Press Release

Novell Reports Third Fiscal Quarter Results

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Net Income Of $59 Million, 17 Cents Per Share

Orem, UT -- August 22, 1996 -- Novell, Inc. (NASDAQ:NOVL) today reported revenue of $365 million for its third fiscal quarter ended July 27, 1996. Net income was $59 million, or 16 percent of revenue. On a per share basis, net income was $0.17 on 352 million weighted average shares outstanding.

Third quarter results compare with year-earlier earnings of $0.27 and revenue of $538 million, which included $89 million of revenue from sold and discontinued business lines. Novell sold its personal productivity applications and UnixWare product lines during the first half of fiscal 1996 as it focused on the network software business.

Robert J. Frankenberg, Novell chairman and chief executive officer said, "Novell has bounced back. NetWare 4 unit sales to distribution in quarter three were up 17 percent from quarter one. We have returned to profitability with a $114-million improvement over the second quarter and brought revenue and earnings to near first quarter levels, excluding the sold and discontinued business lines."

"With historic issues behind us, we are extending our network operating system into a comprehensive platform for the rapidly expanding intranet and Internet markets."

"We will continue to leverage our traditional server operating systems business, as we increase our emphasis on the burgeoning market for network services software. As customers migrate their corporate networks to full-service intranets, Novell is ideally positioned to provide standards-based, cross platform network services, including directory, security, file, messaging, print, Web, and management."

Revenue from NetWare server operating system products totaled $216 million in third quarter 1996, compared with $295 million in the year earlier period. Of this total, NetWare 4 revenue increased slightly to $131 million. NetWare 3 revenue declined by $80 million to $85 million, reflecting both upgrades to NetWare 4 and increased competition.

In the enterprise network market, the growth in corporate, channel, and OEM license programs continued strong in the third quarter. Licensing increased 26 percent over the year-earlier period and accounted for 36 percent of revenue, driven by upgrades and new adoptions of NetWare 4 by major customers with large networks.

Revenue from Novell's newer network services market, consisting of GroupWise messaging, ManageWise network management, host connectivity, Internet server, and TCP/IP software, contributed $85 million, compared with $87 million a year earlier. Strong growth in GroupWise and ManageWise revenue was offset by declines in host connectivity and TCP/IP software sales. Novell expects its network services market to expand as the company unbundles services from its operating system and provides them across additional server platforms, including Microsoft NT and Unix.

On the balance sheet, cash and short-term investments totaled $1.0 billion, compared with $1.3 billion at October 28, 1995. During the third quarter, Novell repurchased 10 million shares of outstanding common stock for $137 million. Year-to-date in fiscal 1996, Novell has purchased 33 million shares for $444 million.

Founded in 1983, Novell (NASDAQ: NOVL) is the world's leading provider of network software. The company offers a wide range of network solutions for distributed network, Internet, intranet and small-business markets. Novell education and technical support programs are the most comprehensive in the network computing industry. Information about Novell's complete range of products and services can be accessed on the World Wide Web at http://www.novell.com.

Press Contact:
Peter Troop
408-577-8361
Internet: peter_troop@novell.com

Novell, Inc.
Consolidated Unaudited Condensed Statements of Income
(In thousands, except per share data)

                         Third
                 Fiscal Quarter Ended     Nine Months Ended
                 July 27,    July 29,    July 27,    July 29,
                     1996        1995        1996        1995
               __________  __________  __________  __________
Net sales      $  365,091  $  537,922  $  991,190  $1,560,655
Cost of sales      75,618     125,600     240,243     366,930
               __________  __________  __________  __________
Gross profit      289,473     412,322     750,947   1,193,725

Operating expenses
Sales and mktg.  124,853     149,010     375,610     437,187
Product dev.      60,345      89,788     208,701     272,605
General and
   administrative  34,299      39,368     107,568     109,132
Restructuring
   charges           --          --        18,442        --
               __________  __________  __________  __________
Total operating
   expenses       219,497     278,166     710,321     818,924
               __________  __________  __________  __________
Income from
   operations      69,976     134,156      40,626     374,801
Other income,
   net             14,736      19,176      56,420      45,278
               __________  __________  __________  __________
Income
   before taxes    84,712     153,332      97,046     420,079
Income taxes       25,953      51,366      30,085     140,726
               __________  __________  __________  __________
Net income     $   58,759  $  101,966  $   66,961  $  279,353
               ==========  ==========  ==========  ==========

Weighted average shares
   outstanding    352,129     376,494     362,052     374,302
               ==========  ==========  ==========  ==========
Net income
   per share   $     0.17  $     0.27  $     0.18  $     0.75
               ==========  ==========  ==========  ==========

Novell, Inc.
Consolidated Unaudited Condensed Balance Sheet
(In thousands)

                            July 27,              October 28,
                                1996                     1995
                          __________               __________
Cash and short-term
   investments            $  993,712               $1,321,231
Receivables, net             400,977                  470,437
Inventories                   12,709                   23,025
Prepaid expenses              31,749                   50,576
Deferred income taxes         77,539                   59,913
                         ___________              ___________
Total current assets       1,516,686                1,925,182

Property, plant
   and equipment, net        381,405                  390,452
Other assets                  49,350                  101,196
                          ___________             ___________
Total assets              $1,947,441               $2,416,830
                          ===========             ===========


LIABILITIES AND SHAREHOLDERS' EQUITY

Accounts payable          $   74,374               $  116,305
Accrued compensation          58,315                   97,637
Accrued marketing
   liabilities                48,476                   72,339
Other accrued
   liabilities               117,398                   90,623
Income taxes payable            --                     29,942
Deferred revenue              35,335                   54,099
                         ___________              ___________
Total current
   liabilities               333,898                  460,945

Minority interests            17,034                   17,623

Put warrants                  90,025                     --

Shareholders' equity       1,506,484                1,938,262
                         ___________              ___________

Total liabilities and
   shareholders' equity   $1,947,441               $2,416,830
                         ===========              ===========