Press Release

Novell Reports Second Fiscal Quarter 1997 Results

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PROVO, UT., -- May 28, 1997 -- Novell, Inc. (NASDAQ:NOVL) today reported revenue of $273 million and a net loss of ($0.04) per share, for its second fiscal quarter ended April 30, 1997. In the year-earlier quarter, Novell recorded revenue of $188 million and a loss of ($0.15) per share.

Second-quarter 1997 results reflect disappointing sales of boxed software products to distributors and lower licensed revenue of certain older products to Original Equipment Manufacturers (OEMs). These two distribution channels account for approximately 54 percent of Novell revenue. Sales from the company's multi-product, direct and channel license programs increased 46 percent year-over-year to account for 34 percent of revenue. This growth reflects continuing demand for IntranetWare server operating systems in the large network enterprise market.

Given these results and competitive pressures in the small network market, Dr. Eric Schmidt, Novell chairman and chief executive officer, said: "Novell is taking corrective measures to realign its resources, better manage and control its business, and more rapidly implement the company's strategies to become a leading Internet/intranet software provider.

"In the third fiscal quarter, the company plans to reduce its workforce by approximately 18 percent, or approximately 1,000 employees. Novell will be a more streamlined, tightly managed, and responsive organization totaling about 4,800 employees worldwide.

"In addition, we intend to reduce product inventories in our distribution channels in the third quarter. Current levels of product inventories are no longer appropriate as Novell's business continues to experience competitive pressures and to shift from a high reliance on boxed software distribution to a changing mix of boxed products and multi-product licenses. Our objective is to get ahead and stay ahead of these distribution changes."

Novell will implement this inventory reduction by not shipping additional products to distributors in the third quarter, thus decreasing revenue for the quarter by a corresponding amount. The company will assist resellers to meet customer needs by appropriately matching existing inventory in the channel to specific product demand around the globe. In the second fiscal quarter of 1997, this distribution channel accounted for approximately $100 million of Novell revenue.

The decision to withhold shipments to distributors is expected to result in an operating loss in the third fiscal quarter. The workforce reduction is estimated to yield a one-time restructuring charge ranging from $25 million to $35 million in the third quarter, principally comprising severance and excess facilities costs.

"The corrective actions we are taking will not affect the delivery of previously announced products, including BorderManager and Novell Directory Services for Microsoft NT Server," said Schmidt. "Our plan is to enable Novell to rapidly deliver the next generation of network services software. One year from now, look to Novell to be a pure Internet leader in the expanding multi-billion dollar network services software market."

On the balance sheet, cash and short-term investments were $1.0 billion at the April 30 close of the second quarter, slightly higher than fiscal year-end 1996.

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

Forward looking statements in this release are made under the Safe Harbor Reform Act of 1996. These statements are based on current expectations and actual results may differ materially due to risks, uncertainties, and other factors. Additional information covering factors that could cause results to differ materially from projected statements can be found in Novell's 10-K and 10-Q filings, as well as the annual report.

Press Contact:
Peter Troop
Novell, Inc.
Phone: (408) 577-8975
Internet: peter_troop@novell.com

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


             Fiscal Quarter Ended       Six Months Ended
               Apr. 30,    Apr. 27,    Apr. 30,    Apr. 27,
                   1997        1996        1997        1996
             __________  __________  __________  __________
Net sales    $  273,107  $  188,180  $  647,954  $  626,099
Cost of sales    77,175      68,614     153,146     164,625
             __________  __________  __________  __________
Gross profit    195,932     119,566     494,808     461,474

Operating expenses
Sales and mktg. 116,068     127,292     243,958     250,757
Product dev.    68,442      69,723     140,197     148,356
General and
   admin.       39,517      34,731      77,248      73,269
Restructuring
   charges         --          --          --        18,442
             __________  __________  __________  __________
Total operating
   expenses     224,027     231,746     461,403     490,824
             __________  __________  __________  __________
Income (loss)
   from
   operations   (28,095)   (112,180)     33,405     (29,350)

Other income
   (expense)
   Investment
   income         9,921      11,257      26,535      26,157
   Gain on sale
   of assets       --        19,815        --        19,815
   Other, net    (3,506)     (2,138)     (6,343)     (4,288)
             __________  __________  __________  __________
Total other
   income
   (expense)      6,415      28,934      20,192      41,684
             __________  __________  __________  __________
Income
   before taxes (21,680)    (83,246)     53,597      12,334
Income taxes    ( 7,046)    (27,887)     17,419       4,132
             __________  __________  __________  __________
Net income   $  (14,634) $  (55,359) $   36,178  $    8,202
             ==========  ==========  ==========  ==========

Weighted average shares
   outstanding  347,904     362,442     347,499     367,013
             ==========  ==========  ==========  ==========
Net income
   per share $    (0.04) $    (0.15) $     0.10  $     0.02
             ==========  ==========  ==========  ==========


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

ASSETS                     April 30,            October 26,
                                1997                   1996
                          __________             __________
Cash and short-term
   investments            $1,044,106             $1,024,755
Receivables, net             332,507                452,327
Inventories                   18,400                 16,837
Prepaid expenses              70,914                 59,009
Deferred income taxes         72,223                 37,831
                         ___________            ___________
Total current assets       1,538,150              1,590,759

Property, plant
   and equipment, net        399,598                394,684
Other assets                  57,152                 64,023
                          ___________           ___________
Total assets              $1,994,900             $2,049,466
                          ===========           ===========


LIABILITIES AND SHAREHOLDERS' EQUITY

Accounts payable          $   71,570             $   96,933
Accrued compensation          41,554                 54,731
Accrued marketing
   liabilities                45,045                 48,402
Other accrued
   liabilities                84,750                118,133
Income taxes payable          21,872                   --
Deferred revenue              52,117                 46,573
                         ___________            ___________
Total current
   liabilities               316,908                364,772

Minority interests            16,171                 17,035

Put warrants                  19,750                 52,150

Shareholders' equity       1,642,071              1,615,509
                         ___________            ___________
Total liabilities and
   shareholders' equity   $1,994,900             $2,049,466
                         ===========            ===========