853273--3/15/2007--BORLAND_SOFTWARE

related topics

{control, financial, internal}

{property, intellectual, protect}

{product, market, service}

{personnel, key, retain}

{stock, price, share}

{debt, indebtedness, cash}

{competitive, industry, competition}

{acquisition, growth, future}

{customer, product, revenue}

{system, service, information}

{regulation, change, law}

{investment, property, distribution}

{product, liability, claim}

{cost, operation, labor}

Our failure to efficiently complete the separation of our CodeGear division from our enterprise business and effectively operate CodeGear could harm our operating results. We have experienced significant changes in our senior management team and if we are not able to effectively integrate new senior management members, our business could be harmed. Our failure to implement systems to meet the requirements and manage the large service projects necessary for our enterprise may result in delays in recognizing revenue on these projects and thus could harm our profit and adversely affect our results of operations. Our inability to forecast our revenue pipeline or convert revenue pipeline into contracts, especially given our increasing focus on enterprise customers, could increase fluctuations in our revenue and financial results. Because competition for qualified technical and management personnel is intense, we may not be able to recruit or retain qualified personnel, which could harm our business. Our success is dependent upon our ability to enhance the quality and scalability of our various products, improve the integration and overall functionality of these products, and evolve our solution toward our ALM strategy. If we are unable to maintain revenue levels for our deployment products, our financial results may be harmed. We may not be able to compete successfully against current and potential competitors. The complexity of accounting regulations and related interpretations and policies, particularly those related to revenue recognition, could materially affect our financial results for a given period. We, and our independent registered public accounting firm, have determined that we have a material weakness in our internal control over financial reporting as of December 31, 2006. As a result, current and potential stockholders could lose confidence in our financial reporting, which would harm our business and the trading price of our stock. We have been unable to timely file our annual and quarterly reports as required by the Securities Exchange Act of 1934, and our continued inability to file these reports on time could result in your not having access to important information about us and the delisting of our common stock from the Nasdaq Global Market. We are in the midst of significant changes to our financial reporting and accounting team and systems, which may impact our ability to comply with our financial reporting and accounting obligations. We are in the process of implementing plans for reducing expenses and if we fail to achieve the results we expect, there will be a negative effect on our financial condition. Consolidation in our industry or fluctuation in our stock price may impede our ability to compete effectively. We depend on technologies licensed to us by third parties, such as Sun Microsystems and Microsoft, and the loss of or inability to maintain these licenses could prevent or delay sales or shipments of certain of our products. Failure to manage our international operations could harm our results. Bundling arrangements or product give-aways by our competitors, including available, cost-free development technologies, may diminish demand for our products or pressure us to reduce our prices. Our future success depends upon enhancing existing relationships and establishing new technology alliances. Our products may contain unknown defects that could result in a loss of revenues, decreased market acceptance, injury to our reputation and product liability claims. Third-party claims of intellectual property infringement may subject us to costly litigation or settlement terms or limit the sales of our products. If we are unable to protect our intellectual property, we may lose valuable assets. Our debt obligations expose us to risks that could adversely affect our business, operating results and financial condition. Conversion of the convertible senior notes will dilute the ownership interests of existing stockholders. Under the terms of the 2.75% Convertible Senior Notes due 2012, events that we do not control may trigger conversion rights that, if exercised, may have an adverse effect on our liquidity. Our rights plan and our ability to issue additional preferred stock could harm the rights of our common stockholders.

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853273--3/15/2007--BORLAND_SOFTWARE_CORP