benefits in the event your employment is terminated in connection with a change in control of Novell or unrelated to a change in control. Your employment with Novell is expressly conditioned on your execution of the attached Severance Agreement prior to your commencement of employment with Novell.

In addition to the foregoing benefits, Novell offers an outstanding benefit package, which we view as an important part of our compensation program. The full range of benefits include: four weeks of vacation, life, medical, dental and disability insurance, and financial planning up to a maximum cost of $20,000 per year.

This offer of employment is conditioned on your express agreement to the covenants described in the attached Acceptance and Acknowledgment document and satisfactory completion of your employment references.

The above terms of this offer letter supersede all prior or contemporaneous agreements, representations or understandings, written or oral, by or between Novell and you concerning the subject matter set forth in this offer letter, and shall constitute the only agreement between the parties concerning such subject matter. This offer letter may only be modified by a court of competent jurisdiction or a written agreement signed by you and an executive vice president of Novell. Novell’s waiver of any default of you shall not constitute a waiver of its rights under this offer letter with respect to any subsequent default by you.

* * * * *

Your expected start date will be on or before June 2, 2003. Federal employment law requires that you provide verification of your eligibility to work in the United States before you start employment. Please review the I-9 instructions and bring the appropriate identification necessary to complete the form on your first day of employment.

This offer will remain valid through May 29, 2003. Please signify acceptance of this offer by signing the “Acceptance and Acknowledgment” attached to this offer letter. In addition, please signify your acceptance to the terms and conditions of the Severance Agreement by signing the Severance Agreement

Jack Messman
Chairman and CEO

attached as Exhibit A. Return the signed copy of this document, along with the Severance Agreement, to Novell Human Resources c/o Alan Friedman (at 404 Wyman St., Suite 500, Waltham, MA 02451) in the enclosed pre-addressed envelope, and retain any copies for your files. Please understand that your employment with Novell constitutes at-will employment.

Again, we look forward to your joining Novell. If you have questions or wish to discuss this offer, please contact me.

Sincerely,

/s/ Jack L. Messman

Jack L. Messman
Chairman and CEO

Jack Messman
Chairman and CEO

ACCEPTANCE AND ACKNOWLEDGMENT

I accept the offer of employment from Novell as set forth in the offer letter. I understand and acknowledge that my employment with Novell is for no particular duration and is at-will, meaning that Novell or I may terminate the employment relationship at any time, with or without cause and with or without prior notice. Additionally, I acknowledge that this offer of employment is contingent upon successful completion of a background check which is currently in progress and, if applicable, upon authorization in the form of an export license from the U.S. Dept. of Commerce, Bureau of Export Administration, Office of Export Licensing or the U.S. Department of State, Office of Defense Trade Controls.

I understand and agree that the terms and conditions set forth in the offer letter represent the entire agreement between Novell and me superseding all prior negotiations and agreements, whether written or oral. I understand that the terms and conditions described in the offer letter are the terms and conditions of my employment. No one other than Novell’s Senior Vice President of Human Resources or the CEO of Novell is authorized to enter into any employment or other agreement which modifies the terms of the offer letter, and any such modification must be in writing and signed by either such executive. In addition, I understand that any promotions, increases in compensation and/or offers regarding other positions must be in writing and signed by my manager and the appropriate individual in the Human Resources Department. I understand that Novell may modify benefits as well as other plans and programs from time to time as it deems necessary. As an employee of Novell I understand and agree that I will be bound to abide by the company’s policies and procedures.

I understand that the offer of employment contained in my offer letter is conditioned on my express agreement to the following terms (which are in addition to the terms described in my offer letter) and I agree to the following:

Novell Property: I agree that all Novell Property (defined below) shall be and remain the sole and exclusive property of Novell. I agree that during my employment I shall not make, use or permit to be used any Novell Property except for the benefit of Novell. I further agree that after termination of my employment with Novell for any reason, I will not use, or permit others to use, any Novell Property. Upon termination of my employment with Novell for any reason, I will immediately surrender to Novell all Novell Property in my possession, custody or control.

Disclosure and Assignment of Inventions: I will fully and promptly disclose to Novell and no one else all Inventions (defined below) generated, authored, conceived, discovered, developed or reduced to practice or learned by me, either alone or jointly with others, while I am employed by Novell. I agree that all Inventions are and will be the sole and absolute property of Novell (and its assigns), as works made for hire or otherwise. To the extent any Inventions are not or are deemed not to be works made for hire, I hereby assign to Novell any and all rights, title and interest (including, but not limited to, tangible and intangible rights such as patents, copyrights, trademarks, trade secrets, licensing and publishing rights) that I now have or may acquire in and to all Inventions, benefits and rights relating thereto. I hereby waive all claims to moral rights I may have in Inventions. I agree that I will sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignment of priority rights, and powers of attorney, which Novell may deem necessary or desirable in order to protect its rights and interests in any Invention. I further agree to assist Novell in every reasonable way, both during and after my employment with Novell (at Novell’s expense), to obtain,

Jack Messman
Chairman and CEO

maintain and from time to time enforce patents, copyrights, trademarks, trade secrets, mask work, and other rights and protections relating to Inventions.

Prior Inventions: If, before my employment with Novell, I created any Inventions that I wish not to be subject to this offer letter, all such Inventions are identified in the attached Exhibit B. My failure to attach such Exhibit B to this offer letter and to sign this Acceptance and Acknowledgment constitutes my representation that I have made no such Inventions by the time I signed this offer letter.

No Conflicting Obligations: I represent that I have no interest or obligation that is inconsistent or in conflict with this offer letter, or that may prevent, limit or impair my performance of any part of this offer letter. I agree to notify Novell immediately if any such interest or obligation arises. I also represent that I will not bring with me or disclose to Novell, or use in the performance of my responsibilities at Novell, any confidential information not generally available to the public of a former employer or any other party, unless I have obtained written authorization for its possession and use. I also agree that, during my employment by Novell, I shall abide by any confidentiality obligations I may owe to any former employer or other party. I also agree and represent that I am not bound by any valid agreement or obligation of non-competition or non-solicitation to any former employers or other parties.

Employee At-Will: I understand that my employment is “at-will” and, as such, Novell or I may terminate my employment for any reason at any time. There are no representations or promises that my employment will continue for a specific period.

Continuation of Offer Letter Following Termination: The rights and obligations under this offer letter shall survive the termination of my employment with Novell for any reason and shall be binding upon my heirs, executors, administrators and legal representatives. This offer letter is binding on Novell’s successors and assigns, and all covenants in this offer letter shall inure to the benefit of and be enforceable by said successors or assigns.

Interpretation: The interpretation, performance and enforcement of this offer letter shall be governed by and construed in accordance with, the laws of the Commonwealth of Massachusetts, without reference to conflicts of laws principles. In addition, I agree that any dispute, claim or proceeding arising out of or relating to this offer letter shall be commenced and maintained in any state or federal court in the Commonwealth of Massachusetts and I submit to the exclusive venue and jurisdiction of such court. The language of all parts of this offer letter shall be construed as a whole according to its fair meaning and shall not be construed strictly either for or against either party. Moreover, the terms “and,” and “or” shall both mean “and/or.”

Enforcement: I acknowledge and agree that my agreement to the provisions set forth herein were a material inducement to Novell’s agreement to offer me the position of President of North America Operations. I agree that the representations contained in this offer letter are necessary for the protection of the business and goodwill of Novell and I consider them to be reasonable for such purpose. I agree that any breach or threatened breach of any provision of this offer letter (including, but not limited to, the confidentiality, non-competition, and non-solicitation provisions contained in the Severance Agreement attached as Exhibit A) will cause Novell substantial and irrevocable damage and monetary damages would be inadequate to compensate Novell and, in addition to any other remedies or rights it may have, Novell shall be entitled to seek an injunction and all other available equitable relief to enforce the terms of this offer letter. I agree that the provisions in this offer letter are necessary to protect Novell’s interests and are reasonable under the circumstances, given that Novell conducts business worldwide and that a competitive business may be carried out anywhere in the world as a result of advanced communications technology. Each provision herein shall be treated as a separate and independent clause, and the

Jack Messman
Chairman and CEO

unenforceability of any one clause shall in no way impair the enforceability of any of the other clauses of the offer letter. If any provision of this offer letter shall for any reason be held to be excessively broad as to length of time, scope, range of activities, geographic area or otherwise so as to be unenforceable at law, such provision(s) shall be reformed and construed by the appropriate judicial body to the fullest extent enforceable, and the remaining provisions of this offer letter will not be affected.

Definitions: The terms used in this Acceptance and Acknowledgment have the following meaning:

(a) “Novell Property” includes, but is not limited to, the following: all originals and copies (in whatever form) of confidential information and Inventions, and any and all notes, data, notebooks, memoranda, lists, records, reports, drawings, sketches, specifications, computer programs, designs, graphics, architectures, frameworks, devices and models (or portions of any of them), passwords, codes, personal computers, laptops, fax machines, scanners, copiers, printers, tools, cd-roms, diskettes, intangible information stored on diskettes, pagers, cellular phones, credit cards, telephone charge cards, manuals, building keys and passes, access cards, parking passes, and any documentation or other materials of any nature, whether written, printed, electronic or in digital format or otherwise, relating to any matter concerning Novell’s business and any other Novell Property in my possession, custody or control.

(b) “Inventions” includes, but is not limited to, the following: all discoveries, developments, designs, improvements, inventions, formulae, processes, methods, works of authorship, articles, books, manuals, techniques, computer software or hardware programs, strategies, know-how and data, whether or not patentable or registerable, and all work product (by me or anyone else) relating thereto, that (i) relate to research or development activities or the business of Novell or any actual or potential customer, partner or supplier of Novell; (ii) result from tasks assigned to me by Novell; or (iii) result from use of premises or personal property (whether tangible or intangible) owned, leased, contracted for or controlled by Novell.

  /s/ Ronald W. Hovsepian

Signature

  Ronald W. Hovsepian

Printed Name

  May 27, 2003

Date

Jack Messman
Chairman and CEO

Exhibit A

Severance Agreement

Jack Messman
Chairman and CEO

Exhibit B

Prior Inventions

EX-10.29

EXHIBIT 10.29

Novell

Dear Susan:

We are pleased to extend an invitation to you to join the Novell team as General Manager of the Midwest Area Sales based out of our Rolling Meadows, Illinois office and employed by Novell Canada, Ltd. The start date of this offer is March 8,2004. This position reports directly to Ron Hovsepian, your manager and the President of North America Ops.

Your total target compensation at Novell will be $400,000.00 USD annualized (less applicable withholding) and will be paid to you in Canadian dollars in accordance with our Canadian payroll practices. At an exchange rate of .76, this equals $526,315.79 Canadian dollars annualized (less applicable withholding). Your total target compensation is composed of 60% base salary and 40% target Incentive. The amount of target incentive you will earn depends on your achievement of certain objectives established by your manager and/or department. Your base salary will be $13,157.89 CAN semi-monthly (less applicable withholding), which is $316,789.46 CAN annualized (less applicable withholding), payable in accordance with Novell’s payroll procedures. If you achieve your incentive target at 100%, you will earn $210,526.32 CAN (less applicable withholding). For your first three months of employment, the company will grant you a three-month non-recoverable draw equal to 100% of your monthly target Incentive. Therefore, you will receive $17,543.86 CAN (less applicable withholding) at the end of each month during the three-month period. The current exchange rate of .76 will be used during your first twelve months of employment with Novell. After your first year of employment a new rate of exchange between US and Canadian dollars will be established and your salary will be adjusted to match the new rate of exchange for your total target earnings in the new year. This process will be repeated annually in making a salary adjustment tied to the current rate of exchange. Further details are available from your manager, Ron Hovsepian and HR Vice President, Glade Nelson.

Novell has a highly competitive benefits package that you are eligible to receive at employment date, to include, without limitation, the accrual of 20 vacation days during your first 12 months of employment Your accrual of vacation days will not decrease below a minimum of 20 days during your employment with Novell. Benefits details are available through Human Resources.

You will be recommended to the Option Grant Committee, at the first Committee meeting following your start date, to be granted 30,000 (thirty thousand) non-qualified stock options (“Options”) to purchase shares of Novell, Inc. common stock at the fair market value on the date of the meeting, in accordance with Novell’s current Stock Plan (as amended) and the standard form of option agreement. The Shareholder Services Department will issue documentation confirming the action of the Committee approximately eight weeks following the Committee meeting.

You will be recommended to the Option Grant Committee, at the first Committee meeting following your start date, to be granted the right to purchase 10,000 (ten thousand) shares of Novell common stock (consistent with the terms of the applicable Novell restricted stock plan). This recommended grant is subject to the approval of the Committee and is in their sole discretion. If the right to purchase these shares of Novell Common stock is granted by the Committee, then such grant will be subject to forfeiture or a repurchase right In favor of Novell if you terminate employment prior to the lapse of restrictions on the shares. The restricted stock will vest according to the following vesting schedule, if you are employed by Novell on the applicable date; 100% cliff vest on the third anniversary of the date of grant.

Novell will provide you with assistance in completing your visa application in order to work in the US. It is expected that you will conduct yourself in such a manner that you will not jeopardize the application process or your eligibility for Visa approval. Please contact Michelle K. Donohue, Manager, Immigration and Relocation for immigration questions. Her contact information is as follows:
Michelle.Kelly-Donohue@novell.com , phone: 781-464-8192.

Novell will cover the costs associated with the preparation of your US and Canadian tax returns, up to $3000 CAN, and provided the entity retained to perform such services is designated by Novell. No tax equalization will be provided. You will be responsible for both the Canadian taxes and US taxes that arise as a result of your living In Canada and working in the US.

Because this position will involve regular travel to Novell’s office in Rolling Meadows, Illinois, Novell will either arrange for or reimburse you for your travel to that office and, if necessary, to other locations in the United States and Canada.

You may terminate your employment at any time by giving Novell two (2) weeks’ prior written notice; however, it is understood and agreed that Novell will be entitled to waive all or part of that notice and accept your resignation at an earlier effective date. In the event that Novell decides to terminate your employment, it may do so, for cause, at any time without notice or payment in lieu of notice. In the absence of cause, Novell may terminate your employment upon the provision of the greater of (a) prior written notice or payment in lieu of notice and, if applicable, severance pay in accordance with the Employment Standards Ad, 2000; and (b) six (6) months’ base salary. You agree that such notice or payment will be accepted and received by you in lieu of any additional notice, statutory severance pay, claim for dismissal damages, or other compensation of any kind. If Novell provides you with a payment that is greater than the notice and severance pay to which you would otherwise be entitled under the Employment Standards Act, 2000, it will require you to execute a full and final release in its favor, in a form acceptable to Novell.

Please show your acceptance of this offer by signing in the space below, return one copy to me and retain the second for your files. By signing this letter, you will also confirm that this agreement supersedes and prevails over all other prior agreements, understandings or representations of Novell. This offer is contingent on the successful completion of background and reference checks.

The terms described in this letter will be the terms of your employment. Any additions or modifications to these need to be in writing and signed by you and the Human Resources Department of Novell Canada. The provisions of this letter shall be governed by and construed in accordance with the laws of the province of Ontario, Canada. As such, you will be an employee of Novell Canada, Ltd.

Novell’s success depends directly on the quality of its people. We endeavour to provide all employees with a stimulated, rewarding environment in which they can maximize to their potential. Susan, I look forward to your joining Novell for a mutually beneficial relationship. If you have any questions or wish to discuss this offer, please feel free to contact me at (801)861-5304.

Yours truly,

/s/ Glade Nelson
Glade Nelson
Vice President Human Resources
North America Reid Operations

Please fax your acceptance to 801-861-5520 and then mail the original to Novell, Inc. 1800 South Novell Place, Attn: Judy King, PRV-D-232, Provo, UT 84606-6194.

Offer of Employment Accepted:

I confirm having read and accepted the foregoing terms of employment and acknowledge having received a true copy of this agreement

/s/ Susan Heystee          Date: Feb. 14, 2004
Susan Heystee

Anticipated Start Date: March 8,2004

EX-10.30

EXHIBIT 10.30

Novell	August 31, 2005
	Personal and Confidential
	Mr. Tom Francese
	14323 Geronimo Street
	Leander, TX 78641
	Dear Tom,
	On behalf of Novell, Inc. (“Novell”), I am pleased to offer you the position of Senior Vice President, President Novell EMEA (Europe, Middle East & Asia) Operations. In this position, you will be reporting directly to Ronald Hovsepian, the Executive Vice President, President Worldwide Operations, and your responsibilities will be those commonly associated with the position of Senior Vice President, President Novell EMEA Operations. Your expected start date with Novell will be mutually agreed to between you and Ronald Hovsepian, but in no event will it be later than October 1, 2005. This appointment is subject to approval by Novell’s Board of Directors pursuant to Novell’s Statement on Corporate Governance.
	Your base salary will be no less then $18,750 per bi-monthly pay period (less applicable tax withholding), which is $450,000 annualized (less applicable tax withholding). In addition to your base salary, starting November 1, 2005, you will be eligible to participate in Novell’s Annual Bonus Program. Your bonus will be based on the attainment of certain performance goals, which may be determined based on your individual performance, the performance of your group and/or Novell’s performance. These goals will be established by Novell, and your annualized target bonus will represent a percentage of your annual base salary, which will be up to 100% of your base salary if all of the designated performance goals are met at target. For the fiscal year 2006, Novell will guarantee 50% of your target incentive bonus.
	You will also receive a one-time sign-on bonus equal to $300,000 (less applicable tax withholding). This sign-on bonus will be paid to you in a lump sum cash payment on the next reasonable pay period that follows your commencement of your employment with Novell.
	Subject to the approval of Novell’s Compensation Committee, after commencement of your employment with Novell, you will be granted a non-qualified stock option to purchase 100,000 shares of Novell common stock under one of Novell’s equity compensation plans. These options will vest 25% per annum as long as you are employed by Novell on the applicable vesting date. In addition, subject to the approval of Novell’s Compensation Committee, after commencement of your employment with Novell, you will be granted a non-qualified stock option to purchase an additional 100,000 shares of Novell common stock under one of Novell’s stock option plans. These options will vest based on the attainment of performance goals. Specifically, 50,000 of such options will vest when the 30-day average fair market value of Novell’s common stock (based on the market close stock price on trading days) equals an amount 10% greater than the exercise price set forth in the stock option on the date of

Mr. Tom Francese
August 31, 2005
Page 2

grant. The other 50,000 of such options will vest when the 30-day average fair market value of Novell’s common stock (based on the market close stock price on trading days) equals an amount 15% greater than the exercise price set forth in the stock option on the date of grant, plus 10%, provided in each case you are employed by Novell on the applicable vesting date. The other terms and conditions of these stock option grants will be as set forth in Novell’s standard stock option agreement, which will be provided to you after your stock option grants are approved by the Compensation Committee.

In addition, subject to the approval of Novell’s Compensation Committee, after commencement of your employment with Novell, you will be granted 100,000 shares of restricted stock, at a purchase price of $0.10 per share, under one of Novell’s equity compensation plans. 50,000 of the shares of restricted stock will vest 1/3 per annum as long as you are employed by Novell on the applicable vesting date. The remaining 50,000 shares of restricted stock will vest based on the attainment of performance goals. Specifically, 25,000 of such shares will vest when the 30-day average fair market value of Novell’s common stock (based on the market close stock price on trading days) equals an amount 10% greater than the fair market value of the shares underlying the restricted stock grant on the date of grant. The other 25,000 of such shares will vest when the 30-day average fair market value of Novell’s common stock (based on the market close stock price on trading days) equals an amount 15% greater than the fair market value of the shares underlying the restricted stock grant on the date of grant, plus 10%, provided in each case you are employed by Novell on the applicable vesting date. The other terms and conditions of your restricted stock grants will be as provided in Novell’s standard restricted stock agreement, which will be provided to you after your restricted stock grants are approved by the Compensation Committee.

In addition to your initial stock option and restricted stock grants, you will be eligible to participate in Novell’s discretionary Executive Long Term Incentive Equity Plan, which will provide you with the opportunity to receive annual stock option grants to purchase Novell common stock, subject to the approval by Novell’s Compensation Committee.

As a Senior Vice President of Novell, a condition of your continued employment will be your participation in the Novell, Inc. Stock Ownership Program. This program requires the Company’s leaders to obtain a minimum personal ownership level in Company stock over a five-year period. For Senior Vice Presidents, such minimum ownership is equal to two times your base salary as of the effective date of your participation in the program. For further details concerning the Program, please contact me.

Each year you are working in EMEA for Novell, you will receive an annual cash allowance of $250,000 (less applicable tax withholding), which is intended to compensate you for a portion of your expenses associated with your housing, car, cost of living, continuation of your residence in Texas, and the storage of your household goods. Further, during this period, Novell will reimburse you for the cost of you, your wife and two children to travel to the United States, up to a maximum reimbursement of $24,000 net per year, subject to your submission of the appropriate documentation to receive reimbursement in accordance with Novell’s reimbursement policies. At the end of your assignment in EMEA,

Mr. Tom Francese
August 31, 2005
Page 3

Novell will reimburse you for the costs associated with your move back to the United States, up to a maximum reimbursement of $50,000, subject to your submission of the appropriate documentation to receive reimbursement in accordance with Novell’s reimbursement policies.

Lastly, in addition to the foregoing benefits, Novell offers an outstanding benefits package, which we view as an important part of our compensation program. The full range of benefits include: a 401(k) plan, life, medical, dental and disability insurance coverage, four weeks of vacation per year, and financial planning (up to a maximum cost of $20,000 per year).

While your employment with Novell is for no particular duration and is at-will, meaning that Novell or you may terminate the employment relationship at any time, with or without cause and with or without prior notice, you will be entitled to receive certain severance benefits if you execute the severance agreement that is attached to this offer letter as Exhibit A (the “Severance Agreement”), experience a termination that is covered by the Severance Agreement and comply with the terms and conditions of the Severance Agreement. Among the requirements of the Severance Agreement is that you comply with its confidentiality, non-competition and non-solicitation obligations and limitations. This offer is expressly contingent on your execution of the attached Severance Agreement.

Lastly, this offer is expressly contingent on your agreement to the terms, and execution, of the attached Intellectual Property Agreement (the “Intellectual Property Agreement”), a copy of which is attached as Exhibit B, as well as agreeing to be bound by the terms and conditions of Novell’s Code of Business Ethics and such other agreements required for employees of Novell.

*       *       *       *       *

Federal employment law requires that you provide verification of your eligibility to work in the United States before you start employment. As a result, this offer is contingent on you providing the necessary verification. Please review the I-9 instructions and bring the appropriate identification necessary to complete the form on your first day of employment.

The above terms of this offer letter set forth the entire terms and conditions of your offer of employment with Novell and supersede all prior or contemporaneous agreements, representations or understandings, written or oral, by or between Novell and you concerning the terms and conditions of your employment. This offer letter may only be modified by a written agreement signed by you and Novell’s Senior Vice President, People.

This offer will remain valid through August 31, 2005. Please signify acceptance of this offer by signing the “Acceptance and Acknowledgment” at the end of this offer letter. In addition, please signify your acceptance to the terms and conditions of the Severance Agreement by signing the Severance Agreement attached as Exhibit A and the Intellectual Property Agreement by signing the Intellectual Property Agreement attached as Exhibit B. Return the signed copy of this document, along with the Severance Agreement and Intellectual Property Agreement, to Novell Human Resources c/o Alan Friedman (at 404 Wyman St.,

Mr. Tom Francese
August 31, 2005
Page 4

Suite 500, Waltham, MA 02451) in the enclosed pre-addressed envelope, and retain any copies for your files.

We look forward to your joining Novell and we are eager to see the results of your contributions to Novell as you offer your considerable talents and abilities — and hope that we in turn enrich your career and contribute to the fulfillment of your professional goals. If you have questions or wish to discuss this offer, please contact me.

Sincerely,

/s/ Alan J. Friedman

Alan J. Friedman

Senior Vice President, People

Mr. Tom Francese
August 31, 2005
Page 5

ACCEPTANCE AND ACKNOWLEDGMENT

I accept the offer of employment from Novell as set forth in this offer letter and I understand that this offer of employment is conditioned on my express agreement to the terms set forth in this offer letter and the following terms:

I understand that my employment is “at-will” and, as such, Novell or I may terminate my employment for any reason at any time. There are no representations or promises that my employment will continue for a specific period.

Additionally, I acknowledge that this offer of employment is contingent upon successful completion of a background check, which is currently in progress, and, if applicable, upon authorization in the form of an export license from the U.S. Dept. of Commerce, Bureau of Export Administration, Office of Export Licensing or the U.S. Department of State, Office of Defense Trade Controls.

I understand that the terms and conditions described in this offer letter are the terms and conditions of my employment. In addition, I understand that any promotions, increases in compensation and/or offers regarding other positions must be in writing and signed by my manager and the appropriate individual in the Human Resources Department. I understand that Novell may modify benefits as well as other plans and programs from time to time as it deems necessary, including modifying plans and programs in order to bring them into compliance with current law, as determined by Novell in its sole discretion. As an employee of Novell, I understand and agree that I will be bound to abide by Novell’s policies and procedures.

The interpretation, performance and enforcement of this offer letter shall be governed by and construed in accordance with, the laws of the Commonwealth of Massachusetts, without reference to conflicts of laws principles. In addition, I agree that any dispute, claim or proceeding arising out of or relating to this offer letter shall be commenced and maintained in any state or federal court in the Commonwealth of Massachusetts and I submit to the exclusive venue and jurisdiction of such court. The language of all parts of this offer letter shall be construed as a whole according to its fair meaning and shall not be construed strictly either for or against either party. Moreover, the terms “and,” and “or” shall both mean “and/or.”

I acknowledge and agree that my agreement to the provisions set forth herein was a material inducement to Novell’s agreement to offer me the position of Senior Vice President, President Novell EMEA Operations. I agree that the representations contained in this offer letter are necessary for the protection of the business and goodwill of Novell and I consider them to be reasonable for such purpose, given that Novell conducts business worldwide and that a competitive business may be carried out anywhere in the world as a result of advanced communications technology. I agree that any breach or threatened breach of any provision of this offer letter (including, but not limited to, the confidentiality, non-competition, and non-solicitation provisions contained in the Severance Agreement attached as Exhibit A and the Intellectual Property

Mr. Tom Francese
August 31, 2005
Page 6

Agreement attached as Exhibit B) will cause Novell substantial and irrevocable damage and monetary damages would be inadequate to compensate Novell and, in addition to any other remedies or rights it may have, Novell shall be entitled to seek an injunction and all other available equitable relief to enforce the terms of this offer letter. Each provision herein shall be treated as a separate and independent clause, and the unenforceability of any one clause shall in no way impair the enforceability of any of the other clauses of the offer letter. If any provision of this offer letter shall for any reason be held to be excessively broad as to length of time, scope, range of activities, geographic area or otherwise so as to be unenforceable at law, such provision(s) shall be reformed and construed by the appropriate judicial body to the fullest extent enforceable, and the remaining provisions of this offer letter will not be affected.

/s/ Thomas M. Francese Signature

Thomas M. Francese Printed Name

9/2/2005 Date

Mr. Tom Francese
August 31, 2005
Page 7

Exhibit A

Severance Agreement

Mr. Tom Francese
August 31, 2005
Page 8

Exhibit B

Intellectual Property Agreement

EX-10.31

Exhibit 10.31

Novell, Inc.
Letter of Understanding

Date: August 1, 2006

To: Tom Francese

From: Ron Hovsepian, President/CEO
Alan Friedman, Senior Vice President People

Re: Terms and Conditions of your Long-Term International Assignment

Dear Tom,

This Letter of Understanding (hereafter “Letter”) confirms the terms and conditions concerning your International Assignment to the EMEA region on behalf of Novell, Inc. (“Novell”). This Letter is to be read in conjunction with your Offer Letter dated August 31, 2005 and executed by you on September 2, 2005 (the “Offer Letter”).

Your Home Location will remain Irving, Texas, Virtual Office Employee, U.S. with significant travel around the EMEA region. The assignment is anticipated to be for two years, as agreed upon between you and Ron Hovsepian, President and CEO (the “CEO”).

Your job title will be Senior Vice President, President Novell EMEA Operations, reporting to the CEO. For the duration of this assignment, you will remain on the United States payroll and will continue to receive your salary payment and benefits from the United States. Accordingly, your current salary and benefits will remain in effect as listed in the Offer Letter and you remain eligible to receive salary increases following periodic review by the CEO and the Novell Compensation Committee of the Board of Directors. Host Country holidays and hours of operation shall apply.

The Severance Agreement between you and Novell, Inc. dated October 3, 2005 (the “Severance Agreement”) shall remain in effect unless otherwise agreed to by you to be modified in order to comply with Internal Revenue Code section 409A.

RELOCATION BENEFITS:

Novell has secured the services of a relocation vendor, Hewitt Mobility to assist its employees on international assignments. All relocation benefits are administered via Hewitt Mobility. Janice Jones is the Relocation Consultant for Novell. Please contact her with any relocation-related questions. She may be reached via email at Janice.Jones@novell.com or via phone at 781-464-8189.

1

You will receive the following relocation benefits for the duration of this assignment as outlined in the Offer Letter.

• Per page two of the Offer Letter, an annual cash allowance of USD$250,000.00 GROSS (less applicable tax withholding), which is intended to compensate you for a portion of your expenses associated with your housing, car, cost of living in the assignment location, and the continuation of your residence in Texas.

• Per page two of the Offer Letter, Novell will reimburse you for the cost of you and your dependents to travel to or from the United States, up to a maximum reimbursement of USD$24,000 NET (Novell pays applicable taxes) per year, subject to your submission of receipts to Hewitt Mobility, Novell’s relocation vendor.

• For the duration of the assignment, Novell will directly pay for the cost of storing those of your household goods that currently are being stored by Hewitt Mobility in the United States for the duration of the assignment. Novell will also pay the vendor directly to move these goods out of storage and to a location designated by you. However, once the goods are moved out of storage , any additional fees associated with accessing these stored goods shall be at your own expense and must be paid directly by you to the vendor.

• Per page three of the Offer Letter, at the end of your assignment Novell will reimburse you for the costs associated with your move back to the United States, up to a maximum of USD$50,000 NET (Novell pays applicable taxes), provided you submit appropriate documentation to receive reimbursement in accordance with Novell’s reimbursement policies.

• If Novell requests and you agree to return to the United States for the purpose of accepting a different position or assignment, you will be offered the core relocation benefits package per the applicable Novell relocation policy at that time.

• Novell will supply annual tax preparation in the US and in foreign locations where required based on your work-days in such countries, including pre-assignment tax consultation. All tax preparation and consultation shall be provided by a Certified Public Accounting firm of Novell’s choosing (the “CPA firm”).

By entering into this agreement, you acknowledge and agree that the CPA firm is being retained to provide professional services both to Novell and to you, and that Novell shall have the right to review the underlying details of your tax returns to the extent reasonably necessary to ensure compliance with Novell policies and programs.

Should you return to the U.S. at the end of the assignment, all relocation benefits including your annual cash allowance of USD$250,000 GROSS, dependent travel reimbursement up to USD$24,000 NET, and household goods storage will be terminated upon your return. The tax consultation and preparation benefit will be terminated effective the tax year following your return to the U.S., provided there are no carry-over tax issues that need to be addressed.

STATUS AS AN AT-WILL EMPLOYEE:

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While your employment with Novell is for no particular duration and is at-will, meaning that Novell or you may terminate the employment relationship at any time, with or without cause and with or without prior notice, you will be entitled to receive certain severance benefits in accordance with your severance agreement. However, it may be the case that the local law in any applicable EMEA country may override this “at will” employment arrangement. If and only to the extent that local law requires any notice of termination or post-employment benefits, such required benefits shall offset any severance or separation pay or other benefits to which you may otherwise be entitled under any Novell plan or agreement. Therefore, nothing contained in this Agreement is intended to modify the “at-will” nature of your employment nor the terms and conditions of your severance agreement.

NOVELL U.S. PROCESS & POLICIES APPLY:

During your assignment, you will remain on the U.S. payroll and U.S. benefits plans. As such, all Novell, Inc. U.S. policies apply to you and your activities in the EMEA region. No medical, dental, housing, car, pension or any other benefit of any kind shall be distributed or administered or paid by any other Novell legal entity. You acknowledge and agree that you are not entitled to any duplicate benefit to those you receive from Novell, Inc. U.S. and that you will not request payment or reimbursement of a duplicate benefit, either from Novell or from the local country entity. Similarly, all expense reports and requests for reimbursement of business related expenses shall comply with Novell, Inc. procedures and policies and shall be entered using Novell’s expense reimbursement process and must list an authorized U.S. based individual as the approving manager. During business travel, all airline tickets, hotel reservations and car rental must be reserved and purchased via Novell, Inc. Travel Department or the Host Country’s travel reservations and purchase process. However, regardless of the method of purchase, all business travel airline tickets, hotel reservations and car rental must be purchased pursuant to Novell, Inc.’s current business travel policy.

PLEASE REVIEW:

By entering into this Agreement, it is not Novell’s intent to become subject to the law of any foreign jurisdiction and the parties agree that neither party will assert that foreign law applies or commence legal or equitable action so asserting. The parties explicitly agree and acknowledge that this Agreement, and the provision of services under this Agreement, are intended to be governed by the internal laws of the Commonwealth of Massachusetts.

CHANGES AMENDMENTS AND GAPS:

Any changes or amendments to this Letter – including this provision – not made in writing are invalid.

The provisions of this Letter are subject at any time to revision to comport with Home Country or other requirements, as determined by Novell in its sole discretion.

If any stipulations of this Letter are invalid or contain gaps, this shall not affect the validity of

3

the remaining provisions. The parties agree to replace any provisions, which are invalid or contain gaps, with such stipulations that come closest to the economically intended effect.

(Remainder of Page Intentionally Left Blank)

Please signify acceptance of this offer by signing the “Acceptance and Acknowledgment” attached to this Letter. Return the signed copies of these documents to Janice Jones in the Novell Human Resources Department and retain any copies for your files.

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Signatures

All individuals below understand and agree to the contents of this letter.

/s/ Tom Francese	Aug. 23, 2006
Tom Francese	Date
/s/ Ron Hovsepian	August 24, 2006
Ron Hovsepian	Date
/s/ Alan Friedman	Aug. 2, 2006
Alan Friedman	Date

5

ACCEPTANCE AND ACKNOWLEDGEMENT

I accept the at-will international employment from Novell as set forth in the attached letter. I understand and acknowledge that, unless local law provides to the contrary, my employment with Novell is for no definite duration and is at-will, meaning that Novell or I may terminate the employment relationship at any time, with or without prior notice.

I understand and agree that the terms and conditions set forth in this Letter, the Offer Letter, the Severance Agreement and the Novell, Inc. Intellectual Property and Nondisclosure Agreement executed by me (the “IP Agreement”) represent the entire agreement between Novell and me, superseding all prior negotiations and agreements, whether written or oral. I understand that the terms and conditions described in the above-listed documents are the terms and conditions of my employment. No one other than Novell’s Senior Vice President of People or the CEO of Novell is authorized to enter into any agreement with me which modifies the terms of the above-listed documents, and any such modification must be in writing and signed by either such executive. In addition, I understand that any promotions, increases in compensation and/or offers regarding other positions must be in writing and signed by my manager and the appropriate individual in the Human Resources Department As a condition of my continued at-will employment with Novell I understand and agree that I will be required to abide by the Company’s policies and procedures.

/s/ Thomas M. Francese Signature

Thomas M. Francese Printed Name

Aug. 23, 2006 Date

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EX-10.32

EXHIBIT 10.32

Novell	November 7, 2005
	Personal and Confidential
	Dr. Jeffrey M. Jaffe 2 Crabapple Court Monsey, New York 10952
	Dear Jeff,
	On behalf of Novell, Inc. (“Novell”), I am pleased to offer you the position of Executive Vice President of Worldwide Product Business Units and Technology. In this position, you will be reporting directly to Ron Hovsepian, President and Chief Operating Officer of Novell, and your responsibilities will be those commonly associated with the position of Executive Vice President of Worldwide Product Business Units and Technology. Your expected start date with Novell will be mutually agreed to between you and Ron Hovsepian, but in no event will it be later than December 12, 2005. This appointment is subject to approval by Novell’s Board of Directors pursuant to Novell’s Statement on Corporate Governance.
	Your base salary will be no less then $18,750 per bi-monthly pay period (less applicable tax withholding), which is $450,000 annualized (less applicable tax withholding). In addition to your base salary, starting on your employment commencement date, you will be eligible to participate in Novell’s discretionary Annual Bonus Program. Your bonus will be based on the attainment of certain performance goals, which may be determined based on your individual performance, the performance of your group and/or Novell’s performance. These goals will be established by Novell, and your annualized target bonus will represent a percentage of your annual base salary. If all of the performance goals designated for you are met at target your bonus will be 100% of your base salary. During the first year of your participation in Novell’s discretionary Annual Bonus Program your bonus will not be less than 50% of your base salary.
	You will also receive a one-time sign-on bonus equal to $300,000 (less applicable tax withholding). This sign-on bonus will be paid to you in a lump sum cash payment on the next reasonable pay period that follows commencement of your employment with Novell. Additionally, in the event that you are not terminated for cause or you do not resign from your position with Novell within the first year of your employment commencement date, you will receive a lump sum cash payment equal to $600,000 (less applicable tax withholding.) This amount will be paid to you on the next reasonable pay period that follows the first anniversary of your employment commencement date.
	Subject to the approval of Novell’s Compensation Committee, after commencement of your employment with Novell, you will be granted a non-qualified stock option to purchase 100,000 shares of Novell common stock under one of Novell’s equity compensation plans. This option will vest 25% per annum as long as you are employed by Novell on the applicable vesting date. In

Mr. Jeff Jaffe
November 7, 2005
Page 2

addition, subject to the approval of Novell’s Compensation Committee, after commencement of your employment with Novell, you will be granted a non-qualified stock option to purchase an additional 200,000 shares of Novell common stock under one of Novell’s stock option plans. This option will vest based on the attainment of performance goals. Specifically, 100,000 of the shares subject to the option will vest over a four (4) year period if Novell achieves certain operating revenue targets over such period, with (i) 25% of the shares vesting if operating revenue for the fiscal year is at least 105%, but less than 110%, of the budgeted revenue for the fiscal year, and (ii) 50% of the shares vesting if operating revenue for the fiscal year is at least 110% of the budgeted revenue for the fiscal. The other 100,000 shares subject to the option will vest over a four (4) year period if Novell achieves certain operating profit targets over such period, with (i) 25% of the shares vesting if operating profit for the fiscal year is at least 110%, but less than 115%, of the budgeted profit for the fiscal year, and (ii) 50% of the shares vesting if operating profit for the fiscal year is at least 115% of the budgeted profit for the fiscal. The budgeted revenue and profit targets for a fiscal year will be specified in your stock option agreement at the time of grant. The other terms and conditions of these stock option grants will be as set forth in Novell’s standard stock option agreement, which will be provided to you after your stock option grants are approved by the Compensation Committee.

In addition, subject to the approval of Novell’s Compensation Committee, after commencement of your employment with Novell, you will be granted 100,000 shares of restricted stock, at a purchase price of $0.10 per share, under one of Novell’s equity compensation plans. The shares of restricted stock will vest 1/3 per annum as long as you are employed by Novell on the applicable vesting date.

In addition to your initial stock option and restricted stock grants, you will be eligible to participate in Novell’s discretionary Executive Long Term Incentive Equity Plan, which will provide you with the opportunity to receive annual stock option grants to purchase Novell common stock, subject to the approval of Novell’s Compensation Committee. If your employment with Novell commences prior to December 1, 2005, you will be eligible to participate in Novell’s discretionary Executive Long Term Incentive Equity Plan for option grants awarded in December of 2005, subject to the approval of Novell’s Compensation Committee.

As an Executive Vice President of Novell, a condition of your continued employment will be your participation in the Novell Stock Ownership Program. This program requires Novell’s leaders to obtain a minimum personal ownership level in Novell stock over a five-year period. For Executive Vice Presidents, such minimum ownership is equal to two times your base salary as of the effective date of your participation in the Program. For further details concerning the Program, please contact me.

If you accept this offer of employment, in lieu of your participation in Novell’s standard relocation program for your move to Boston, Massachusetts, you will receive a lump sum after-tax cash payment equal to $75,000 that will be paid to you on the next reasonable payroll period that occurs after your first day of employment with Novell; however, if, at any time within the one (1) year period after your employment commencement date, Novell terminates your employment

Mr. Jeff Jaffe
November 7, 2005
Page 3

for cause or you resign from your position with Novell for any reason, you will be required to immediately repay to Novell the entire before-tax cash value of this payment.

Lastly, in addition to the foregoing benefits, Novell offers an outstanding benefits package, which we view as an important part of our compensation program. The full range of benefits include: a 401(k) plan, life, medical, dental and disability insurance coverage, and four weeks of vacation per year. Further, in order to reimburse you for a portion of the costs of your personal annual financial planning, you will receive an annual lump sum cash payment of $20,000 (less applicable tax withholding), which will be paid to you on the next reasonable pay period that follows April 1 of each calendar year. This cash payment is expressly conditioned on you being employed by Novell on April 1 of each calendar year for which the payment will be made.

As you know, the position of Executive Vice President of Worldwide Product Business Units and Technology will require you to have a U.S. government “top secret” clearance. Please let me know if there is anything we can do to assist you in transferring your existing clearance from the U.S. government.

While your employment with Novell is for no particular duration and is at-will, meaning that Novell or you may terminate the employment relationship at any time, with or without cause and with or without prior notice, you will be entitled to receive certain severance benefits if you execute the severance agreement that is attached to this offer letter as Exhibit A (the “Severance Agreement”), experience a termination that is covered by the Severance Agreement and comply with the terms and conditions of the Severance Agreement. Among the requirements of the Severance Agreement is that you comply with its confidentiality, non-competition and non-solicitation obligations and limitations. This offer is expressly contingent on your execution of the attached Severance Agreement.

Lastly, this offer is expressly contingent on your agreement to the terms, and execution, of the attached Intellectual Property Agreement (the “Intellectual Property Agreement”), a copy of which is attached as Exhibit B, as well as agreeing to be bound by the terms and conditions of Novell’s Code of Business Ethics and such other agreements required for employees of Novell.

          *           *           *           *           *          

Federal employment law requires that you provide verification of your eligibility to work in the United States before you start employment. As a result, this offer is contingent on you providing the necessary verification. Please review the I-9 instructions and bring the appropriate identification necessary to complete the form on your first day of employment.

The above terms of this offer letter set forth the entire terms and conditions of your offer of employment with Novell and supersede all prior or contemporaneous agreements, representations or understandings, written or oral, by or between Novell and you concerning the terms and conditions of your employment. This offer letter may only be modified by a written agreement signed by you and Novell’s Senior Vice President, People.

Mr. Jeff Jaffe
November 7, 2005
Page 4

This offer will remain valid through November 16, 2005. Please signify acceptance of this offer by signing the “Acceptance and Acknowledgment” at the end of this offer letter. In addition, please signify your acceptance to the terms and conditions of the Severance Agreement by signing the Severance Agreement attached as Exhibit A and the Intellectual Property Agreement by signing the Intellectual Property Agreement attached as Exhibit B. Return the signed copy of this document, along with the Severance Agreement and Intellectual Property Agreement, to Novell Human Resources c/o Alan Friedman (at 404 Wyman St., Suite 500, Waltham, MA 02451) in the enclosed pre-addressed envelope, and retain any copies for your files.

We look forward to your joining Novell and we are eager to see the results of your contributions to Novell as you offer your considerable talents and abilities — and hope that we in turn enrich your career and contribute to the fulfillment of your professional goals. If you have questions or wish to discuss this offer, please contact me.

Sincerely,

/s/ Alan J. Friedman

Alan J. Friedman
Senior Vice President, People

EX-10.33

EXHIBIT 10.33

Confidential Treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as “***”. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

SECOND AMENDED AND RESTATED TECHNICAL COLLABORATION AGREEMENT

          This Second Amended and Restated Technical Collaboration Agreement (“Agreement”) is entered into as of November 2, 2006 (“Effective Date”) between Novell, Inc., a Delaware corporation with principal offices at 404 Wyman Street, Waltham, Massachusetts 02451 (“Novell”) and Microsoft Corporation, a Washington corporation with principal offices at One Microsoft Way, Redmond, WA 98052-6399 (“Microsoft”).

Recitals

The parties are interested in collaborating on virtualization, management and other related interoperability initiatives to improve customer satisfaction.

Accordingly and in consideration of the mutual covenants and conditions stated below, Microsoft and Novell agree as follows:

Agreement

1. Definitions

1.1	“Longhorn Server” means the next major release of Microsoft’s Windows server operating system following Windows Server 2003 R2, and any Upgrades thereto that are commercially released during the Term.
1.2	“Microsoft HyperCall API Specification” means the Microsoft technical specification and associated information that describes the low level programming interface that is used between a guest server operating system and the Viridian hypervisor, and any Upgrades thereto that Microsoft may provide to Novell during the Term. This information could be used to enable a guest server operating system to call the Viridian hypervisor or a non-Viridian hypervisor, if any such non-Viridian hypervisor implements the Microsoft HyperCall API Specification.
1.3	“Microsoft HyperCall API Specification Release Date” means the earlier of (a) the first date on which Microsoft makes the Microsoft HyperCall API Specification commercially available, or (b) the first date on which Microsoft makes Viridian commercially available as a standalone product or otherwise.
1.4	“Microsoft’s Necessary Claims” means those claims of a patent or patent application, throughout the world, excluding design patents and design registrations, owned or controlled by Microsoft which would necessarily be infringed by making, having made, using, selling, offering for sale, importing, or otherwise disposing of only those portions of the Novell Shim that implement the Microsoft HyperCall API Specification. A claim is necessarily infringed hereunder only when it is commercially impracticable to implement the Microsoft HyperCall API Specification in a way that avoids infringing it. Notwithstanding the foregoing, Necessary Claims shall not include any claims other than as set forth above even if contained in the same patent as Necessary Claims, or that, if licensed, would require a payment of royalties by Microsoft to third parties. Moreover, Necessary Claims shall not include any patent claims infringed by (i) any enabling technologies that may be necessary to make or use any Novell HyperCall API Implementation but are not themselves expressly set forth in the Microsoft HyperCall API

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Microsoft Confidential Page 1 5/24/2007          

	Specification (e.g., hypervisor technology, semiconductor manufacturing technology, compiler technology, object-oriented technology, basic operating system technology, data or voice networking technology, and the like); or (ii) the implementation of other specifications or standards or optional implementation-specific extensions merely referred to in the body of the Microsoft HyperCall API Specification.
1.5	“Microsoft Optimization Deliverables” mean Microsoft Virtual Machine Linux Additions, Microsoft Virtual Machine Shim, and Microsoft Virtual Machine I/O Components.
1.6	“Microsoft Source Code” means the Source Code for the Microsoft Optimization Deliverables and related documentation.
1.7	“Microsoft Testing Tools” means those Microsoft testing tools and validation and performance test suites that are identified in the Novell VM Test Plan or the Novell Shim Test Plan described in Sections 3.1(c) and 3.2(c), respectively, below as required for the implementation of each such testing plan.
1.8	“Microsoft Virtual Machine Linux Additions” mean the software components distributed as of the Effective Date by Microsoft as the “Microsoft Virtual Machine Additions for Linux”, offering Linux guest support for Microsoft Virtual Server 2005 R2, as provided by Microsoft to Novell, including any Upgrades thereto that Microsoft may provide to Novell during the Term.
1.9	“Microsoft Virtual Machine I/O Components” mean (a) an implementation of the VMBus protocol needed to communicate between the Viridian disk/networking virtualization service providers (“VSPs”) and the Linux disk/networking virtualization service clients (“VSCs”), (b) a Linux block storage driver that communicates with the Viridian disk VSP using the VMBus protocol, (c) a Linux Ethernet driver that communicates with the Viridian net VSP using the VMBus protocol, and (d) documentation describing (a)-(c) (where available), each of the foregoing (a)-(d) as provided by Microsoft to Novell, and including any Upgrades thereto that Microsoft may provide to Novell during the Term.
1.10	“Microsoft Virtual Machine Shim” means a software adapter shim that enables a Xen-enabled Linux guest operating system to run on the Viridian hypervisor, as provided by Microsoft to Novell, including any Upgrades thereto that Microsoft may provide to Novell during the Term.
1.11	“Microsoft Virtualization Technology” means Microsoft Virtual Server and Viridian.
1.12	“Microsoft Virtual Server” means Microsoft Virtual Server 2005, Virtual Server 2005 R2 and any Upgrades thereto that are commercially released during the Term.
1.13	“Modified Additions” means derivative works, made by or on behalf of Novell, of the Microsoft Virtual Machine Linux Additions that enable SLES to run with improved performance or functionality as a guest operating system on Microsoft Virtual Server.
1.14	“Modified I/O Components” means derivative works, made by or on behalf of Novell, of the Microsoft Virtual Machine I/O Components that enable SLES to run with improved performance or functionality as a guest operating system on Viridian.
1.15	“Modified Shim” mean derivative works, made by or on behalf of Novell, of the Microsoft Virtual Machine Shim that enable SLES to run with improved performance or functionality as a guest operating system on Viridian.
1.16	“Novell HyperCall API Implementation” means only those portions of software that implement the Microsoft HyperCall API Specification.
1.17	“*** ” shall have the meaning set out in Section ***.

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Microsoft Confidential Page 2 February 11, 2007     

1.18	“Novell Shim” means a Novell software adapter shim that incorporates the Novell HyperCall API Implementation and enables a Longhorn Server to run as a guest operating system on SLES using the Xen or other compatible hypervisor.
1.19	“*** ” means an ***.
1.20	“Novell VM Optimizations” mean the Modified Additions, Modified I/O Components and Modified Shim.
1.21	“Object Code” means machine-readable computer software code generated from Source Code by a compiler, interpreter, assembler, or similar technology.
1.22	“Open XML-ODF Translator” means software that enables (i) files written in Open XML to be opened by OpenOffice; and (ii) files created with OpenOffice to be saved in Open XML.
1.23	“SLES” means SuSE Linux Enterprise Server version 10 and any Upgrades thereto that are commercially released during the Term.
1.24	“Source Code” means computer software program instructions that must be translated by a compiler, interpreter, or assembler into Object Code before execution, and any accompanying documentation.
1.25	“Term” has the meaning given in Section 10.1.
1.26	“Translator Project” means the open source Open XML–ODF translator project located at http://sourceforge.net/projects/odf-converter.
1.27	“Upgrades” mean any corrections, improvements, bug fixes, revisions, enhancements, localizations, updates, Successor Products, upgrades or other modifications. For purposes herein, “Successor Products” shall mean a server software (and not a client software) product offering that includes substantially similar features and functionality to, and is a replacement for, the relevant product.
1.28	“Viridian” means the first version (i.e., “V1”) hypervisor and related virtualization software being developed by Microsoft currently intended for release as part of Longhorn Server, including any Upgrades thereto that Microsoft may commercially release during the Term.
1.29	“Viridian WMI” means the Windows Management Instrumentation interface in Viridian.
1.30	“Windows Management Instrumentation” means the Microsoft extension to the Distributed Management Task Force (DMTF) Web-based Enterprise Management (“WBEM”) initiative, which provides a set of interfaces for access to components that provide management capabilities to an enterprise.
1.31	“Xen” means version 3.0.2 of the Xen hypervisor, and any Upgrades thereto that are released during the Term.

2. Related Agreements.

2.1

Patent Cooperation Agreement. On or around the Effective Date of this Agreement, the parties have entered into a Patent Cooperation Agreement (“Patent Cooperation Agreement”), where the parties have agreed to certain patent covenants. The parties acknowledge that such Patent Cooperation Agreement is a pre-requisite for the parties to enter into this Agreement and the Business Collaboration Agreement described in Section 2.2 below. In the event of a conflict between the terms of this Agreement and the Patent Cooperation Agreement, the terms of the Patent Cooperation Agreement shall control, but solely to the extent of the inconsistency.

2.2

Business Collaboration Agreement. On or around the Effective Date of this Agreement, the parties also have entered into a Business Collaboration Agreement (“Business Collaboration Agreement”) which,

*** Portion for which confidential treatment requested.

Microsoft Confidential Page 3 February 11, 2007     

among other things, provides a framework for the parties to commercialize certain virtualization offerings and to coordinate support for joint customers that wish to run SLES as a guest operating system on Microsoft Virtualization Technology and/or run Windows as a guest operating system on SLES with Novell’s virtualization technology. In the event of a conflict between the terms of this Agreement and the Business Collaboration Agreement, the terms of this Agreement shall control, but solely to the extent of the inconsistency.

3. Optimization of Virtualization Technologies

3.1 Optimization of SLES on Windows.

(a)	Microsoft Optimization Deliverables. Microsoft will deliver the Microsoft Virtual Machine Linux Additions in Source Code form to Novell by no later than ***. The parties acknowledge that, as of the Effective Date, the other Microsoft Optimization Deliverables are under development. As of the Effective Date, Microsoft anticipates delivering the other Microsoft Optimization Deliverables around *** but in any case will deliver them to Novell once Microsoft’s development contractors have completed them and Microsoft has completed its quality testing. If, however, Microsoft’s development contractors fail to deliver such Microsoft Optimization Deliverables to Microsoft by *** and Microsoft is unable to obtain such delivery from the development contractor by *** , then Microsoft will (in its sole discretion) either promptly complete such Microsoft Optimization Deliverables itself and deliver them to Novell *** following *** , or will hire another development contractor (which could include Novell) to promptly complete such development work on Microsoft’s behalf. Upgrades to the Microsoft Optimization Deliverables shall be delivered to Novell (in Source Code form) as specified in Section 3.5.
(b)	Development of Novell VM Optimizations. Novell may use the Microsoft Optimization Deliverables pursuant to the license rights granted in Section 4.1(a) below.
(c)	Test Plan. The parties agree to jointly develop a plan, to be agreed upon in writing, for testing Novell VM Optimizations running on the Microsoft Virtualization Technology (“Novell VM Test Plan”). Neither party will publicly release any test results without the prior written consent of the other party, which consent will not be unreasonably withheld.
(d)	Knowledge Base Article. Within *** following the Effective Date, Microsoft will amend its current policy governing support for Microsoft software running in non-Microsoft hardware virtualization software, as set forth in Knowledge Base article 897615, to modify any general statements that Microsoft does not support Microsoft software running in conjunction with non-Microsoft hardware virtualization software by stating that Microsoft does jointly support certain non-Microsoft hardware virtualization software from vendors with whom Microsoft has a support relationship that covers virtualization solutions. Microsoft will not alter such Knowledge Base article 897615 in a manner inconsistent with such amendment during the Term, nor will Microsoft otherwise make statements inconsistent with such amendment. If, however, Novell discovers that Microsoft has made such an inconsistent statement, Novell will bring it to the attention of the Microsoft Relationship Coordinator so that Microsoft may correct the inconsistency.

3.2 Optimization of Windows on SLES.

(a) Delivery of Microsoft HyperCall API Specification. Microsoft will deliver the current version of the Microsoft HyperCall API Specification to Novell within *** following the Effective Date. Thereafter during the Term, the parties will cooperate to identify prerelease and final release Upgrades, and material error correction Upgrades, to such specification appropriate for the uses described in Section 4.1(b), and Microsoft will provide the Upgrades so identified to Novell. Novell acknowledges and agrees that the Microsoft HyperCall API Specification constitutes Microsoft Confidential Information pursuant to Section 8.1 below, unless and until Microsoft makes such Specification publicly available.

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Microsoft Confidential Page 4 February 11, 2007     

(b)	Development of Novell Shim. Novell may use the Microsoft HyperCall API Specification to develop a Novell Shim in accordance with the license rights granted in Section 4.1(c) below.
(c)	Test Plan. The parties agree to jointly develop a plan, to be agreed upon in writing, for testing the use of the Novell Shim to run Longhorn Server as a guest operating system on SLES using the Xen or other compatible hypervisor (“Novell Shim Test Plan”). Neither party will publicly release any test results without the prior written consent of the other party, which consent will not be unreasonably withheld.
(d)	Driver Signing. Microsoft will offer Novell access, on reasonable and nondiscriminatory terms, to Microsoft’s then-current driver signing program(s) to accommodate digital signing of the Windows drivers developed by Novell for the purpose of optimizing Microsoft Windows Server 2003 R2 and Longhorn Server to run as guest operating systems on SLES.

3.3 Virtualization Management Interfaces.

(a)	Microsoft Viridian WMI. Microsoft currently has plans to publicly document the Viridian WMI interface (“Viridian WMI Interface”) on or around the time that Microsoft publicly releases the Viridian-based software development kit (“Viridian SDK”). As soon as practicable following the Effective Date, Microsoft agrees to provide technical information documenting and relating to the then-current Viridian WMI Interface that facilitates the command, control and/or configuration of a Windows virtual machine environment (“Preliminary WMI Information”). Microsoft will provide Novell with the Viridian SDK (including changes between the Preliminary WMI Information and the information provided in the Viridian SDK) on or around Microsoft’s release to manufacture (“RTM”) date for the Viridian SDK (but in no event later than three business days following such RTM) (the Preliminary WMI Information and the Viridian SDK, collectively, the “Viridian WMI Information”). Novell acknowledges that the Preliminary Viridian WMI Information may contain inaccuracies, will be subject to change prior to Microsoft’s final commercial release of the Viridian SDK, and that the Preliminary Viridian WMI Information may not represent the final Microsoft product implementation as commercially released. The Preliminary Viridian WMI Information is provided for Novell’s internal reference use only, which referential use will be solely for the purpose of optimizing and enhancing the interoperability of SLES with Viridian. Notwithstanding the foregoing, Novell’s use of the Viridian SDK will be governed by the Viridian SDK license terms. Such terms shall not be construed to diminish any licenses granted to Novell under this Agreement. The Preliminary Viridian WMI Information is subject to the confidentiality obligations under Section 8, below until such time as it is made publicly available by Microsoft.
(b)	Updates to Documentation. During the Term, the parties will cooperate to identify additional prerelease and final release Upgrades, and material error correction Upgrades, to the Viridian WMI Information appropriate for the uses described in Section 3.3(a) above, and Microsoft will provide the Upgrades so identified to Novell for the use described in Section 3.3(a) above.
(c)	Novell Management Interface Information. Novell agrees to provide Microsoft with technical information relating to the SLES virtualization management interface that facilitates the command, control and/or configuration of a SLES virtual machine environment (“Novell Management Interface Information”). The foregoing obligation applies whether or not Novell Management Interface Information is available publicly in the open source community, and Novell agrees to provide such information to Microsoft as soon as practicable following the Effective Date. If any such Novell Management Information is not publicly available, it is provided for Microsoft’s internal reference use only, which referential use will be solely for the purpose of optimizing and enhancing the interoperability of Microsoft management products with SLES. The Novell Management Interface Information is subject to the confidentiality obligations under Section 8 below until such time as it is made publicly available by Novell.
(d)	Updates to Documentation. During the Term, the parties will cooperate to identify additional prerelease and final release Upgrades, and material error correction Upgrades, to the Novell Management Interface Information appropriate for the uses described in Section 3.3(c) above, and

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	Novell will provide the Upgrades so identified to Microsoft for the use described in Section 3.3(c) above.
(e)	Tools for Managing Heterogeneous Environments. The parties agree to use commercially reasonable efforts to work together and with independent software vendors (ISVs) on management tools for managing heterogeneous virtualization environments.

3.4 Optimization Innovation Laboratory. The parties will meet within *** following the Effective Date (or such other mutually agreed-upon time) to begin developing a plan for jointly establishing and operating a technical laboratory (“Lab”) dedicated to improving the experience for mutual customers who are running or considering running SLES as a guest operating system on Microsoft Virtualization Technology, as well as Longhorn Server and Windows Server 2003 as a guest operating system on SLES, and other mutually agreed activities. Details surrounding development of the Lab are subject to the parties’ mutual agreement. At a minimum, however, the parties agree that:

(a)	Location: The Lab will be installed at a mutually agreed upon location on the East Coast, with a strong bias toward a Microsoft or Novell location that is within the Boston-New York City corridor.
(b)	Purpose of the Lab: (i) to showcase and Validate SLES running as a guest operating system on Microsoft Virtualization Technology, as well as Windows Server 2003 and Longhorn Server running as a guest operating system on Xen or other mutually agreed upon compatible hypervisor. No extension or tuning will be done in the Lab to favor the host virtual solution of one party over the host virtual solution of the other party; (ii) to showcase, test, and Validate identity federation interoperability between Active Directory, eDirectory, and Access Manager 3 both on Longhorn and SLES servers as may be contemplated by projects set forth in section 5.2; and (iii) such interoperability testing as may be contemplated by the OSS WSMAN Project set forth in section 5.1. No extension or tuning will be done in the Lab to favor the directory service of one party over the directory service of the other party. For purposes of this paragraph, “Validate” means (x) that Microsoft will use its existing practices and test suites (or updates to such suites or relevant new suites developed during the Term) to test Windows Server 2003 and Longhorn Server running as a guest operating system on Xen (or other mutually agreed upon compatible hypervisor), and (y) that Novell will use its existing practices and test suites (or updates to such suites or relevant new suites developed during the Term) to test SLES running as a guest operating system on Microsoft Virtualization Technology. The parties agree to share their validation testing results with one another and to cooperate on communicating validation test results to customers and potential customers.
(c)	Staffing: The Lab will be staffed with two technically qualified Microsoft representatives, two technically qualified Novell representatives, one mutually agreed upon Lab administrator, and one mutually agreed upon Lab manager.
(d)	Equipment: The parties will cooperate to stock the Lab with machines, equipment and the latest versions of each party’s software appropriate for the Purpose.
(e)	Funding: Microsoft and Novell will agree on how to fund the Lab’s operations. *** will endow the Lab, over the course of the Term, with *** , as needed, for mutually agreed upon *** such as *** shall pay *** of this amount to *** within *** of Agreement execution. The remaining amounts of the Lab funding be shall used and paid as mutually agreed to by the parties.
(f)	*** : For a *** period commencing on the *** will not *** as a *** of its business***

3.5 Deliverables. Except as expressly provided in Section 3.1(a) (with respect to the initial delivery of the Microsoft Virtual Machine Linux Additions) and Section 3.2(a) (with respect to the initial delivery of the Microsoft HyperCall API Specification), with respect to each Microsoft Optimization Deliverable and the Microsoft HyperCall API Specification (including Upgrades to both during the Term) (collectively, “Deliverables”), Microsoft shall deliver each such Deliverable to Novell (in Source Code form if applicable) on the earliest date it is ready for delivery, as determined by Microsoft in its reasonable

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discretion, and in any case not later than the earliest date that Microsoft makes such version available to any third party (other than independent contractors performing development or testing work on the Deliverables for Microsoft). For each Deliverable that includes beta releases, Microsoft shall deliver the beta releases to Novell on the earliest date that Microsoft makes such beta releases available to any third party (other than independent contractors performing development or testing work on the Deliverables for Microsoft). The parties acknowledge the difficulty in identifying all information and materials the other party may reasonably require to accomplish the purposes of this Agreement, and therefore both parties agree to promptly accommodate the other party’s reasonable and relevant request for additional information and materials. Microsoft further agrees to invite Novell to participate in its standard program offerings for receiving beta releases of Longhorn Server and Viridian.

3.6

During the Term, *** will provide a total of *** to *** for use in funding *** will also provide an additional amount of *** to *** in conjunction with *** for the purpose of *** will respond to *** requests for information related to this *** of the amounts identified in this section shall be paid within *** of Agreement execution. The remaining amount shall be paid in *** from Agreement execution, or as may be mutually agreed otherwise in writing by the parties.

4. License Grants and Support

4.1 From Microsoft to Novell

(a) Development of Novell VM Optimizations. For the purposes of this Agreement the term “BSD” refers to the BSD license current as of the Effective Date (i.e., without the “advertising” clause). Microsoft hereby licenses to Novell, under Microsoft’s intellectual property rights (and any third party intellectual property rights licensed to Microsoft under terms that would permit Microsoft to license them to Novell pursuant to terms hereunder without payment of royalties by Microsoft), the Microsoft Optimization Deliverables under the BSD license. Novell covenants that it shall not distribute (i) the Microsoft Virtual Machine Shim and/or Modified Shim until the *** ; and (ii) the Microsoft Virtual Machine I/O Components, or modifications thereto, until the *** .

*** agrees to *** Microsoft Virtual Machine Shim and Microsoft Virtual Machine I/O Components *** .

(b)	Microsoft Testing Tools: Microsoft hereby grants to Novell a non-exclusive, non-assignable, non-transferable, royalty-free, fully paid-up, license under Microsoft’s intellectual property rights, and under any third party intellectual property rights licensed to Microsoft under terms that would permit Microsoft to license them to Novell pursuant to terms hereunder without payment of royalties by Microsoft, to internally use the Microsoft Testing Tools as needed to conduct testing of the Novell VM Optimizations and Novell Shim pursuant to the Novell VM Testing Plan and Novell Shim Testing Plan, as applicable.
(c)	Development of the Novell Shim. Microsoft hereby grants to Novell a non-exclusive, non-assignable, non-transferable, royalty-free fully paid-up license
	(i) under (A) Microsoft’s trade secrets and copyrights to internally use and reproduce the Microsoft HyperCall API Specification for the sole purpose of developing the Novell Shim; and (B) ***, under Microsoft’s trade secrets and copyrights (to the extent the Novell Shim is a derivative work of the Microsoft HyperCall API Specification), to ***; and
	(ii) under Microsoft’s Necessary Claims, to (A) make and use the Novell Shim in Source Code and Object Code form, and (B) ***.
	If and when Microsoft makes an implementation license for the Microsoft HyperCall API Specification publicly available, then Novell may enter into such license to obtain any additional rights that may be available thereunder.

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(d)

Microsoft Feedback. If Microsoft, at any time during the Term, provides Novell with comments, suggestions or other feedback regarding bug fixes, enhancements or other modifications to the Novell VM Optimizations, the Novell Shim or SLES (collectively, “Microsoft Feedback”), Microsoft will be deemed to have granted Novell a non-exclusive, royalty-free, fully paid up, perpetual, irrevocable, worldwide license under Microsoft intellectual property rights to use, disclose, modify, reproduce, license, distribute, commercialize and otherwise freely exploit without restriction of any kind all such Microsoft Feedback as Novell sees fit. Microsoft Feedback shall not include code.

(e)

No Reverse Engineering. Novell will not reverse engineer, decompile, or disassemble any copies of Microsoft software provided to Novell under this Agreement in Object Code form only, except and only to the extent that it is authorized under applicable law notwithstanding this restriction.

4.2	Novell Feedback. If Novell, at any time during the Term, provides Microsoft with comments, suggestions or other feedback regarding bug fixes, enhancements or other modifications to the Microsoft Optimization Deliverables, Microsoft Virtualization Technology, Longhorn Server, Microsoft HyperCall API Specification or the Microsoft Testing Tools (collectively, “Novell Feedback”), Novell will be deemed to have granted Microsoft a non-exclusive, royalty-free, fully paid up, perpetual, irrevocable, worldwide license under Novell’s intellectual property rights to use, disclose, modify, reproduce, license, distribute, commercialize and otherwise freely exploit without restriction of any kind all such Novell Feedback as Microsoft sees fit. Novell Feedback shall not include code.
4.3	Ownership/Reservation of Rights. Subject to the license rights granted herein, Microsoft owns all right, title and interest in and to the Microsoft Optimization Deliverables, Microsoft Virtualization Technology, Longhorn Server, Microsoft HyperCall API Specification, Microsoft Testing Tools and Microsoft Feedback, and Novell owns all right, title and interest in and to the Novell Shim, Novell VM Optimizations, SLES and Novell Feedback. The parties reserve all rights not expressly granted in this Agreement. No additional rights (including any implied licenses, covenants, releases or other rights) are granted by implication, estoppel or otherwise.
4.4	Non-Exclusivity; Freedom of Action. The parties’ collaboration obligations under this Agreement are non-exclusive. Subject to each party’s confidentiality obligations regarding the use of the other party’s Confidential Information, neither party is precluded by this Agreement from deploying, offering, promoting or developing, whether alone or in collaboration with others, any software, services, platforms or products that compete with the other party’s software, services, platforms or products.
4.5	Customer Support. The parties’ customer support obligations with regard to the other party’s virtualization technologies described in this Agreement, including technology developed pursuant to the foregoing license grants, will be set forth in the Business Collaboration Agreement. Except as provided therein, neither party is obligated to provide support to the other party or its customers for the other party’s virtualization technology.
4.6	Technical Support. Upon request, each party will use commercially reasonable efforts to provide technical assistance to the other party with respect to the requested party’s technology, in conjunction with the requesting party’s development work contemplated under this Agreement. Such technical assistance may include informal advice, guidance and information regarding the requested party’s technology and/or assistance with debugging. Technical assistance does not include any writing of software code or any feedback as defined under Sections 4.1(c) or 4.2. Any information provided in connection with the technical assistance is provided for the requesting party’s internal reference use only, which referential use will be solely for purposes consistent with the development of the requesting party’s relevant software and will be subject to the confidentiality obligations under this Agreement. The parties currently anticipate that Microsoft will provide limited technical support with respect to Novell’s development work contemplated under Sections 3.1(b), 3.2(b), 5.2(a), 5.4(a) and, as agreed, under Section 5.5 on Additional Projects. Similarly, Novell will provide limited technical support with respect to Microsoft’s development work contemplated under Section 5.4(b) and, as agreed, under Section 5.5 on Additional Projects.

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5. Additional Technical Collaboration.

5.1 WS-Man Open Source Implementation. The parties will engage in coordinated activities to provide standards-based management interfaces that provide a consistent management experience between Microsoft Windows Server and SLES. The initial work would be virtual machine management, with such additional work to be based on the parties’ mutual agreement. The parties will jointly identify the agreed upon version of the WS-Management specification (“WS-Management”), for implementation and interoperability testing, as further described below (collectively, the “OSS WSMAN Project”). Within one hundred twenty (120) days following the Effective Date (or such other mutually agreed time), the parties shall develop a plan for the OSS WSMAN Project (“Project Plan”). The details surrounding the OSS WSMAN Project will be set forth in the Project Plan and are subject to the parties’ mutual agreement. At a minimum, however, the parties agree that:

(a)	WS-Management Implementation. Microsoft and Novell will jointly identify, in writing, Novell’s participation in and the focus of the OSS WSMAN Project, in addition to the activities described in the following subsection (b).
(b)	Novell Implementation/Interoperability Testing. Novell will work with appropriate constituencies in the open source community to implement agreed-upon WS-Management features in its open source reference implementation within a mutually agreed-upon timeframe. The parties will jointly define a set of interoperability tests to demonstrate interoperability in the Lab based on mutually-agreed upon scenarios and features.
(c)	Funding. During the Term, *** will provide a total of *** to *** for use in funding *** of this amount shall be paid within *** of Agreement execution. The remaining amount shall be paid in *** from Agreement execution, or as may be mutually agreed otherwise in writing by the parties.
(d)	Non-Exclusivity. The parties’ obligations hereunder will be non-exclusive. Neither party will be precluded from entering into similar agreements with other parties, internally developing its own software projects, or using, promoting, or distributing other software projects, including independent implementations of WS-Management, with or without reference to the OSS WSMAN Project and including projects that compete with the OSS WSMAN Project. The parties may take reasonable steps to operationally prevent information sharing between the Dedicated Resource and such party’s other WS-Management development teams.
(e)	No Joint Development. The parties do not intend that any intellectual property be jointly created or jointly developed in connection with the OSS WSMAN Project.
(f)	WS-MAN Interoperability Event. To the extent that a conforming implementation of OSS WSMAN Project is developed hereunder, the parties will co-sponsor an interoperability event in which third party vendors will be invited to test the respective interoperability of their implementations against other third party implementations, including the OSS WSMAN Project implementation.

5.2 Directory Collaboration.

(a) Directory and Federated Identity Management (WS-Federation) Collaboration. The parties agree to use commercially reasonable efforts to work together to improve directory and identity interoperability and federated identity management between Microsoft Active Directory and Novell eDirectory, using web-services protocols such as the WS-Federation and related WS-Security protocols, and focusing on the following interoperability scenarios.

1.	OSIS/WCS (Windows Cardspace) Interoperability Demonstration (CSID)
2.	Sharepoint/AM3 (Access Manager 3) Interoperability Demonstration (SAID)
3.	AD/SUSE Interoperability Demonstration (ADSU)

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During the Term, *** will provide a total of *** ) to *** or use in funding *** of this amount shall be paid within *** of Agreement execution. The remaining amount shall be paid in *** after Agreement execution, or as may be mutually agreed otherwise in writing by the parties.

(b)

Workshops and Feedback. Microsoft will invite Novell to participate in such workshops as it makes generally available to other partners with whom it has agreed to test implementations of web services protocols for federated identity management purposes. Additionally, Novell is invited to provide feedback during the testing process. The parties agree that the terms and conditions set out in Exhibit A will govern Novell’s workshop participation under this Section 5.2(b) and the licensing rights with respect to intellectual property that is embodied in any feedback Novell may choose to provide at such workshops. Microsoft will use commercially reasonable efforts to ensure that all participants in these workshops will be subject to agreements with the terms and conditions substantially similar to those set out in Exhibit A.

5.3 Office Open XML.

(a)	*** will exercise its *** to *** by no later than *** that (i) the *** OpenOffice (version 2 or later) *** does or will *** Office Open XML format (“Open XML”), and (ii) it will make a *** *** If *** does not *** it will *** within the same time frame that *** in the *** on a*** to *** Open XML. *** will provide its *** to*** at least *** in advance of *** The *** will be *** not to be *** will provide *** in the *** will *** of such *** the Term, including through *** in the *** is defined in the Business Collaboration Agreement.
(b)	Novell Product Support for Office Open XML. No later than *** after the Translator Project makes generally available a version of its translator for word processing, and thereafter throughout the Term, Novell will (unless commercially impracticable) make prominently available *** for word processing documents. The *** can be made prominently available to a user of *** via an easily available download or by distributing the *** with each copy of a *** . No later than *** after the Translator Project releases a final version of its translator for spreadsheets, Novell will use commercially reasonable efforts to include in the *** support for spreadsheet documents. No later than *** after the Translator Project releases a final version of its translator for presentations, Novell will use commercially reasonable efforts to include in the *** support for presentation documents. Once released, Novell will continue to make the *** commercially available for the Term. If, during the Term, the Translator Project releases an updated version of its translator to reflect a new version of the relevant ODF or Open XML specification, then no later than *** following such release, Novell will use commercially reasonable efforts to make prominently available a corresponding update to *** .
(c)	Spreadsheet Translator Prototype. If the Translator Project announces that it will begin development of an open source Open XML-ODF Translator for spreadsheet documents (“Spreadsheet Translator”), within fifteen (15) days after that announcement Novell will review the terms applicable to contributions and determine at its discretion whether it is appropriate to submit its existing prototype of a Spreadsheet Translator to the Translator Project on the same terms that apply to other contributors to the Translator Project. Novell will also participate in the Translator Project by periodically testing subsequent versions of the Spreadsheet Translator and providing other feedback.
(d)	Microsoft-Facilitated Translator Development. Microsoft will use commercially reasonable efforts to encourage development of Open XML-ODF Translators for spreadsheet and presentation documents. Novell will participate with Microsoft in such efforts at a commercially reasonable level. In addition, subject to Novell’s foregoing commitment to participate, Microsoft will manage an open source software project (which may be the Translator Project) to develop each such Translator, similar to the manner in which it currently manages the Translator Project, commencing when and continuing for such period as Microsoft reasonably deems appropriate. The translators resulting from any such project(s) will be made available under an open source license, similar to that currently being used in the Translator Project.

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(e)	***.
(f)	Other Versions. Each party acknowledges that the other party may develop and/or distribute translators (or versions of translators) other than those contemplated by this Section 5.3.

5.4 Management Modules

(a)

Novell Tools for Managing Windows in the SLES Environment. The parties agree to use commercially reasonable efforts to work together to improve interoperability between Novell branded management products and Windows Server operating systems. Commencing as soon as deemed reasonably practicable by Novell and continuing thereafter for the remainder of the Term, Novell will develop (by itself or through its contractors or partners) and make commercially available certain software modules, with an objective of providing an improved customer experience when using Novell management products to monitor and manage Windows Server operating systems.

(b)

Microsoft Tools for Managing SLES in the Windows Environment. The parties agree to use commercially reasonable efforts to work together to improve interoperability between Microsoft System Center branded management products and SLES. Commencing as soon as deemed reasonably practicable by Microsoft and continuing thereafter for the remainder of the Term, Microsoft will develop (by itself or through its contractors or partners) and make commercially available a SLES management module, with the objective of providing an improved customer experience when using Microsoft System Center to monitor and manage SLES.

5.5 Future Collaborative Projects.

(a) Statement of Shared Interests. The parties have a shared interest in:

(i) promoting the interoperability of their respective products; and

(ii) demonstrating to their respective customer base and others that they can effectively work together in ways that improve customer satisfaction.

(b)

Selection of Additional Projects. The parties believe that they can advance these shared interests, in part, by identifying and undertaking additional, mutually agreed-upon collaborative projects. Accordingly, the parties will work together, in good faith, to identify additional projects that they believe would further the shared interests identified above in ways that meet agreed-upon customer and market needs. Each party may accept or reject a proposed project in its sole discretion, following good faith consideration. Each accepted project shall constitute an “Additional Project.”

(c)

Project Administration & Implementation.

(i) Project Documentation. Upon agreement on an Additional Project, the parties will execute a statement of work for such Additional Project in substantially the form attached hereto as Exhibit B (“SOW”), with each executed SOW incorporated herein by reference. The parties may include such additional terms in the SOW as they mutually agree, including any required performance obligations, acceptance process, additional payment terms, subcontracting rights, etc. In the event of a conflict between the terms of this Agreement and a SOW, the terms of the SOW shall control, but solely to the extent of the inconsistency and solely as to the relevant Additional Project; and provided, however, in no case will a SOW term extend beyond the Term of this Agreement.

(ii) Project Review Committee. The Relationship Coordinators (defined in Section 7.1 below) from each of the parties will meet periodically to review progress on the Additional Projects and discuss proposed new projects.

(iii) Efforts. The parties will use good faith efforts and commit reasonable resources to achieve their agreed upon objectives with respect to any Additional Project.

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(d)

Project Expenses. *** will be responsible for all of *** identified in a SOW or otherwise agreed to by *** up to an aggregate total of *** During each SOW term up until the *** will submit to *** monthly invoices for reimbursement of *** Upon receipt of a correct and undisputed invoice from *** will pay such invoice on either of the following payment terms: (a) net *** on the invoiced amount; or (b) net *** on the invoiced amount. Any disputed invoice will be *** *** .

(e)

If in both parties’ judgment the full amount identified in an Agreement section as to be applied to a specific objective is not needed for such purpose, the parties may mutually agree in writing to apply the unused amount to another Agreement objective.

6. Sharing of Technical Information

6.1

CIM model. Through their respective memberships in the Distributed Management Task Force, Inc. (“DMTF”), the parties have the opportunity to work together on existing or newly proposed DMTF standards relating to virtualization, including on the DMTF’s Common Information Model (“CIM’). To the extent consistent with the DMTF policies and subject to each party’s compliance with all applicable laws (including, without limitation, antitrust laws), the parties agree to *** The parties will engage in appropriate opportunities to promote interoperability of their respective products implementing and/or using the CIM model through external forums such as plug fests and demonstrations. Nothing in this Section 6, however, commits the other party to cast votes or otherwise exercise any decision-making authority within the DMTF in conjunction with the other party.

6.2

Participation in Standard Programs. In the event a party hereto creates a programmatic offering to partners who build applications targeting such party’s virtualization technology (including specifically programs regarding driver certification), such party will make available to the other party parity access to that program no later than, and on the programmatic terms and conditions applicable to, other partners participating in such program. The Relationship Coordinators will discuss the availability of relevant programs hereunder. Nothing herein shall require a party to create any new program.

7. Administration and Oversight

7.1

Relationship Coordinators. Within 30 days of the Effective Date, each party will appoint one person to manage the parties’ overall relationship under this Agreement (each a “Relationship Coordinator”) and will provide contact information for such Relationship Coordinator to the other party. Each party’s Relationship Coordinator will be responsible for setting up periodic meetings between the parties to track overall progress under the Agreement, coordinating the parties’ activities under this Agreement with those under the Business Collaboration Agreement and other agreements between the parties, and serving as a preliminary point of contact for resolving issues that may arise under the Agreement. Each Relationship Coordinator will be responsible for *** . The parties may replace their Relationship Coordinator by providing written notice of such replacement to the other party, such notice to include contact information for the new Relationship Coordinator.

7.2

Project Coordinators. Within 30 days of the Effective Date, each party will appoint one person to manage that parties’ day-to-day obligations as contemplated by this Agreement for that party (each a “Project Coordinator”) and will provide the contact information for such Project Coordinator to the other party. Each Party will have the right to replace its Project Coordinator by providing written notice of such replacement to the other party, such notice to include the contact information for the new Project Coordinator. The Project Coordinators will meet in person or by telephone conference, as needed, not less than once each quarter during the Term, to discuss the status of the parties’ activities under this Agreement.

8. Confidentiality/Publicity.

8.1 Confidentiality. The parties agree that all disclosures under this Agreement shall be governed by the Non-Disclosure Agreement entered into by and between the parties effective on April 1, 2004, as amended on May 12, 2004 (“NDA”). The parties further agree that notwithstanding the other provisions

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	of this Section 8, *** under this Agreement shall be retained in confidence *** . Except as otherwise provided herein or otherwise agreed between the parties, *** in this Agreement, *** *** the parties, and ***
8.2	*** The parties agree that the agreement terms *** are *** would be *** In addition to the parties’ general agreement *** of this Agreement *** the parties agree to take *** the *** The parties agree that *** will make a *** of the *** in *** in connection with any *** of this Agreement as an *** with the *** The request for *** shall be made in a *** with the *** The request will seek a *** Any *** shall be *** to and *** Notwithstanding the foregoing, nothing in this provision shall prohibit *** of the *** as may be ***
8.3	All publicity surrounding the parties’ activities under this Agreement shall be governed by Section 8.3 of the Business Collaboration Agreement.

9. Disclaimers, Exclusions, Limitations of Liability

9.1	WARRANTIES/DISCLAIMERS. EACH PARTY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY SOFTWARE AND/OR SERVICES PROVIDED BY EITHER PARTY TO THE OTHER UNDER THIS AGREEMENT. ALL SUCH SOFTWARE AND/OR SERVICES ARE PROVIDED STRICTLY “AS IS” AND “WITH ALL FAULTS” AND WITHOUT WARRANTIES OF ANY KIND. WITHOUT LIMITING ANY OF THE FOREGOING, THERE ARE NO WARRANTIES OF TITLE, NON-INFRINGEMENT OR OF RESULTS OBTAINED WITH RESPECT TO USE OF ANY SOFTWARE, OR ANY SERVICES PROVIDED BY EITHER PARTY TO THE OTHER HEREUNDER. FOR THE AVOIDANCE OF DOUBT, THE FOREGOING DISCLAIMERS DO NOT LIMIT ANY WARRANTIES GRANTED UNDER ANY CURRENT OR FUTURE SEPARATE PRODUCT LICENSE OR SERVICES AGREEMENTS BETWEEN THE PARTIES.
9.2	LIMITATION OF DAMAGES. SUBJECT TO SECTION 9.5 BELOW, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR INDIRECT DAMAGES WHATSOEVER ARISING OUT OF OR RELATING TO THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, SUCH DAMAGES FOR LOSS OF REVENUE, PROFIT OR USE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.3	LIMITATION OF LIABILITY. EXCEPT WITH REGARD TO *** UNDER THIS AGREEMENT AND SUBJECT TO SECTION 9.5 BELOW, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE MAXIMUM AGGREGATE LIABILITY OF EACH PARTY TO THE OTHER PARTY FOR *** UNDER THIS AGREEMENT WILL NOT EXCEED *** .
9.4	Application. The limitations on and exclusions of liability for damages in this Agreement apply regardless of the form of action, regardless of whether any remedy has failed its essential purpose, and regardless of whether the liability is based on breach of contract, tort (including negligence), strict liability, breach of warranty, or any other legal theory.
9.5	Exceptions.The limitations of liability and exclusions of damages in this Section 9 will not apply (a) to a breach of the confidentiality obligations set forth in Section 8.1 above, (b) with respect to a breach of Section 4.1 or 4.2, or (c) to any claims by a party of intellectual property infringement or misappropriation.

10. Term and Termination

10.1 Term. The term of this Agreement will commence on the Effective Date and continue through January 1, 2012, unless terminated earlier under Section 10.2 (“Term”).

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10.2 Termination for Cause.

(a)	This Agreement will *** terminate upon *** or upon ***
(b)	In addition, after *** of the *** set forth in *** terminate this Agreement if *** of this Agreement *** *** following expiration of the *** as described in *** provided that the *** on or after *** that if the *** will terminate.
(c)	Notwithstanding *** terminate this Agreement immediately (and without going through *** ) upon *** however if such *** may terminate this Agreement upon *** on which it ***

10.3 Effect of Expiration or Termination. Upon termination or expiration of this Agreement*** (solely with respect to *** to termination or expiration and in the case of termination, solely if the termination is not for *** this parenthetical does not affect any *** during the Term under *** shall survive such termination or expiration. Termination of this Agreement *** to any right or remedy of either party arising out of any breach hereof.

11. Miscellaneous

11.1	Payments. All payments hereunder shall be pursuant to and governed by Exhibit D.
11.2	*** In the event that *** this Agreement *** *** , consisting of a *** will engage *** for a period of *** after *** of the *** is provided by *** to the *** . If the *** the issue *** at least *** then at the *** of the *** , the *** to try and *** . Before the end of the *** the *** *** that there will be *** .
11.3	Entire Agreement, Construction and Waiver. This Agreement, including the Exhibits, together with the NDA and any SOWs constitute the entire agreement between the parties with respect to its subject matter. It supersedes all prior and contemporaneous related negotiations or agreements, whether written or oral regarding such subject matter. This Agreement may be modified only by a written agreement signed by both parties. Failure by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that provision. This Agreement will be deemed to have been jointly drafted and will not be construed for or against any party based on any rule of construction concerning who prepared this Agreement or otherwise.
11.4	*** . If any *** of this Agreement, other than *** , is *** of *** to be ***         , then the *** of this Agreement will *** the Agreement *** . If the *** , or if any ***         , is *** to be *** this Agreement *** in *** .
11.5	Notices. Any notices given under this Agreement will be delivered either by messenger or overnight delivery service, or sent by facsimile/email with a confirmation sent via certified or registered mail, postage prepaid and return receipt requested, addressed as indicated below. Notice will be deemed to have been given on the day received.

If to Novell:	If to Microsoft:
Novell, Inc.	Microsoft Corporation
404 Wyman Street	One Microsoft Way
Waltham, Massachusetts 02451	Redmond, WA 98052-6399
Attn: General Counsel	Attn: Director of IP Licensing
Facsimile: 781-464-8062	Facsimile No.: 425-936-7329

11.6 Jurisdiction; Governing Law. The validity, construction, and performance of this Agreement will be governed first in accordance with the federal laws of the United States to the extent that federal subject matter jurisdiction exists, and second in accordance with the laws of the State of New York, exclusive of its choice of law rules. With respect to all civil actions or other legal or equitable proceedings directly

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	arising between the parties under this Agreement, the parties consent to exclusive jurisdiction and venue in the United States District Court for the Southern District of New York (the “Forum”). Each party irrevocably consents to personal jurisdiction and waives the defense of forum non conveniens in the Forum. Process may be served on either party in the manner authorized by applicable law or court rule.
11.7	Attorneys’ Fees. In any action, suit or proceeding to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing party will be entitled to recover its reasonable attorneys’ fees, court costs and other expenses from the other party.
11.8	Assignment. Neither party shall assign this Agreement or any covenants, releases or other privileges received hereunder to any third party under action of law or otherwise, including in connection with the insolvency or bankruptcy of the party or a Subsidiary (as defined in the Patent Cooperation Agreement), except (a) with the written consent of the other party or (b) an assignment of the Agreement as a whole as part of a Change of Control or Spin Off (as defined under Sections 8.1 and 8.5 of the Patent Cooperation Agreement), provided that any assignment under this subsection (b) in the context of a Spin Off shall be conditioned upon agreement by the Recipient (as defined in Section 8.5 of the Patent Cooperation Agreement) to the following: (i) if, as a result of such assignment, the non-assigning party is unable to fulfill any obligations under this Agreement, such failure will not be deemed a breach under this Agreement, and (ii) if the assignment materially frustrates the purpose of any provision of this Agreement, then the party to whom the Agreement is assigned agrees to negotiate in good faith with the non-assigning party an appropriate amendment to such provision. Notwithstanding the foregoing, either party may subcontract with one of its Subsidiaries (as defined in the Patent Cooperation Agreement) to undertake obligations on behalf of such party under this Agreement, provided such party remains responsible for full compliance with the terms of this Agreement (this sentence does not apply, however, to any separate agreements that may be entered into between the parties’ subsidiaries). Any attempted assignment in derogation of this Section shall be void.
11.9	No Third party Beneficiaries; No Partnerships. This Agreement is solely for the benefit of, and will be enforceable by, the parties only. This Agreement is not intended to and will not confer any right or benefit on any third party. The parties hereunder are operating as independent entities, and nothing in this Agreement will be construed as creating a partnership, franchise, joint venture, employer-employee or agency relationship. Neither party has the authority to make any statements, representations or commitments of any kind on behalf of the other party.
11.10	Counterparts and Facsimile. This Agreement may be executed in counterparts, each of which shall be deemed an original, but each together shall constitute one and the same instrument. For purposes hereof, a facsimile copy of this Agreement, including the signature pages hereto, shall be deemed to be an original. Notwithstanding the foregoing, the parties shall deliver original signature copies of this Agreement to the other party as soon as practicable following execution thereof.
	THIS AGREEMENT is entered into by the parties as of the Effective Date.

Novell, Inc.		Microsoft Corporation
By:	/s/ Joseph A. LaSala, Jr.	By:	/s/ Bradford L. Smith
Name: Joseph A. LaSala, Jr.		Name: Bradford L. Smith
Title: SVP, General Counsel		Title: General Counsel
Date Signed: 2/11/07		Date Signed: 2/11/07

*** Portion for which confidential treatment requested.

Microsoft Confidential Page 15 February 11, 2007     

Exhibit A

***

*** Portion for which confidential treatment requested.

Microsoft Confidential Page 16 February 11, 2007     

Exhibit B
Form Statement of Work

          This Statement of Work is entered into by and between Microsoft and Novell on                     , 200___ (“Statement of Work Effective Date”) under that Technical Collaboration Agreement between the parties with an Effective Date as of November 2, 2006 (“Agreement”).

1.	Project Title and Description
	Title:
	Description:
2.	Parties’ Obligations
	Novell:
	Microsoft:
3.	Anticipated Project Costs
4.	Success Metrics
5.	Project Term
	[specify project duration]
	In no event, however will this Project continue past the expiration or termination of the Agreement.
6.	Other
	Microsoft agrees to reimburse Novell for any of the costs identified in Section 3 above that are incurred by Novell, up to the amounts identified in Section 3 of this SOW and in any case subject to Section 5 of the Agreement. Neither party will exceed the anticipated project costs attributed to such party in Section 3 without the other party’s prior written agreement. Further, both parties acknowledge and agree that *** for this and any other SOWs *** the Agreement *** .
	THIS STATEMENT of WORK is entered into by the parties as of date of the last signatory below.

Novell, Inc.	Microsoft Corporation
By:	By:
Name:	Name:
Title:	Title:

Date Signed: Date Signed:

[end of form]

*** Portion for which confidential treatment requested.

Microsoft Confidential Page 17 February 11, 2007     

Exhibit C
***

*** Portion for which confidential treatment requested.

Microsoft Confidential Page 18 February 11, 2007     

Exhibit D

***

*** Portion for which confidential treatment requested.

Microsoft Confidential Page 19 February 11, 2007     

EX-10.34

EXHIBIT 10.34

Confidential Treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as “***”. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

FIRST AMENDED AND RESTATED BUSINESS COLLABORATION AGREEMENT

     This First Amended and Restated Business Collaboration Agreement (“Agreement”) is entered into as of November 2, 2006 (“Effective Date”) between Novell, Inc., a Delaware corporation with principal offices at 404 Wyman Street, Waltham, Massachusetts 02451 (“Novell”) and Microsoft Corporation, a Washington corporation with principal offices at One Microsoft Way, Redmond, WA 98052-6399 (“Microsoft”).

Recitals

The parties desire, pursuant to the terms and conditions set forth in the Agreement below, to collaborate on the commercialization of certain of their respective current and future technologies by, among other things:

• marketing a combination of Microsoft and Novell virtualization offerings that allow SLES to run as a guest operating system on Windows, and Windows to run as a guest operating system on SLES, and certain other agreed-upon activities between the parties;

• enabling distribution by Microsoft of Novell support and update service subscriptions for SLES; and

• coordinating the provision of customer support for each party’s virtualization technology components between Microsoft’s and Novell’s respective customer support organizations.

Accordingly and in consideration of the mutual covenants and conditions stated below, Microsoft and Novell agree as follows:

Agreement

1. Definitions

1.1 “Combined Offering” means a combination of one of each of the software and software support components identified in (a) through (d) below, for joint customers that wish to run SLES as a guest operating system on Microsoft Windows Server (and/or Microsoft Virtual Server or Viridian):

(a)	Microsoft Windows Server, Microsoft Virtual Server and/or Viridian;
(b)	Either one of the (i) Microsoft VM Linux Additions, Microsoft VM I/O Components or Microsoft VM Shim, or one of the (ii) Modified Additions, Modified I/O Components or Modified Shim;
(c)	SLES; and
(d)	a SLES Subscription;

or such other combination of Microsoft and Novell virtualization software and related software service components on which the parties mutually agree in writing.

1.2 “Combined Offering Components” mean any one of the software or software support components comprising a Combined Offering.

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1.3	“Combined Offering Software Components” mean the software components of a Combined Offering.
1.4	“Longhorn Server” means the next major release of Microsoft’s Windows server operating system following Windows Server 2003 R2, and any Upgrades thereto that Microsoft may commercially release during the Term.
1.5	“Microsoft Components” mean Microsoft Windows Server, Microsoft Virtual Server, Viridian, Microsoft VM Linux Additions, Microsoft VM I/O Components, Microsoft VM Shim and any other Combined Offering Components owned by Microsoft.
1.6	Microsoft VM I/O Components” mean (a) an implementation of the VMBus protocol needed to communicate between the Viridian disk/networking virtualization service providers (“VSPs”) and the Linux disk/networking virtualization service clients (“VSCs”), (b) a Linux block storage driver that communicates with the Viridian disk VSP using the VMBus protocol, and (c) a Linux Ethernet driver that communicates with the Viridian net VSP using the VMBus protocol, each of the foregoing (a)-(c) as may be commercially released by Microsoft during the Term, and including any Upgrades thereto that Microsoft may commercially release during the Term.
1.7	“Microsoft VM Linux Additions” mean the software components distributed as of the Effective Date by Microsoft as the “Microsoft Virtual Machine Additions for Linux,” offering Linux guest support for Microsoft Virtual Server 2005 R2, and any Upgrades thereto that Microsoft may commercially release during the Term.
1.8	“Microsoft VM Shim” means a software adapter shim that enables a Xen-enabled Linux guest operating system to run on the Viridian hypervisor, as may be commercially released by Microsoft during the Term, together with any Upgrades thereto that Microsoft may commercially release during the Term.
1.9	“Microsoft Virtual Server” means Microsoft Virtual Server 2005, Microsoft Virtual Server 2005 R2 Enterprise Edition and any Upgrade thereto that Microsoft may commercially release during the Term.
1.10	“Microsoft Windows Server” means Microsoft Windows Server 2003 R2 Enterprise Edition and any Upgrades thereto that Microsoft may commercially release during the Term.
1.11	“Modified Additions” mean (a) derivative works of the Microsoft VM Linux Additions that are made by or on behalf of Novell pursuant to the Technical Collaboration Agreement (as defined in Section 2.2 below), and (b) any Upgrades thereto that Novell may commercially release during the Term.
1.12	“Modified I/O Components” mean (a) derivative works of the Microsoft VM I/O Components that are made by or on behalf of Novell pursuant to the Technical Collaboration Agreement (as defined in Section 2.2 below), and (b) any Upgrades thereto that Novell may commercially release during the Term.
1.13	“Modified Shim” means (a) derivative works of the Microsoft VM Shim that are made by or on behalf of Novell pursuant to the Technical Collaboration Agreement (as defined in Section 2.2 below), and (b) any Upgrades thereto that Novell may commercially release during the Term.
1.14	“Shared Customer” means an end user that acquires a Combined Offering.
1.15	“SLES” means SUSE Linux Enterprise Server version 10 and any Upgrades thereto that Novell may commercially release during the Term.
1.16	“SLES Priority Subscription” means a subscription for Shared Customers or other SLES licensees to receive the same support as that provided, as of the Effective Date, under (a) Novell’s standard “SUSE Linux Enterprise Server Priority Support” program, and (b) the “Novell Linux Upgrade Protection” program, where (a) and (b) include any successor of either program that is made generally available by Novell (directly or indirectly) during the Term. The duration of the subscription may be for one year, three years, or such other multi-year support and/or maintenance period that Novell makes commercially available to SLES licensees during the Term.

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1.17	“SLES Standard Subscription” means a subscription for Shared Customers or other SLES licensees to receive the same support as that provided, as of the Effective Date, under (a) Novell’s standard “SUSE Linux Enterprise Server Standard Support” program, and (b) the “Novell Linux Upgrade Protection” program, where (a) and (b) include any successor of either program that is made generally available by Novell (directly or indirectly) during the Term. The duration of the subscription may be for one year, three years, or such other multi-year support and/or maintenance period that Novell makes commercially available to SLES licensees during the Term.
1.18	“SLES Subscription” means either a SLES Priority Subscription or a SLES Standard Subscription.
1.19	“Subscription Certificate” means a tangible or electronic item that Novell provides to Microsoft for each Prepaid Subscription Right (as defined in Section 4.1 below) purchased by Microsoft under Section 4 below, which item represents the right to receive the benefits of a SLES Subscription at no cost to the recipient (other than reasonable media and shipping costs) and includes whatever information is necessary for the recipient of the Prepaid Subscription Right to activate its SLES Subscription, such as relevant instructions and security keys.
1.20	“Term” has the meaning given in Section 11.1.
1.21	“Upgrades” mean any corrections, improvements, bug fixes, revisions, enhancements, localizations, updates, upgrades or other modifications made commercially available by either party.
1.22	“Viridian” means the first version (i.e., “V1”) hypervisor and related virtualization software being developed by Microsoft for release as part of Longhorn Server, including any Upgrades thereto that Microsoft may commercially release during the Term.
1.23	“Year” means a one-year period commencing on the Effective Date or an anniversary thereof and ending no later than the end of the Term.

2. Related Agreements.

2.1

Patent Cooperation Agreement. On or around the Effective Date of this Agreement, the parties have entered into a Patent Cooperation Agreement (“Patent Cooperation Agreement”), where the parties have agreed to certain patent covenants. The parties acknowledge that such Patent Cooperation Agreement is a pre-requisite for the business collaboration contemplated in this Agreement. In the event of a conflict between the terms of this Agreement and the Patent Cooperation Agreement, the terms of the Patent Cooperation Agreement shall control, but solely to the extent of the inconsistency.

2.2

Technical Collaboration Agreement. On or around the Effective Date of this Agreement, the parties also have entered into a Technical Collaboration Agreement (“Technical Collaboration Agreement”) under which, among other things, the parties agree to collaborate on certain virtualization, management and other related interoperability initiatives. The Technical Collaboration Agreement is a pre-requisite for the business collaboration contemplated in this Agreement. In the event of a conflict between the terms of this Agreement and the Technical Collaboration Agreement, the terms of the Technical Collaboration Agreement shall control, but solely to the extent of the inconsistency.

3. Marketing & Training

3.1 Marketing Plan.

(a) General. Within *** following the Effective Date the parties agree to jointly create a mutually agreed-upon written plan designed to address all marketing of the parties’ activities related to the Patent Cooperation Agreement, Technical Collaboration Agreement, and this Agreement (the “Agreements"), reflecting the themes that the parties will advance in the publicity initiatives described in Sections 8.3(a) and (b) below (the “Marketing Plan"). The Marketing Plan will specify the *** to implement the Marketing Plan (“Marketing Funds"). *** that the *** may be

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	*** in the *** . *** to each *** in such *** may be *** by the *** in the *** Marketing Plan. The Marketing Plan also may be *** during the Term *** .
(b)	Marketing Funds. Over the Term, Microsoft agrees to allocate and spend Sixty Million Dollars (US$60,000,000) to develop and implement the Marketing Plan based on activities mutually agreed upon by the parties (“Microsoft Marketing Commitment”). Novell may publicly announce the existence and purposes of these Marketing Funds, subject to Microsoft’s reasonable approval of the form and contents of such announcement. All (i) Marketing Funds contributed by Microsoft, (ii) Microsoft’s out-of-pocket costs and in-kind contributions associated with implementation of the Marketing Plan, and (iii) fully burdened salary and benefits for marketing personnel hired by Microsoft to implement the Marketing Plan, pursuant to and as limited in Section 3.1(c) below, will count toward the Microsoft Marketing Commitment, including all expenditures *** . Microsoft agrees that Novell shall have authority to allocate *** of this Microsoft Marketing Commitment for marketing endeavors consistent with the general focus of the parties’ activities under the Agreements, which marketing endeavors will be identified in a specific section of the Marketing Plan (“Novell Marketing Projects”). In no event, however, will Novell use any Microsoft trademarks for Novell Marketing Projects without Microsoft’s prior written approval. Except as may be provided for in any Novell Marketing Project, all uses of the Marketing Funds to market virtualization technology will focus on virtualization scenarios involving SLES as a guest on Windows (including migration from non-Novell Linux to SLES for such virtualization scenarios, with a focus toward unpaid Linux).
(c)	Marketing Expertise. Within *** following the Effective Date, Microsoft will assemble a team of personnel who will be primarily dedicated to implementing Microsoft’s obligations under the Marketing Plan. Over the Term, all of Microsoft’s costs (including internal and out-of-pocket) associated with this Section 3.1(c), up to a cap of *** , will count toward the Microsoft Marketing Commitment (but will not count toward that portion of the Microsoft Marketing Commitment allocated to the Novell Marketing Projects).
(d)	Microsoft Endorsement of SLES. The Marketing Plan will specify the following commitments of Microsoft to endorse SLES:
	(i) During the *** of the Term, Microsoft will *** to its *** as the *** on Microsoft *** , and thereafter as *** of the *** ;
	(ii) Microsoft will *** to its *** as a *** and will *** , including through the *** ; and
	(iii) Microsoft will favorably describe the Combined Offering on Microsoft’s website and in marketing collateral created through the Marketing Plan.
(e)	Novell Endorsement of Windows. The Marketing Plan will specify the following commitments of Novell to endorse Windows Server, Virtual Server and Viridian:
	(i) Novell will *** to its *** and will ***; and
	(ii) Novell will favorably describe the Combined Offering on Novell’s website and in marketing collateral created through the Marketing Plan.
(f)	Upgrades. The parties acknowledge and agree that, as the parties issue Upgrades to the Combined Offering Software Components during the Term, they will incorporate such Upgrades into the Marketing Plan activities in a mutually agreed upon manner, provided that if a given Upgrade embodies material functional or feature modifications inconsistent with the overall goals of this Agreement, the parties will assess and come to a mutual decision regarding how and whether to market such Upgrades under this Agreement.

3.2 Sales Force & Training Plans.

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(a)	Sales Force. Over the Term, Microsoft will allocate and spend Thirty-Four Million U.S. Dollars (US$34,000,000) (“Sales Fund”) to fund and maintain a sales force that will dedicate the majority of their time toward the promotion and sale of the Combined Offering and/or the Subscription Certificates. In conjunction with the foregoing, within a commercially reasonable period of time following the Effective Date, and thereafter during the Term, Microsoft will assemble and maintain such sales force. Microsoft anticipates that it will deploy at least *** full time personnel, with reasonable accommodation for personnel build-up and attrition, to accomplish the purpose contemplated herein. Novell may publicly announce the existence and anticipated work of these resources. Microsoft will use commercially reasonable efforts to allocate geographic responsibility among such sales resources in a manner that provides coverage for each of Novell’s 15 global sales areas (with greater emphasis for Novell’s Northeast, West, Midwest, UK and Germany regions). In addition, such sales resources will be compensated in substantially the same manner as other similarly situated Microsoft sales personnel; provided, however, that Microsoft will define specific incentive metrics for such personnel that are measured based on distribution of the Combined Offering and/or Subscription Certificates.
(b)	Training Plans. Within *** following the Effective Date, the parties agree to jointly create, by written agreement, a plan for training their respective sales forces on the customer value associated with the Combined Offering (the “Training Plan”).
(c)	Microsoft Channel Partners. Within *** following the Effective Date, the parties agree to jointly create, by written agreement, a plan for educating Microsoft’s Direct Marketing Resellers and Large Account Resellers on the customer value associated with the Combined Offering (the “Reseller Plan”).
(d)	Marketing Plan and Marketing Funds. The Training Plan and Reseller Plan are considered components of the Marketing Plan. Each party may expend Marketing Funds on implementation of the Training Plan and Reseller Plan, but only Microsoft’s expenditures (including any credits granted to Novell or reimbursement of Novell costs or expenses pursuant to the Marketing Plan) shall count toward the Microsoft Marketing Commitment.

3.3 Distribution of the Combined Offering Components. In no event will either party pre-assemble for distribution SLES with any of Microsoft Windows Server, Microsoft Virtual Server or Viridian or otherwise distribute SLES with any of Microsoft Windows Server, Microsoft Virtual Server or Viridian. Rather, the parties agree that (a) Shared Customers will separately license Microsoft Windows Server, Microsoft Virtual Server and Viridian from Microsoft and/or its channel partners, and SLES from Novell or its licensees/sublicensees, and (b) the Shared Customers (or their authorized designees) will be responsible for deployment and installation SLES and Microsoft Windows Server, Microsoft Virtual Server or Viridian. Microsoft will use commercially reasonable efforts to introduce Novell to a Microsoft large account reseller or other Microsoft channel partners from which Novell customers may license Windows Server.

4. SLES Subscriptions

4.1

Prepaid Subscription Rights. During the Term, Novell will sell to Microsoft for distribution to prospective Shared Customers and other SLES licensees, the right to enroll in SLES Subscriptions (“Prepaid Subscription Rights”). Microsoft’s purchase price for the right to enroll in a single SLES Subscription shall equal *** Novell’s published list price for each of the relevant SLES Subscription components.

4.2

Minimum Commitments/Activation Periods.

(a) Microsoft will purchase from Novell US$240,000,000 of Prepaid Subscription Rights (the “Total Minimum Commitment”). Microsoft may *** (or such *** which the parties may otherwise agree) *** with a *** . Microsoft will pay Novell the Total Minimum Commitment within sixty (60) days following the Effective Date. Novell will *** of the *** , and will *** Microsoft.

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	Microsoft may also *** through the *** in which case an *** will be *** from the *** for the *** in the Term (*** .
(b)	All Subscription Certificates will *** which the *** in the *** *** on the *** to Microsoft and *** (“Activation Period”).
(c)	Microsoft agrees *** Novell’s *** Microsoft is *** use the *** of the ***         .

4.3 Distribution of Prepaid Subscription Rights.

(a)	Authorization to Distribute. Novell authorizes Microsoft to use or distribute (directly or indirectly) the Prepaid Subscription Rights, including through Microsoft’s direct sales force, or such other distribution mechanism as Microsoft in its sole discretion may implement.
(b)	Pricing. Novell acknowledges and agrees that Microsoft may exercise its sole discretion in determining how and whether to use and/or distribute the Prepaid Subscription Rights to best implement Microsoft’s internal business strategies for driving incremental revenue growth and otherwise furthering Microsoft’s business interests. Accordingly, Microsoft, in its sole discretion, will establish the price it will charge Shared Customers and other SLES licensees for such Prepaid Subscription Rights. Novell acknowledges that it is not entitled to share in any revenue (if any) generated by Microsoft from the distribution of the Prepaid Subscription Rights.
(c)	Novell Obligation to Execute and Fulfill Subscription. Novell further agrees that, for each Prepaid Subscription Right that Microsoft uses or distributes and that is activated within the applicable Activation Period, Novell will promptly enter into a corresponding SLES Subscription with the Shared Customer or other SLES licensee that is the recipient of such Prepaid Subscription Right, without any charge whatsoever to such recipient (except for reasonable media and shipping costs). Novell will be directly responsible to the Shared Customer or other SLES licensee for fulfilling the terms of the SLES Subscription.
(d)	Implementation Plan. Within *** following the Effective Date, the parties agree to jointly create, by written agreement, a plan that describes (i) the content of the Subscription Certificates, (ii) the process by which Novell will issue the Subscription Certificates to Microsoft, (iii) the process by which Microsoft can exchange Subscription Certificates in inventory relating to SLES Priority Subscriptions for SLES Standard Subscriptions, and vice versa, based on market demand; and (iv) the process by which the recipient of a Subscription Certificate may notify Novell that it seeks to activate the Prepaid Subscription Right, and by which Novell will execute the appropriate SLES Subscription with recipients who activate the Prepaid Subscription Rights, enroll them in support, and enable them to receive SLES updates pursuant to their SLES Subscription. Within ninety (90) days following the Effective Date, the parties agree to jointly create, by written agreement, a plan that describes the manner in which the parties will provide instructions for installing the Combined Offering to Shared Customers.

4.4 Exclusivity. During the first three years of the Term, Microsoft will not enter into an agreement with any other third party Linux distributor to encourage adoption of non-Novell Linux/Windows virtualization solutions through a program substantially similar to the Subscription Certificate distribution program described in this Section 4.

5. Customer Support Collaboration.

The parties acknowledge that, as between the two parties, each is responsible for providing customer support, if any, for software that each licenses to customers for use in virtualized environments, including their respective Combined Offering Software Components. To improve the experience of mutual customers operating in virtualized environments (i.e., running SLES as a guest operating system on Microsoft Windows Server, Microsoft Virtual Server, or Viridian, and/or running Microsoft Windows Server as a guest operating system on SLES), the parties agree to implement the steps described in Exhibit B for collaborating on the provision of support for such customers.

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6. Ownership/Non-Exclusivity.

6.1

Ownership. The parties agree that no license rights are granted in this Agreement. Each party and its suppliers own all right, title and interest to their respective Combined Offering Software Components. Neither party has the authority to make any warranty or representation on behalf of the other party, provided that nothing herein limits Novell’s obligation to fulfill SLES Subscriptions for Shared Customers or other SLES licensees that activate Prepaid Subscription Rights pursuant to Section 4 above.

6.2

Non-Exclusivity; Freedom of Action. Except with respect to the exclusive commitments expressly set forth in Sections *** and 4.4 above, and subject to the parties’ confidentiality obligations in Section 8 below, the parties’ collaboration obligations under this Agreement are non-exclusive. Accordingly, other than as set forth in Sections *** and 4.4, and subject to Section 8.1, neither party is precluded by this Agreement from deploying, offering, promoting or developing, whether alone or in collaboration with others, any software, services, platforms or products that compete with the other party’s software, services, platforms or products.

7. Administration and Oversight

7.1

Relationship Coordinators. Within *** of the Effective Date, each party will appoint one person to manage the parties’ overall relationship under this Agreement (each a “Relationship Coordinator”) and will provide contact information for such Relationship Coordinator to the other party. Each party’s Relationship Coordinator will be responsible for setting up periodic meetings between the parties to track overall progress under the Agreement, coordinating the parties’ activities under this Agreement with those under the Technical Collaboration Agreement and other agreements between the parties, and serving as a preliminary point of contact for resolving issues that may arise under the Agreement. Each Relationship Coordinator will be responsible for establishing the joint review committee for escalation of material disputes called for under Section 12.2 below. The parties may replace their Relationship Coordinator by providing written notice of such replacement to the other party, such notice to include contact information for the new Relationship Coordinator.

7.2

Project Coordinators. Within *** of the Effective Date, each party will appoint one person to manage that parties’ day-to-day obligations as contemplated by this Agreement for that party (each a “Project Coordinator”) and will provide the contact information for such Project Coordinator to the other party. Each Party will have the right to replace its Project Coordinator by providing written notice of such replacement to the other party, such notice to include the contact information for the new Project Coordinator. The Project Coordinators will meet in person or by telephone conference, as needed, not less than once each quarter during the Term, to discuss the status of the parties’ activities under this Agreement.

8. Confidentiality/Publicity.

8.1	Confidentiality. The parties agree that all disclosures under this Agreement shall be governed by the Non-Disclosure Agreement entered into by and between the parties effective on April 1, 2004, as amended on May 12, 2004 (“NDA”). Except as otherwise provided herein or otherwise agreed between the parties, *** in this Agreement, *** by the parties, *** .
8.2	*** . The parties agree that the agreement terms *** are *** would be *** In addition to the parties’ general *** of this Agreement *** , the parties agree to take *** the *** The parties agree that *** will make a *** of the *** in connection with any *** of this Agreement as an *** with the *** . The request *** in a *** with the *** . The request will *** . Any *** shall be *** to and *** Notwithstanding the foregoing, nothing in this provision shall prohibit *** of the *** *** .
8.3	Publicity.

(a) Initial Press Release and Press Conference. Within the earlier of *** of signing of this Agreement or, to the *** or other *** to such *** , the parties agree to *** this Agreement, the

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	Patent Cooperation Agreement and the Technical Collaboration Agreement with *** Accordingly, the parties agree that *** will be *** , and *** will include *** .
(b)	Related Announcement Activities. In conjunction with the parties’ announcement pursuant to Section 8.3(a) above, Novell and Microsoft agree to the *** .
(c)	Whitepapers. Novell and Microsoft will jointly author business and technical whitepapers on the Combined Offering and maintain these papers as the technology and products are revised.

9. Indemnification/Infringement Claims

9.1	Indemnification by Novell. Novell agrees to indemnify, defend and hold harmless Microsoft and its successors, officers, directors and employees against any and all actions, causes of action, claims, demands, costs, liabilities, expenses (including reasonable attorneys fees and costs) and damages arising from (a) any claims that Novell has *** for any *** by Novell, (b) any claims that Novell has *** , and/or (c) any claims brought by a third party that *** by Novell, the *** (subject to Microsoft’s indemnification obligations under Section 9.2 below with respect to the *** Novell *** by Microsoft). Microsoft will promptly notify Novell in writing of the claim, allow Novell to control, and cooperate with Novell in, the defense and any related settlement negotiations. Microsoft may participate in the proceedings through counsel of its own choosing at its option and expense. Notwithstanding the above, Novell’s financial responsibility will be reduced by *** .
9.2	Indemnification by Microsoft. Microsoft agrees to indemnify, defend and hold harmless Novell and its successors, officers, directors and employees against any and all actions, causes of action, claims, demands, costs, liabilities, expenses (including reasonable attorneys fees and costs) and damages arising from (a) any claims that Microsoft has *** and/or (b) any claims brought by a third party that a *** . Novell will promptly notify Microsoft in writing of the claim, allow Microsoft to control, and cooperate with Microsoft in, the defense and any related settlement negotiations. Novell may participate in the proceedings through counsel of its own choosing at its option and expense.
9.3	*** Without limiting *** result of a *** under the *** then *** will at its *** that it *** do so on *** to make it *** it with a *** to make it ***

10. Exclusions, Limitations of Liability

10.1	LIMITATION OF DAMAGES. SUBJECT TO SECTION 10.4 BELOW, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR INDIRECT DAMAGES WHATSOEVER ARISING OUT OF OR RELATING TO THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, SUCH DAMAGES FOR LOSS OF REVENUE, PROFIT OR USE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.2	LIMITATION OF LIABILITY. SUBJECT TO SECTION 10.4 BELOW AND EXCEPT WITH REGARD TO *** ABOVE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE MAXIMUM AGGREGATE LIABILITY OF EACH PARTY TO THE OTHER PARTY FOR ANY *** UNDER THIS AGREEMENT WILL NOT EXCEED *** .
10.3	Application. The limitations on and exclusions of liability for damages in this Agreement apply regardless of the form of action, regardless of whether any remedy has failed its essential purpose, and regardless of whether the liability is based on breach of contract, tort (including negligence), strict liability, breach of warranty, or any other legal theory.
10.4	Exceptions. The limitations of liability and exclusions of damages in this Section 10 will not apply to (i) a breach of the confidentiality obligations set forth in Section 8, the parties’ indemnification obligations

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under Sections 9.1 and 9.2, or any claims by a party of intellectual property infringement or misappropriation.

11. Term and Termination

11.1

Term. The term of this Agreement will commence on the Effective Date and continue through January 1, 2012, unless (a) extended by mutual written agreement for up to 2.5 additional years (provided that the parties acknowledge and agree that in no event shall such term extension increase amounts to be paid or costs required to be incurred under this Agreement), or (b) terminated earlier under Section 11.2 (“Term”).

11.2

Termination.

(a)	This Agreement will *** upon *** .
(b)	In addition, *** may terminate this Agreement if *** of this Agreement *** following expiration of the *** as described in Section *** , provided that the *** , that if the *** will terminate.
(c)	*** may terminate this Agreement *** with the *** due to *** under a *** that would *** in the *** of this Agreement *** .
(d)	Notwithstanding any other provision of this Agreement, *** may terminate this *** of the *** by the *** if such *** to the *** of the *** .

11.3 Effect of Expiration or Termination. The following Sections shall survive the expiration or termination of this Agreement: Section *** (with respect to any *** Section *** and in effect following expiration or termination, as well as *** issued prior to expiration or termination whose *** ), ***. The expiration or termination of this Agreement will be without prejudice to any right or remedy of either party arising out of any breach hereof.

12. Miscellaneous

12.1	Payments. All payments hereunder shall be pursuant to and governed by Exhibit E.
12.2	*** In the event that *** to this Agreement *** consisting of a *** will engage *** for a period of *** after *** of the *** is provided by *** to the *** If the *** then at the *** of the *** , the *** to try and *** Before the end of ***
12.3	Entire Agreement, Construction and Waiver. This Agreement, including the Exhibits, together with the NDA constitute the entire agreement between the parties with respect to its subject matter. It supersedes all prior and contemporaneous related negotiations or agreements, whether written or oral regarding such subject matter. This Agreement may be modified only by a written agreement signed by both parties. Failure by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that provision. This Agreement will be deemed to have been jointly drafted and will not be construed for or against any party based on any rule of construction concerning who prepared this Agreement or otherwise.
12.4	Invalid Clauses. If any term of this Agreement, other than Sections *** , is found by a court of competent jurisdiction to be in whole or in part unenforceable, then the remainder of this Agreement will continue in effect so long as the Agreement still expresses the intent of the parties. If the intent of the parties cannot be preserved, or if any Section specifically identified in the preceding sentence, in whole or in part, is found to be unenforceable, this Agreement will terminate unless the parties mutually agree in writing to the contrary.

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12.5

Force Majeure. Neither party shall be liable in damages or have the right to terminate this Agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to Acts of God, Government restrictions, wars, insurrections and/or any other cause beyond the reasonable control of the party whose performance is affected.

12.6

Notices. Any notices given under this Agreement will be delivered either by messenger or overnight delivery service, or sent by facsimile/email with a confirmation sent via certified or registered mail, postage prepaid and return receipt requested, addressed as indicated below. Notice will be deemed to have been given on the day received.

If to Novell:	If to Microsoft:
Novell, Inc.	Microsoft Corporation
404 Wyman Street	One Microsoft Way
Waltham, Massachusetts 02451	Redmond, WA 98052-6399
Attn: General Counsel	Attn: Director of IP Licensing
Facsimile: 781-464-8062	Facsimile No.: 425-936-7329
Email:	Email:

12.7	Jurisdiction; Governing Law. The validity, construction, and performance of this Agreement will be governed first in accordance with the federal laws of the United States to the extent that federal subject matter jurisdiction exists, and second in accordance with the laws of the State of New York, exclusive of its choice of law rules. With respect to all civil actions or other legal or equitable proceedings directly arising between the parties under this Agreement, the parties consent to exclusive jurisdiction and venue in the United States District Court for the Southern District of New York (the “Forum”). Each party irrevocably consents to personal jurisdiction and waives the defense of forum non conveniens in the Forum. Process may be served on either party in the manner authorized by applicable law or court rule.
12.8	Attorneys’ Fees. In any action, suit or proceeding to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing party will be entitled to recover its reasonable attorneys’ fees, court costs and other expenses from the other party.
12.9	Assignment. Neither party shall assign this Agreement or any covenants, releases or other privileges received hereunder to any third party under action of law or otherwise, including in connection with the insolvency or bankruptcy of the party or a Subsidiary (as defined in the Patent Cooperation Agreement), except (a) with the written consent of the other party or (b) an assignment of the Agreement as a whole as part of a Change of Control or Spin Off (as defined under Sections 8.1 and 8.5, respectively, of the Patent Cooperation Agreement), provided that any assignment under this subsection (b) in the context of a Spin Off shall be conditioned upon agreement by the Recipient (as defined in Section 8.5 of the Patent Cooperation Agreement) to the following: (i) if, as a result of such assignment, the non-assigning party is unable to fulfill any obligations under this Agreement, such failure will not be deemed a breach under this Agreement, and (ii) if the assignment materially frustrates the purpose of any provision of this Agreement, then the party to whom the Agreement is assigned agrees to negotiate in good faith with the non-assigning party an appropriate amendment to such provision. Notwithstanding the foregoing, either party may subcontract with one of its Subsidiaries (as defined in the Patent Cooperation Agreement) to undertake obligations on behalf of such party under this Agreement, provided such party remains responsible for full compliance with the terms of this Agreement (this sentence does not apply, however, to any separate agreements that may be entered into between the parties’ subsidiaries). Any attempted assignment in derogation of either of the foregoing shall be void.
12.10	No Third party Beneficiaries; No Partnerships. This Agreement is solely for the benefit of, and will be enforceable by, the parties only. This Agreement is not intended to and will not confer any right or benefit on any third party. The parties hereunder are operating as independent entities, and nothing in this

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	Agreement will be construed as creating a partnership, franchise, joint venture, employer-employee or agency relationship. Neither party has the authority to make any statements, representations or commitments of any kind on behalf of the other party.
12.11	Counterparts and Facsimile. This Agreement may be executed in counterparts, each of which shall be deemed an original, but each together shall constitute one and the same instrument. For purposes hereof, a facsimile copy of this Agreement, including the signature pages hereto, shall be deemed to be an original. Notwithstanding the foregoing, the parties shall deliver original signature copies of this Agreement to the other party as soon as practicable following execution thereof.
	THIS AGREEMENT is entered into by the parties as of the Effective Date.

Novell, Inc.		Microsoft Corporation
By:	/s/ Joseph A. LaSala, Jr.	By:	/s/ Bradford L. Smith
Name: Joseph A. LaSala, Jr.		Name: Bradford L. Smith
Title: SVP, General Counsel		Title: General Counsel
Date Signed: 1/16/07		Date Signed: 1/16/07

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Exhibit A

     ***

***	***	***
***	***	***
***	***	***
***	***	***
***	***	***
***	***	***
***	***	***
***	***	***
***	***	***
***	***	***
***		***

***

^*** Portion for which confidential treatment requested.

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Exhibit B
Support Coordination Plan

Attached.

^*** Portion for which confidential treatment requested.

Microsoft Confidential Page 13 5/24/2007          

 

Exhibit C

*** .

^*** Portion for which confidential treatment requested.

Microsoft Confidential Page 14 5/24/2007          

 

Exhibit D

*** .

^*** Portion for which confidential treatment requested.

Microsoft Confidential Page 15 5/24/2007          

 

Exhibit E

***

^*** Portion for which confidential treatment requested.

EX-10.35

EXHIBIT 10.35

Confidential Treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as “***”. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

MICROSOFT – NOVELL
PATENT COOPERATION AGREEMENT

This patent cooperation agreement (“Agreement”) is effective as of November 2, 2006 (“Effective Date”) by and between Microsoft Corporation, a Washington corporation having a primary place of business at One Microsoft Way, Redmond, Washington, USA 98052, and Microsoft Corporation’s Subsidiary, Microsoft Licensing, GP, a Nevada General Partnership having its primary place of business at 61000 Neil Road, Reno, Nevada, USA 89511 (“MLGP”) (collectively, “Microsoft”), and Novell, Inc., a Delaware corporation having a primary place of business at 404 Wyman, Waltham, Massachusetts, USA 02451 (“Novell”). Microsoft and Novell are herein referred to separately as “a party” or collectively as “the parties” and when capitalized as “Party” or “Parties” also includes their respective Subsidiaries.

RECITALS

Microsoft Corporation is the owner of its Patents (as defined below); and has licensed the rights to commercially exploit its Patents to MLGP.

The Parties acknowledge the ownership or control of Patents and a desire to grant rights to each other’s Customers and make certain accommodations to each other under certain such Patents.

The Parties expect to continue research and development that will result in ownership or control of additional Patents and therefore desire to grant rights to each other’s Customers and make certain accommodations to the other Party under certain such additional Patents.

In consideration of the mutual covenants and conditions stated herein and for good and valuable consideration, the Parties agree as set forth herein.

AGREEMENT

1. DEFINITIONS

     1.1 “Covered Products” of a Party means all products and services sold, licensed, supplied, distributed or otherwise made available by such Party except for Foundry Products, Clone Products and Other Excluded Products (collectively, “Excluded Products”).

     1.2 “Covered Patents” means Patents entitled, in whole or in part, to an effective filing date on or before the end of the Term, (i) which a granting party or any of its Subsidiaries now or

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hereafter during the Term owns or controls, or (ii) under which (and to the extent to which) a granting party or any of its Subsidiaries now or hereafter during the Term has the ability or right to grant a release, covenant not to sue or other freedom from suit. Covered Patents do not include Extendible Third Party Patents.

     1.3 “Captured Patents” means Covered Patents entitled, in whole or in part, to an effective filing date on or before January 1, 2001 (i) which a granting party or any of its Subsidiaries owns or controls as of the Effective Date, or (ii) under which (and to the extent to which) a granting party or any of its Subsidiaries has as of the Effective Date the ability or right to grant a release, covenant not to sue or other freedom from suit.

     1.4 “Applications Programming Interfaces” means a set of one or more routines or interfaces provided by an operating system or other software that are used to invoke or direct functions or services of such operating system or other software for use by other programs.

     1.5 “Patents” means any and all patents, utility models, patent registrations, and equivalent rights (including, without limitation, originals, divisionals, provisionals, results of reexamination, continuations, continuations-in-part, extensions or reissues), and applications for the foregoing, in all countries of the world, and any other procedure or formality with respect to the aforesaid that can result in an enforceable patent right anywhere worldwide. Patents do not include design patents, design registrations, or trade dress rights.

     1.6 “Subsidiary” means any entity (a) more than fifty percent (50%) of whose outstanding shares or securities representing the right to vote for the election of directors or other managing authority are, now or hereafter, owned or controlled, directly or indirectly, by a party, but such entity shall be considered a Subsidiary only so long as such ownership or control exists; or (b) which does not have outstanding shares or securities, as may be the case in a partnership, joint venture or unincorporated association, but more than fifty percent (50%) of whose ownership interest representing the right to make the decisions for such entity is, now or hereafter, owned or controlled, directly or indirectly, by a party, but such entity shall be considered a Subsidiary only so long as such ownership or control exists.

     1.7 “Clone Product” means a product (or major component thereof) of a Party that has the same or substantially the same features and functionality as a then-existing product (or major component thereof) of the other Party (“Prior Product”) and that (a) has the same or substantially the same user interface, or (b) implements all or substantially all of the Application Programming Interfaces of the Prior Product. Those portions of a product that are otherwise licensed to one Party from the other Party, or that are compliant with a specification of a standards organization as to which the other Party has consented to the use of its Patents therefor, shall not be considered in determining whether the product is a Clone Product.

     (i) The Parties agree that products sold, licensed, supplied, distributed or otherwise made available by a Party for Revenue before the Effective Date (“Existing Products”) will not be deemed Clone Products. For purposes of clarification, the parties acknowledge that any features and functionality of such Existing Products (“Existing Product Functionality”) may be

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considered in determining whether a new product (or major component thereof) meets the requirements set forth in the first paragraph of this definition, provided that, even if a new product (or major component thereof) meets such requirements, only those Patents covering inventions in new features and functionality in such Clone Product may be asserted against such Clone Product, and only with regard to Clone Product Functionality. For purposes of this subsection (i), “Clone Product Functionality” means features or functionality (other than Existing Product Functionality) that add to meeting the requirements set forth in the first paragraph of this definition.

     (ii) Notwithstanding subsection (i) above, Wine, OpenXchange, StarOffice and OpenOffice are not subject to such subsection (i), however, the exclusion of such products from such subsection (i) is without implication as to (and shall not affect the determination of) whether such products (or any features or functionality thereof) are Clone Products. Further, the Parties agree that (A) no inference shall be drawn from the reference to the above products in this subsection as to whether such products are Clone Products and (B) this subsection shall not be admitted or referred to in evidence in any dispute regarding an evaluation of whether any of the products referred to in this subsection is a Clone Product.

     1.8 “Foundry Product” means a product which is either (a) designed by a third party (or designed for a third party other than by a Party) without substantial input from a Party (“Acting Party”) and made, reproduced, sold, licensed, or otherwise transferred by the Acting Party, on essentially an exclusive basis, (i) to that third party, or (ii) to that third party’s customers, or (iii) as directed by that third party; or (b) made, reproduced, sold, licensed or otherwise transferred through or by the Acting Party for the primary purpose of attempting to make such product subject to the covenants under the Covered Patents of the other Party so that a third party’s customers can receive the benefit of such covenants. For purposes of clarification of subsection (a) of this Section 1.8, the parties acknowledge that a product as to which a Party has contributed substantially to the development will have been designed with substantial input from the Party and, accordingly, shall not constitute a Foundry Product.

     1.9 “Other Excluded Products” means (a) office productivity applications (word processing, spreadsheets, presentation software, etc.) of the Parties that are hosted by or running on a computer acting as a server for a connected client device, and (b) new features and functions in the following categories of products of the Parties, but not to the extent the products embody operating system software or other enabling technologies: (i) video game consoles (e.g., Xbox video game consoles), console games, video game applications designed to run on a computer, and on-line video gaming services (e.g., Xbox live); (ii) business applications designed, marketed and used to meet the data processing requirements of particular business functions, such as accounting, payroll, human resources, project management, personnel performance management, sales management, financial forecasting, financial reporting, customer relationship management, and supply chain management; (iii) mail transfer agents (aka email servers); and (iv) unified communications.

     1.10 “Customers” means an enterprise or individual that utilizes a specific copy of a Covered Product for its intended purpose as authorized by a Party in consideration for Revenue

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(directly or indirectly) to such Party. Enterprises or individuals are not Customers when they (1) resell, license, supply, distribute or otherwise make available to third parties additional copies of the specific copy(ies) of a Covered Product they otherwise utilize as a Customer; or (2) resell, license, supply, or distribute the output of SDKs or embedded developer kits they utilize as a Customer. For avoidance of doubt, an enterprise or individual cannot qualify both as a Customer and Distributor for use of the same copy of a Covered Product.

     1.11 “Distributors” means resellers and distributors to the extent they are authorized by a Party (directly or indirectly) to resell, license, supply, distribute or otherwise make available Covered Products of the Party (whether the resale or distribution is on a stand-alone basis, on an OEM basis as bundled with hardware or other software of the reseller or distributor, or otherwise).

     1.12 “Revenue” means any consideration to a Party that is reasonably attributable to Covered Products. Revenue includes without limitation consideration for any (i) sale or license of Covered Products or the sale or license of the services of Covered Products, (ii) warranties, indemnification or updates for Covered Products, (iii) maintenance, upgrades, upgrade protection, service, premium service packages, subscription, consulting, installation and support contracts for Covered Products, (iv) user or device access rights to Covered Products, and (v) hosting by a Party of Covered Products for the benefit of third parties.

     1.13 “Extendible Third Party Patents” means any Patent entitled, in whole or in part, to an effective filing date on or before January 1, 2012, which is not owned or controlled during the Term by a granting party or any of its Subsidiaries but under which the granting party or any of its Subsidiaries now has or hereafter during the Term obtains the ability or right to grant a covenant not to sue or other freedom from suit to customers of the other Party, where the grant of the covenant or other freedom from suit to the customers of the other Party is contingent on the payment of consideration to a third party which (a) is not a Subsidiary of the granting Party or (b) at the time an invention claimed by the Patent was conceived, was not a Subsidiary of the granting Party or an employee or contractor of the granting Party or a Subsidiary of the granting Party.

     1.14 “Term” means the period beginning on the Effective Date and ending on the earlier of (i) January 1, 2012 or (ii) the date of termination of this Agreement.

2. COVENANTS

     2.1 Covenant to Customers. Subject to the Parties’ compliance with the terms of this Agreement, each party on behalf of itself and its Subsidiaries (“Covenanting Party”) shall, under the terms set forth in Exhibit A, covenant not to sue the other Party’s Customers (“Covenanted Customers”) for infringement of Covered Patents of Covenanting Party on account of such Covenanted Customers’ use of Covered Products of the other Party. Each Covenanting Party shall effect the foregoing covenant by (i) jointly announcing this Agreement at the press conference described in Section 19, and (ii) posting the terms of such covenant as set forth in

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Exhibit A to its website within one week of the press conference. Each Covenanting Party shall comply with such covenant.

     2.2 Express and Implied Rights. No express or implied rights are granted under this Agreement for copyright, trademark, trade dress, service mark, trade secret, know-how, or other non-Patent intellectual property.

     2.3 Extendible Third Party Patent Covenant. Each party agrees that upon written request it and its Subsidiaries will grant to the other Party’s Customers the covenant of Section 2.1 and Exhibit A under any Extendible Third Party Patents, to the broadest extent possible and under the most favorable terms and conditions (including most favorable payment terms); however, such grant need not be granted to a greater extent than the terms, conditions and covenants granted in this Agreement. Rights granted to such Customers under any Extendible Third Party Patents shall be memorialized in an agreement between the parties separate from this Agreement and subject to payment of any consideration to the granting Party in the same manner, and in an amount no greater than, the granting Party is obligated by an agreement to pay the third party on account of such grant. Each party shall confirm whether individual identified Patent(s) are Extendible Third Party Patents in response to any reasonable written requests by the other party.

     2.4 New Subsidiary, Product Line Covenant. The parties acknowledge and agree that if a Subsidiary is acquired or formed by (or an entity otherwise becomes a Subsidiary of) a Party after the Effective Date, or a product line is acquired (whether through ownership, exclusive license or other transfer) by a Party after the Effective Date, the covenants granted under Section 2.1 and Exhibit A shall extend to Customers of such Subsidiary or product line, but effective only as of the date of the acquisition (or the entity’s otherwise becoming a Subsidiary).

     2.5 Former Subsidiary Covenant. If a Subsidiary of a party ceases to be a Subsidiary after the Effective Date and such Subsidiary holds (at or before the time it ceases to be a Subsidiary) any Covered Patents under which the other Party’s Customers are provided covenant rights as set forth in Section 2.1 and Exhibit A, the covenant rights shall continue as to such Covered Patents for their normal duration under this Agreement as if the Subsidiary had continued to be a Subsidiary.

2.6 Duration of Covenants.

2.6.1	For specific copies of Covered Products distributed by a Party for Revenue during the Term, the covenants set forth in Section 2.1 and Exhibit A shall apply as to all Covered Patents and such covenant as to such Covered Products shall continue until six years after the last of such Covered Patents to expire.
2.6.2	For specific copies of Covered Products distributed by a Party for Revenue after the end of the Term (but before termination of this Agreement), the covenants set forth in Section 2.1 and Exhibit A shall apply only as to Captured Patents, and such covenants as to such Covered Products shall continue until six years after the last of

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such Captured Patents to expire, unless modified pursuant to Sections 7 or 8 of this Agreement.

2.6.3 For specific copies of Covered Products distributed after termination of this Agreement, the covenants set forth in 2.1 and Exhibit A shall not apply.

     2.7 Other Covenants. Microsoft shall make and perform under the pledges attached as Exhibits D and E.

3. WARRANTIES AND DISCLAIMERS

     3.1 Proper Authority. Each party represents and warrants on behalf of itself and its Subsidiaries that it has full right, power, and authority to (a) enter into this Agreement, and (b) grant the covenants and releases herein under its Covered Patents. Each party further represents and warrants on behalf of itself and its Subsidiaries that the individuals signing this Agreement have full authority and are duly authorized and empowered to execute on behalf of the party and its Subsidiaries for which they are signing. Each party also covenants that it will obtain, maintain and exercise all rights necessary to bind any Subsidiary acquired after the Effective Date to all applicable terms of this Agreement.

     3.2 Warranty Disclaimers. Neither party makes any representation or warranty as to the scope, coverage, validity, or enforceability of any of its Covered Patents.

     3.3 Reservation of Rights. All covenants granted in this Agreement are non-extendible, non-exclusive, non-transferable, and personal to the Customers specified in Sections 2.1 and in Exhibit A hereto, and without limitation of the generality of the foregoing, shall not apply to the Parties or their Distributors. No licenses are being granted by the limited, personal covenants provided under this Agreement. The Parties reserve all rights (and neither Party receives any rights) not expressly granted in this Agreement. No additional rights (including any implied patent licenses, covenants, releases or other rights) are granted by implication, estoppel or otherwise, including no rights under any additional Patents of a Party (e.g., non-Captured Patents) by virtue of having covenants with respect to Covered Products distributed or authorized during the Term under certain other Patents of such Party (e.g., Captured Patents). Without limitation of the generality of the foregoing, and notwithstanding anything to the contrary in this Agreement, (a) neither Party is bound by, or grants any covenant or other right or incurs any other obligations as a result of, the terms of any license or other agreement with a third party to which the other Party may be subject (it being acknowledged that the covenants and other rights granted by the Parties as a result of this Agreement are only those expressly set forth in this Agreement), and (b) subject to Section 4, neither Party grants any covenant or other right or incurs any other obligations with respect to Excluded Products.

     3.4 No Acknowledgement of Infringement. Nothing in this Agreement shall imply, or be construed as an admission or acknowledgement by a Party, that any Patents of the other Party are infringed, valid or enforceable.

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4. RELEASES

     4.1 Parties and Subsidiaries. The parties, on behalf of themselves and their Subsidiaries, irrevocably release each other and their respective present Subsidiaries from any liability for Patent infringement (including any infringement by Excluded Products) arising prior to the Effective Date, provided the foregoing release does not apply to any other parties, including the parties’ respective Distributors and Customers.

     4.2 Customers and Distributors. The parties, on behalf of themselves and their Subsidiaries, irrevocably release the direct and indirect Distributors of the Parties from any liability for Patent infringement arising on account of using, importing, offering for sale, selling, licensing, supplying, distributing, otherwise making available, or promoting the commercialization of the Parties’ products and services (including Excluded Products) prior to the Effective Date, provided the foregoing release does not apply to Wine or to any product for which such other Party did not receive Revenue directly or indirectly. The parties, on behalf of themselves and their Subsidiaries, also irrevocably release the respective direct and indirect Customers of the other Party from any liability for Patent infringement arising on account of using the Parties’ products and services (including Excluded Products) obtained prior to the Effective Date, provided the foregoing release does not apply to Wine or to any product for which such other Party did not receive Revenue directly or indirectly.

     4.3 New Subsidiary or Asset. Any entity (e.g., an entity that becomes a Subsidiary) or asset (e.g., new product line) acquired by a party after the Effective Date is not released by the other party or its Subsidiaries from liability for patent infringement that occurred prior to such acquisition date.

5. PAYMENT

     5.1 Initial Payments. Within ten (10) business days of the Effective Date, Microsoft will make to Novell a balancing payment of One Hundred-Eight Million US dollars ($108,000,000 US), which represents ***.

     5.2 Other Payments. Novell shall pay to Microsoft the Fees as defined in Exhibit B hereto for successive reporting periods during the Term as set forth in Exhibit B.

     5.3 Late Payments. If a Party fails to make any payment due hereunder by the applicable due date, then to the extent permitted by applicable law the other Party may, at its option and without prejudice to any other right or remedy available to it whether under the Agreement or otherwise, assess a recurring late charge on such past due amount at an annual rate equal to the lesser of *** or the highest rate permitted under applicable law.

     5.4 Records. For *** following the end of each reporting period, Novell will maintain in good faith and keep at a readily accessible location all usual and proper records *** for such reporting period (collectively “Records”).

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     5.5 *** ***.

6. TAXES

All payments under this Agreement will be made without any withholding, deduction or offset except to the extent such withholding, deduction or offset is required by law. The Parties are not liable for any Taxes of the other Party, including Taxes that are incurred or arise in connection with or related to this Agreement. All Taxes are the financial responsibility of the Party who is obligated by operation of law to pay such Taxes. However, unless a paying Party provides a valid exemption certificate, the paying Party will pay to the other Party any sales or use taxes that are (i) owed by the paying Party solely as a result of entering into this Agreement, and (ii) required to be collected from the paying Party by the other Party under applicable law. Each party agrees to make any payments due under this Agreement from a U.S. domestic source. Each party agrees to indemnify and defend the other Party against any claims, causes of action, attorneys’ fees incurred, costs and any other liabilities related to such indemnifying Party’s Taxes. “Taxes” means all taxes of any kind, including but not limited to sales taxes, income taxes, value-added taxes, property taxes, franchise taxes and any taxes on gross receipts, end Customer sales and patent purchases.

7. TERMINATION

     7.1 Cause, Etc. Either party may terminate this Agreement if the other party or a Subsidiary materially breaches this Agreement and fails to cure the breach within thirty (30) days after written notice of such breach.

     7.2 ***. If a *** (or ***e.g., an *** or ***) *** that this Agreement or the *** (including *** or with respect thereto) of *** under this Agreement are not *** to which a *** and there is an *** by a *** with respect to such *** that the *** and there is no *** (e.g. through amendment of this Agreement), then such *** may*** of the *** this Agreement by *** to the ***.

7.3 Defensive Termination

     7.3.1 If one Party (“Asserting Party”) files a lawsuit for Patent infringement against the other Party for Party Activities within the Term (or against a Distributor of the other Party for Distributor Activities within the Term or against a Customer of the other Party for use of a Covered Product or Excluded Product during the Term), such other Party shall have the right immediately to terminate this Agreement by providing written notice to the Asserting Party.

     7.3.2 If one Party (“Asserting Party”) files a lawsuit for Patent infringement against the other Party for Party Activities within 5 years following the Term (or against a Distributor of the other Party for Distributor Activities within 5 years following the Term or against a Customer of the other Party for use of a Covered Product received within 5 years following the Term), then such other Party shall have the right immediately to terminate this Agreement by providing written notice to the Asserting Party.

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     7.3.3 “Party Activities” means the (i) making, having made (exclusively for such other Party in accordance with such other Party’s design and solely for distribution under a brand or mark of such other Party), using, importing, offering for sale, selling, supplying, distributing, otherwise transferring, or promoting the commercialization of, Covered Products (or for a lawsuit during the Term, Excluded Products) of such other Party, or (ii) using or practicing internally by such other Party apparatuses, methods, processes, formulas or other subject matter covered by Covered Patents of the Asserting Party (except to the extent such use or practice utilizes Excluded Products). Party Activities include supplying Covered Products (or for a lawsuit during the Term, Excluded Products) of such other Party as components for use in their intended manner with third party products and services; provided, however, that such activities do not extend to any third party products or services per se, any combinations wherein such other Party’s Covered Product (and for a lawsuit during the Term, Excluded Product) is not a material part of any claimed combination, or any combinations with Excluded Products.

     7.3.4 “Distributor Activities” means the sale, licensing, supply, distribution or otherwise making available of the specific copies of the Covered Products of the other Party that are covenanted to Customers of the other Party pursuant to the terms of Section 2.1 and Exhibit A.

     7.3.5 This Section 7.3 only applies to Subsidiaries of the other Party if they are Subsidiaries at the time of the filing of the lawsuit or if they were Subsidiaries at the time they performed the Party Activities. Section 7.3 shall apply to all current and former Subsidiaries of the Asserting Party.

     7.4 ***. This Agreement will *** terminate upon *** or ***.

     7.5 Effect of Termination. Upon any termination of this Agreement, the covenants and other rights and obligations of the Parties hereunder shall terminate, except that Sections 1, 2.6, 3.3, 4, 5, 6, 7.5, and 9-18 shall survive such termination. In addition, the covenants in Section 2.1 and Exhibit A shall continue in effect after termination until six years after the last of the Covered Patents expires with respect to copies of Covered Products that were sold, licensed, supplied, distributed, otherwise made available or authorized by the Parties (directly or indirectly through their Distributors) before termination.

8. CHANGE OF CONTROL OF A PARTY; SPIN OFFS

     8.1 “Change of Control” for purposes of this Section 8 means (a) a merger of a party with another person or entity if, following the closing of the merger, shareholders of the party prior to the merger hold less than a majority of the outstanding voting shares of the merged entity; (b) the acquisition of more than fifty percent (50%) of the outstanding voting shares of a party by another person or entity; (c) the authorizing of a person or entity other than the board or directors or an officer (such as a trustee) to direct the management and operations of such party; or (d) the sale or other transfer of all or substantially all of a party’s assets to another entity or person. Such person or entity is referred to as the “Acquiring Third Party”.

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8.2

“Excluded Acquirer” for purposes of this Section 8 means financial institutions, financial investors (e.g., private equity or buy-out firms) or any other person or entity that derives (a) less than ten percent (10%) of its revenue from the sale, license, supply, distribution, or other providing of software and hardware products, the service and support of software and hardware products, and/or the providing of software services or services related to hardware products, and (b) less than ten percent (10%) of its revenue from licensing patents.

8.3

If during the Term a party (the “Acquired Party”) is subject to a Change of Control and the Acquiring Third Party is not an Excluded Acquirer (as defined above), then each of the following subsections shall apply:

8.3.1	The Acquired Party shall give written notice of such Change of Control to the other party (“Non-Acquired Party”) before or promptly after the effective date of such Change of Control (“Change of Control Date”);
8.3.2	Section 2.6.2 is hereby deleted and Captured Patents shall be treated the same as the other Covered Patents in this Agreement. For avoidance of doubt, this Section 8.3.2 means there are no covenants given to Covered Products distributed by the other Party for Revenue after the end of the Term.
8.3.3	If the Change of Control Date occurs after January 1, 2010, this Agreement shall terminate two (2) years following the Change of Control Date;
8.3.4	In no event will any Patents of the Acquiring Third Party or any Subsidiaries of the Acquiring Third Party be subject to the obligations of this Agreement. Notwithstanding the foregoing, if the Acquiring Party files a lawsuit for patent infringement against the Non-Acquired Party, then the Non-Acquired Party shall have the right immediately to terminate this Agreement by providing written notice to the Acquiring Third Party.
8.3.5	If *** is the Acquired Party, then (a) *** and the *** shall *** and *** within *** of the Change of Control Date. For this *** shall be entitled to***and within ***of the ***shall be entitled to ***to be made of the ***The ***may be ***shall the ***as a ***further, the ***with the ***with respect to ***as to which ***of this Agreement as of the Change of Control Date.
8.3.6	Such Change of Control shall not affect any rights granted by the Acquired Party or its Subsidiaries to the Non-Acquired Party or its Subsidiaries, Distributors or Customers in this Agreement except as specified in the preceding Section 8.3.1-8.3.5.

8.4 If during the Term a party (the “Acquired Party”) is subject to a Change of Control, and the Acquiring Third Party is an Excluded Acquirer (as defined above), then the each of the following subsections shall apply:

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8.4.1 In no event will any Patents of the Excluded Acquirer or any Subsidiaries of the Excluded Acquirer be subject to the obligations of this Agreement. Notwithstanding the foregoing, if the Excluded Acquirer files a lawsuit for patent infringement against the Non-Acquired Party, then the Non-Acquired Party shall have the right immediately to terminate this Agreement by providing written notice to the Excluded Acquirer.

8.4.2 Such Change of Control shall not affect any rights granted by the Acquired Party or its Subsidiaries to the Non-Acquired Party or its Subsidiaries, Distributors or Customers in this Agreement except as specified in the preceding Section 8.4.2.

     8.5 Spin-offs. If a party (the “Transferring Party”) (i) transfers a product line that includes Covered Products to a third party without transferring a Subsidiary to such third party; or (ii) spins off a Subsidiary (either by disposing of it or in some other manner reducing ownership or control so that the spun-off entity is no longer a Subsidiary), then after written request to the other party hereto by the Transferring Party and where such request is within sixty (60) days following the closing of the transaction or set of transactions implementing such transfer or spin off (the “Transfer Date”), the other party hereto shall agree to a covenant agreement with such third party or such ex-Subsidiary (“Recipient”) (with the same rights, obligations, and other terms as provided to the Transferring Party herein) under its Covered Patents for the field of such product line, provided that:

     8.5.1 such field shall not be defined more broadly than appropriate to cover the particular product line being transferred or spun off;

     8.5.2 the covenant to the Recipient’s Customers shall be limited in the twelve (12) months immediately following such Transfer Date to a volume of products and services having aggregate revenue equal to no more than the revenue from Covered Products of the product line or Subsidiary during the twelve (12) months before the Transfer Date plus fifteen percent (15%); and shall be limited, in each of the successive twelve (12)-month periods following such transfer or spin off to a volume of products and services having aggregate revenue to no more than the limit for the immediately preceding twelve-month period plus fifteen percent (15%);

     8.5.3 the Recipient shall extend to the Customers of such other party a royalty-free covenant (under the same terms as the covenant granted to such other party’s Customers herein) under all Recipient Patents for all Covered Products of such other party as of the Transfer Date. “Recipient Patents” shall mean all Patents meeting the definition of Covered Patents as if Recipient were substituted for a granting party hereunder in Section 1.2.

     8.5.4 No payment shall be due from the other party to the Recipient as a result of the covenant agreement, and

     8.5.5 this Section 8.5 shall be omitted from the covenant provided to Customers of the Recipient.

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     8.5.6 The Transferring Party shall have the right to exercise the rights of this Section 8.5 no more than five times.

9. ASSIGNMENTS

Neither Party shall assign, grant, sell or otherwise transfer any right under any of its Patents, applications or inventions which are (at the time of the assignment, grant, sale or other transfer) subject to the other Party’s or its Customers’ rights under this Agreement, unless such assignment, grant, sale or other transfer is made subject to, and the transferee accepts, the covenants set forth in Section 2.1 and Exhibit A with respect to such Patents. Neither Party shall assign this Agreement or any covenants, releases or other rights received hereunder to any third party under action of law or otherwise, including in connection with the insolvency or bankruptcy of the party or a Subsidiary, except (a) with the written consent of the other party or (b) as part of a merger or a sale or other transfer of all or substantially all of its assets. Any attempted assignment in derogation of either of the foregoing shall be void.

10. FREEDOM TO DO BUSINESS

The covenants and releases in this Agreement shall not be construed as limiting or otherwise affecting the rights which the Parties, or their Distributors or Customers, might otherwise have outside the scope of this Agreement, or as restricting or imposing any conditions on the right of either Party, or its Distributors or Customers, to make, have made, use, license, sell, or otherwise dispose of any particular product or service, including but not limited to Covered Products, whether or not subject to the releases or covenants not to sue set forth herein.

11. LIMITATIONS OF REMEDIES

The parties, on behalf of themselves and their Subsidiaries, agree that the remedies of each Party for Patent infringement by the Excluded Products of the other Party shall be limited to reasonable royalty damages. Without limiting the generality of the foregoing, each party, on behalf of itself and its Subsidiaries waives and agrees to waive any right to enhanced damages (including treble damages for willfulness), except that there shall be no limitations on rights to injunctions or filing of actions with the ITC or other administrative tribunal.

12. APPLICABLE LAW

The validity, construction, and performance of this Agreement shall be governed by and construed first in accordance with the federal laws of the United States to the extent federal subject matter jurisdiction exists, and second in accordance with the laws of the State of New York, exclusive of its choice of law rules. With respect to all civil actions or other legal or equitable proceedings directly arising between the parties or any of their Subsidiaries under this Agreement (including any claim of Patent infringement), the Parties consent to exclusive jurisdiction and venue in the United States District Court for the Southern District of New York

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(the “Forum”). Each party, on behalf of itself and its Subsidiaries, irrevocably consents to personal jurisdiction and waives the defense of forum non conveniens in the Forum with respect to itself and its Subsidiaries. Process may be served on either Party in the manner authorized by applicable law or court rule. The parties acknowledge and agree that the foregoing will not preclude the interposing of this Agreement as a defense to, or as a basis for limiting remedies with respect to, a claim of Patent infringement by, or based on Patents of, a Party in any forum (whether a court, administrative tribunal or otherwise) in which such claim is made or affect the determination in such forum as to the application of this Agreement to such claim.

13. CONFIDENTIALITY

     13.1 Non-Confidential. Upon issuance of the press release described in Section 19, the existence of this Agreement and its named parties will not be confidential.

     13.2 Confidential. Except as otherwise provided herein or otherwise agreed between the parties, all terms and conditions in this Agreement, including the terms of the covenants in Section 2 and the payment amounts required by Section 5, shall be kept in confidence by the Parties, and shall not be disclosed, except that a Party may disclose this Agreement or terms and conditions hereof (a) with prior written consent of the other party, (b) under confidentiality to any governmental body having jurisdiction to require disclosure, as and to the extent required by such governmental body, (c) under confidentiality as may be required by law or legal process, including to legal and financial advisors in their capacity of advising a party in such matters, (d) under confidentiality to accountants, banks, and financing sources and their advisors solely in connection and compliance with financial transactions and reporting, (e) under confidentiality and attorney client privilege while obtaining legal advice from legal counsel in the normal course of business, and (f) under confidentiality to a person or entity that has a bona fide intent to engage in a merger with a Party, a sale or other transfer of all or substantially all the assets of a Party, a Change of Control of a Party, or the assignment, grant, sale or other transfer of any Patents that (at the time of the assignment, grant, sale or other transfer) are subject to the covenants in this Agreement. In addition, a Party may, subject to a written confidentiality agreement, disclose relevant terms and conditions to bona-fide Distributors and Customers to the extent necessary in the normal course of business with such bona-fide Distributors and Customers, respectively.

     13.3 Specially Designated Confidential Terms. The parties agree that the confidential terms (“Specially Designated Confidential Terms”) set forth in Exhibits B and C hereto are particularly competitively sensitive information whose public disclosure would be harmful. In addition to the Parties’ general agreement to keep the terms of this Agreement confidential, the Parties agree to take additional measures to keep confidential the terms set forth in Exhibits B and C. The Parties agree that Novell will make a request for confidential treatment of the terms set forth in Exhibits B and C in connection with any filing of this Agreement as an exhibit to any registration statement or periodic report filed with the Securities and Exchange Commission. The request for confidential treatment shall be made in a manner consistent with the SEC’s Staff Legal Bulletin No. 1 “Confidential Treatment Requests” dated February 28, 1997 supplemented by an addendum dated July 11, 2001. The request will seek a confidentiality term until

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November 1, 2016. Any confidentiality request shall be submitted to and approved by Microsoft in advance of filing, provided that such approval will not be unreasonably withheld. Notwithstanding the foregoing, nothing in this provision shall prohibit disclosure of the confidential terms set forth in Exhibits B and C to the Parties’ attorneys and accountants or prohibit such disclosure as may be required by law or regulatory inquiry, judicial process, or order.

14. ENTIRE AGREEMENT

This Agreement, including all Exhibits hereto, reflects the complete understanding of the parties regarding the subject matter of the Agreement, and supersedes all prior or contemporaneous agreements relating to such subject matter. In the event the Parties, after the Effective Date, enter into any separate agreements manually signed by authorized officers of the respective Parties granting patent licenses, covenants, releases, or other patent rights to each other, this Agreement shall not affect the patent rights or other terms set forth in such separate agreements. However, the parties are entering into a Business Collaboration Agreement and a Technical Collaboration Agreement contemporaneously with the execution of this Agreement. The parties acknowledge and agree that such Business Collaboration Agreement and Technical Collaboration Agreement are pre-requisites for the parties to enter into this Agreement and that this Agreement will take effect only upon the effectiveness of such Business Collaboration Agreement and Technical Collaboration Agreement.

15. SEVERABILITY

To the extent any other terms or conditions of the Agreement are held invalid or unenforceable in a jurisdiction, those terms or conditions will be enforced to the maximum extent possible in that jurisdiction and the remaining terms and conditions shall retain full force and effect in that jurisdiction, so long as the remaining Agreement continues to express the intent of the parties.

16. NOTICES

Any notice under this Agreement shall be effective upon receipt when made in writing and delivered to the other party at the address stated below. Notice by facsimile is effective upon receipt if an original signature copy is mailed contemporaneously to the other party at the address stated below.

For Microsoft:	For MLGP:	For Novell:
Microsoft Corporation	Microsoft Licensing, GP	Novell, Inc.
One Microsoft Way	6100 Neil Road	404 Wyman
Redmond, WA USA 98052	Reno, Nevada, USA 89511	Waltham, MA USA 02451
Attn: Director of IP Licensing Law and Corporate Affairs	Attn: Managing Partner	Attn: General Counsel
Facsimile: 425.936.7329	Facsimile: 775.826.0506	Facsimile: 781.464.8062

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17. MODIFICATIONS

This Agreement may not be modified after the Effective Date except by a written amendment that expressly references this Agreement and that is signed by an authorized officer of the respective parties.

18. DISPUTE ESCALATION PROCESS

In the event that a material dispute relating to this Agreement arises between the Parties (including any dispute that may result in a claim of Patent infringement), a joint review committee, consisting of a business, technical and legal representative of each party will engage in good faith negotiations to resolve the dispute for a period of thirty (30) days after written notice of the dispute is provided by one party to the other party. If the joint review committee cannot resolve the issue after reasonable efforts by both parties including at least one in-person meeting during such thirty (30) day period, then at the written request of one of the parties, the CEOs or their senior executive designees will meet (either in person or telephonically) at their mutual earliest convenience within a second thirty (30) day period to try to resolve the issue. Before the end of the two thirty (30) day periods, subject to Sections 11 and 12, the Parties may seek any applicable legal remedy only if the Parties believe in good faith that there will be irreparable harm by delay.

19. PRESS CONFERENCE AND OUTREACH

Within five (5) days after the Effective Date (but no later than any required public disclosures), the parties will participate in a joint press conference that will (i) announce, using the mutually agreed-upon messaging, the existence of this Agreement, the relationship between the parties and the fact that the parties have granted each other’s Customers the covenants set forth in Section 2 of this Agreement and made accommodations to each other with respect to each other’s Patents, including the pledges substantially in the form attached as Exhibits D and E, (ii) include the Chief Executive Officers of both companies, (iii) include a representative of at least one (1) Fortune 1000 company, and (iv) have a corresponding joint press release that will include favorable quotations from both parties.

20. NO PARTNERSHIPS

The Parties hereunder are operating as independent entities, and nothing in this Agreement will be construed as creating a partnership, franchise, joint venture, employer-employee or agency relationship. Neither Party has the authority to make any statements, representations or commitments of any kind on behalf of the other Party.

21. SPECIFIC PERFORMANCE

The Parties acknowledge and agree that the covenants and obligations set forth in Section 2 may be pleaded as a full and complete defense to, and may be used as the basis for an injunction

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against, any proceeding or other claim which may be instituted, prosecuted or attempted in breach of such Section 2. The Parties acknowledge that their express intent in entering into this Agreement is that the Parties and their Customers shall have the rights, including the benefits of the covenants and obligations, set forth in Section 2; that each Party and its Customers would be irreparably harmed, and would not obtain the benefits that are fundamental to the intent of the Parties, if the other Party brought a claim inconsistent with such other Party’s obligations under Section 2; and that, in any event, such rights are unique and that the Party and its Customers would be irreparably harmed by any such claim. Accordingly, the Parties agree, as an essential element of this Agreement, that the Parties shall have the right to specific performance of (including injunctive relief to enforce) the covenants and obligations set forth in Section 2, without the obligation to post a bond, demonstrate irreparable harm, or meet other conditions for equitable relief. Such remedies shall not be exclusive but shall be in addition to all other rights and remedies permitted under this Agreement or under applicable law.

22. SIGNATURES

     22.1 By Facsimile. This Agreement may be executed in counterparts, each of which shall be deemed an original, but each together shall constitute one and the same instrument. For purposes hereof, a facsimile copy of this Agreement, including the signature pages hereto, shall be deemed to be an original. Notwithstanding the foregoing, the parties shall deliver original signature copies of this Agreement to the other party as soon as practicable following execution thereof.

     22.2 Agreement. The parties indicate their agreement to the terms herein by the signatures of their authorized representative below.

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Microsoft Corporation		Novell, Inc.
By:	/s/ Bradford L. Smith	By:	/s/ Joseph A. LaSala, Jr.
Name:	Bradford L. Smith	Name:	Joseph A. LaSala, Jr.
Title:	Sen. VP & Gen. Counsel	Title:	SVP, General Counsel & Secretary

Microsoft Licensing, GP

By Microsoft Management, LLC,
as managing partner

By:	/s/ Joel Freedman
Name:	Joel Freedman
Title:	Vice President

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Exhibit A

Covenant to Customers

     Covenanting Party, on behalf of itself and its Subsidiaries, hereby covenants not to sue Covenanted Customers for infringement under Covered Patents of Covenanting Party on account of a Covenanted Customer’s use of specific copies of a Covered Product as distributed by the other Party for which the other Party has received Revenue (directly or indirectly) for such specific copies; provided the foregoing covenant is limited to use by such Customer (i) of such specific copies that are authorized by the other Party in consideration for such Revenue, and (ii) within the scope authorized by the other Party in consideration for such Revenue. For the avoidance of doubt, the “received Revenue” requirement above is deemed satisfied with respect to Covenanted Customer receiving from the other Party a free update to a component of a specific copy of a Covered Product for which the other Party has previously received Revenue, but is not satisfied with respect to the Covenanted Customer receiving a free upgrade or a new version of such specific copy unless the other Party has received Revenue for such upgrade or new version.

     For specific copies of Covered Products distributed by the other Party for Revenue before the end of the Term, the foregoing covenant shall apply as to all Covered Patents, including Captured Patents. For specific copies of Covered Products distributed by the other Party for Revenue after the end of the Term, the foregoing covenant shall apply only as to Captured Patents.

     Also, the foregoing covenant will apply to customers’ and developers’ use of copies of Covered Products distributed by the other Party that are in development (including, without limitation, work in process; trial, alpha, beta and release candidate versions; and other versions of products intended for but not yet generally released for Revenue on a commercial basis), even if the other Party does not receive Revenue in connection therewith, provided that such copies are solely provided for development, testing or evaluation purposes and any support thereof, if any, continues for no longer than one-hundred eighty (180) days from distribution. In any case, the covenant granted pursuant to this paragraph shall expire as to the covered customers One-Hundred Eighty (180) days from distribution to those covered customers and developers.

     Definitions of capitalized terms used above may be found at the following link: www.covenantingparty.com/link.

     Covenanting Party reserves the right to update (including discontinue) the foregoing covenant pursuant to the terms of the Patent Agreement between Novell and Microsoft that was publicly announced on November 2, 2006; however, the covenant as set forth above will continue as to specific copies of Covered Products distributed by the Covenanting Party for Revenue before such update.

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Exhibit B

Payment

1.0 Definitions: For purposes of this Agreement and as used in the calculation of the ***:

“Selected Products” means all Covered Products as to which Novell (and its Subsidiaries) publicly report in its financial statements under the Securities Exchange Act of 1934, as amended (“Exchange Act”) as Open Platform Solutions Revenue and Open Enterprise Server Revenue

“Open Platform Solutions” refers to the offerings of Novell (and its Subsidiaries) as defined or used in Novell’s most recent United States Securities and Exchange Commission Form 10-Q as of the Effective Date, and includes SUSE Linux Enterprise Desktop and SUSE Linux Enterprise Server and new versions or successor products thereof. Open Enterprise Server is not included in Open Platform Solutions.

“***” means the *** and ***, equivalent offerings and any offerings marketed as “***”.

“Site Agreement” means an agreement between Novell and an enterprise Customer that enables such Customer to obtain Support for multiple copies of a Covered Product throughout the Customer’s enterprise. The number of Client Subscriptions, Server Subscriptions and *** attributable to any give Site Agreement shall equal the number of copies authorized to receive Support for such respective Subscriptions.

***

“Fees” means: the *** Novell *** during the applicable reporting period, *** Novell *** during the applicable reporting period, and *** set forth herein.

“Client Subscriptions” means Subscriptions that Support copies of SLED or SLES used or authorized for use only on a client or desktop computer.

“Server Subscriptions” means Subscriptions that Support copies of SLED or SLES used or authorized for use on a server (not including a ***).

“***” means Subscriptions that Support copies of SLED or SLES used on a ***.

2.0 ***: As a *** for the payment in Section 5.1 for the *** Novell relating to Selected Products and for ***, Microsoft *** as of the Effective Date Novell ***.

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3.0 ***: The *** for each Year shall *** in the *** that *** to the relevant reporting periods. Such *** are based upon a *** Subscriptions of *** the Term; and accordingly, if the *** Client Subscriptions in ***, then the *** shall instead ***, and if the *** Client Subscriptions in ***, then the *** shall instead ***.

     ***

4.0 Reporting Periods. The Fees will be paid by Novell to Microsoft within *** *** after ***, within *** after each *** period thereafter during the Term, and *** after the Term, and will include payment for Fees owed to Microsoft during the *** period (or the applicable *** in the *** of the ***) (“reporting periods”). For avoidance of doubt, the Parties acknowledge that no payment of Fees will be required for any period after the Term, notwithstanding survival of the covenants with respect to the Captured Patents in accordance with Section 2.6, except that the foregoing will not affect Novell’s obligation to pay any Fees with respect to reporting periods within the Term. If a reporting period *** as to which Novell ***, payments will be *** on the ***. Payments shall be calculated and reported ***.

5.0 ***.

     ***

6.0 Payment Method. The payments in Section 5 of the Agreement shall be made by wire transfer to the following respective accounts:

     ***

     7.0. ***

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EXHIBIT C

***

***
***
***
***
***
***

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EXHIBIT D

Microsoft’s Patent Pledge for Hobbyist Developers

Many software developers, often referred to as “hobbyists,” write code not with the expectation of making money, but because they enjoy solving technical challenges and participating in a community of enthusiasts who recognize and encourage one another’s talents. One such community of hobbyist developers participate in the development of open source software. To further encourage these efforts, this pledge provides non-compensated individual hobbyist developers royalty-free use of Microsoft patents as set forth below.

It is Microsoft’s intent that this pledge be legally binding and enforceable as to individual hobbyist developers according to the terms below.

Non-Assertion of Patents Pledge

Microsoft hereby covenants not to assert Microsoft Patents against each Non-Compensated Individual Hobbyist Developer (also referred to as “You”) for Your personal creation of an originally authored work (“Original Work”) and personal use of Your Original Work. This pledge is personal to You and does not apply to the use of Your Original Work by others or to the distribution of Your Original Work by You or others. A “Non-Compensated Individual Hobbyist Developer” is an individual software developer (i.e., a person and not any corporation, partnership or other legal entity), including a developer of open source software, who receives no monetary payment or any other forms of consideration that can be valued monetarily for their creation of their Original Works. The fact that You may be employed as a software developer by, and receive a salary from, a corporation, partnership or other legal entity, does not disqualify You from treatment as a “Non-Compensated Individual Hobbyist Developer” under this pledge, provided Your activities related to the creation of Your Original Work are performed during Your free time and outside the scope of Your employment. The Microsoft Patents subject to this pledge are all patents issued world-wide to the extent they are owned or controlled by Microsoft or its majority owned subsidiaries. For additional information on obtaining rights under Microsoft patents to contribute Your Original Work to an open source project, please see Microsoft’s Patent Pledge for Hobbyist Contributors.

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Microsoft reserves the right to terminate and revoke this pledge to You, as of the date granted, if You or an entity that You control asserts a patent infringement claim against a Microsoft product, service or technology.

Reservation of Rights

Microsoft further reserves the right to prospectively update and revise the terms of this pledge, for example to accommodate applicable laws, rules, orders or regulations. The rights provided under this pledge are personal to You and are not for the benefit of others. All rights not expressly granted in this pledge are reserved by Microsoft.

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EXHIBIT E

Microsoft’s Patent Pledge for Individual Contributors to
openSUSE.org

From time to time, individual developers wish to contribute their authored code to openSUSE.org projects. It is Microsoft’s intent that this pledge be legally binding and enforceable as to such individual contributors according to the terms below.

Non-Assertion of Patents Pledge

Microsoft hereby covenants not to assert Microsoft Patents against each Individual Contributor (also referred to as “You”) for Your distribution of Your personally authored original work (“Original Work”) directly to openSUSE.org, but only if, and to the extent, (i) Your Original Work becomes part of SUSE Linux, SUSE Linux Enterprise Desktop or SUSE Linux Enterprise Server, and (ii) You ensure that as a result of Your contribution, openSUSE.org, and all further recipients of Your Original Work, do not receive any licenses, covenants or any other rights under any Microsoft intellectual property. This pledge is personal to You and does not apply to any use or distribution of Your Original Work by others.

There are a variety of ways to satisfy the requirement under section (ii) above. For example, one way to satisfy the requirement under US law is for openSUSE.org to include the following provision as is in its binding contribution agreement with You:

openSUSE.org agrees that as a condition of receiving the attached contribution of Your Original Work, openSUSE.org does not receive from You the contributor any licenses, covenants or any other rights under any Microsoft intellectual property with respect to that Original Work, and openSUSE.org will ensure that all further recipients of this Original Work will be subject to this same condition. “Original Work” has the meaning as set forth in Microsoft’s Patents Pledge for Individual Contributors to openSUSE.org.

An “Individual Contributor” is an individual open source software developer (and not any corporation, partnership or other legal entity). All Microsoft’s utility patents worldwide are subject to this pledge to the extent they are owned or controlled by Microsoft or its majority owned subsidiaries.

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Reservation of Rights

Microsoft reserves the right to terminate and revoke this pledge to You, as of the date granted, if You or an entity that You control asserts a patent infringement claim against a Microsoft product, service or technology.

Microsoft further reserves the right to terminate this pledge and revoke this pledge to You upon the termination of that certain patent agreement entered into by and between Microsoft and Novell Inc., dated as of November 2, 2006.

In addition, Microsoft reserves the right to prospectively update and revise the terms of this pledge, for example to accommodate applicable laws, rules, orders or regulations. The rights provided under this pledge are personal to You and are not for the benefit of others. All rights not expressly granted in this pledge are reserved by Microsoft.

^*** Portion for which confidential treatment requested.

Microsoft — Novell	CONFIDENTIAL
Patent Cooperation Agreement	November 2, 2006

25 of 27

EX-10.36

Exhibit 10.36

Microsoft Corporation	Tel 425 882 8080
One Microsoft Way	Fax 425 936 7329
Redmond, WA 98052-6399	http://www.microsoft.com/

November 7, 2006

Novell, Inc.
404 Wyman
Waltham, MA USA 02451

Attention: Joseph A. LaSala, Jr.,
Senior Vice President and General Counsel

                    Re: Patent Cooperation Agreement

Dear Joe:

     We wish to confirm that the attached form of Patent Cooperation Agreement (“PCA”), which incorporates corrections to the form of PCA executed on November 2, 2006, constitutes the Patent Cooperation Agreement between Microsoft Corporation and Novell, Inc. dated as of November 2, 2006. The form of PCA executed on November 2 shall be of no force or effect.

     Please sign below to indicate your agreement with the foregoing.

Sincerely,
MICROSOFT CORPORATION
By:	/s/ Bradford L. Smith
Title:	Sen. VP & Gen. Counsel
MICROSOFT LICENSING, GP
By:	/s/ Joel Freedman
Title:	Vice President

NOVELL, INC.
By:	/s/ Joseph A. LaSala, Jr.
Title:	SVP, GENERAL COUNSEL & SECRETARY

          Microsoft Corporation is an equal opportunity employer.

EX-21

Exhibit 21

	State of Incorporation or
Wholly-Owned Entities	Country in Which Organized
Cambridge PCHL L.L.C.	Delaware
Cambridge Technology Capital Management, Inc.	Delaware
Cambridge Technology CGP, Inc.	Delaware
Cambridge Technology Colombia S.A.	Columbia
Cambridge Technology Partners (Switzerland) SA	Switzerland
Cambridge Technology Partners do Brasil s.c. Ltda	Brazil
Cambridge Technology Partners India Private Limited	India
Cambridge Technology Partners Limited	Japan
Immunix, Inc.	Oregon
Novell (Schweiz) AG	Switzerland
Novell (Taiwan) Co., Ltd.	Taiwan
Novell Austria GmbH	Austria
Novell Belgium N.V.	Belgium
Novell Canada, Ltd.	Canada
Novell Chile S.A.	Chile
Novell Corporation (Malaysia) Sdn Bhd	Malaysia
Novell Danmark A/S	Denmark
Novell de Argentina S.A.	Argentina
Novell de Mexico, S.A. de C.V.	Mexico
Novell do Brasil Software Ltda.	Brazil
Novell European Services Ltd	United Kingdom
Novell European Services S.A.S.	France
Novell Finance Limited	Cayman
Novell Finland OY	Finland
Novell Germany GmbH	Germany
Novell Holding Deutschland GmbH	Germany
Novell Holdings, Inc.	Delaware
Novell Hong Kong Limited	Hong Kong
Novell International Holdings, Inc.	Delaware
Novell Ireland Real Estate Limited	Ireland
Novell Ireland Software Limited	Ireland
Novell Israel Software Limited	Israel
Novell Italia s.r.l.	Italy
Novell Korea Co., Ltd	Korea
Novell Licensing International BV	Netherlands
Novell Luxembourg SARL	Luxembourg
Novell Nederland B.V.	Netherlands
Novell New Zealand Limited	New Zealand
Novell Norge AS	Norway
Novell Philippines, Incorporated	Philippines
Novell Portugal Informatica Lda	Portugal
Novell Pty Ltd	Australia
Novell S.A.R.L.	France
Novell Singapore Pte Ltd	Singapore
Novell Software (Beijing) Ltd	China, PRC
Novell Software (Thailand) Ltd	Thailand

	State of Incorporation or
Wholly-Owned Entities	Country in Which Organized
Novell Software de Colombia S.A.	Columbia
Novell Software Development (I) Pvt. Ltd.	India
Novell Software International Limited	Ireland
Novell Soluciones y Consultorya de Venezuela C.A.	Venezuela
Novell South Africa (Proprietary) Limited	South Africa
Novell Spain S.A.	Spain
Novell Svenska AB	Sweden
Novell UK Limited	United Kingdom
Onward Novell Software (I) Ltd	India
SilverStream Netherlands, Inc.	Delaware
SilverStream Securities Corporation	Massachusetts
SilverStream Software, LLC	Delaware
SUSE CR s.r.o.	Czech Republic
SuSE LINUX GmbH	Germany
SUSE Linux Products GmbH	Germany
SUSE Werbeagentur GmbH	Germany
Tally Systems, LLC	Delaware

	State of Incorporation or
Majority-Owned Entities	Country in Which Organized
Novell Japan, Ltd.	Japan
Empirical Acquisition Corp.	California
Cambridge Technology Capital Fund I, L.P.	Delaware

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-109345, 333-109346, 33-14531, 33-54483, 33-64998, 33-65440, 33-68336, 333-04775, 333-04823, 333-62087, 333-62103, 333-95409, 333-41328, 333-71502 and 333-97713) of Novell, Inc. of our report dated May 25, 2007 relating to the financial statements, financial statement schedule, management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.

/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
May 25, 2007

EX-23.2

EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statements (Form S-8 No. 033-14531, No. 033-48395, No. 033-54483, No. 033-64998, No. 033-68336, No. 333-38435, No. 333-109345, No. 333-109346, No. 333-04775, No. 333-04823, No. 333-38435, No. 333-62087, No. 333-62103, No. 333-95409, No. 333-41328, No. 333-71502 and No. 333-97713) pertaining to employee equity compensation plans of Novell, Inc. of our report dated November 16, 2004, except with respect to the matter discussed in the second paragraph of Note E relating to fiscal year 2004, as to which the date is May 25, 2007, with respect to the consolidated financial statements and schedule of Novell, Inc. and subsidiaries included in the Annual Report (Form 10-K) for the year ended October 31, 2006.

/s/ Ernst & Young LLP

Boston, Massachusetts
May 25, 2007

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Ronald W. Hovsepian, President and Chief Executive Officer of Novell, Inc., certify that:

1. I have reviewed this annual report on Form 10-K of Novell, Inc;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

     a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

     c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

     a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

     b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 25, 2007

/s/ Ronald W. Hovsepian Ronald. W. Hovsepian

President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Dana C. Russell., Senior Vice President, Chief Financial Officer of Novell, Inc., certify that:

1. I have reviewed this annual report on Form 10-K of Novell, Inc;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

     a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

     c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

     a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

     b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 25, 2007

/s/ Dana C. Russell Dana C. Russell

Senior Vice President, Chief Financial Officer

EX-32.1

EXHIBIT 32.1

SECTION 906 CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER

     I, Ronald W. Hovsepian, Chief Executive Officer of Novell, Inc., a Delaware corporation (the “Company”), hereby certify that:

(1)	The Company’s periodic report on Form 10-K for the year ended October 31, 2006 (the “Form 10-K”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended; and
(2)	The information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company.

* * *

CHIEF EXECUTIVE OFFICER

/s/ Ronald W. Hovsepian Ronald W. Hovsepian

Date: May 25, 2007

EX-32.2

EXHIBIT 32.2

SECTION 906 CERTIFICATION BY THE CHIEF FINANCIAL OFFICER

     I, Dana C. Russell, Chief Financial Officer of Novell, Inc., a Delaware corporation (the “Company”), hereby certify that:

(1)	The Company’s periodic report on Form 10-K for the period ended October 31, 2006 (the “Form 10-K”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended; and
(2)	The information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company.

* * *

CHIEF FINANCIAL OFFICER

/s/ Dana C. Russell Dana C. Russell

Date: May 25, 2007