853273--3/6/2009--BORLAND_SOFTWARE

related topics

{control, financial, internal}

{stock, price, share}

{customer, product, revenue}

{property, intellectual, protect}

{debt, indebtedness, cash}

{acquisition, growth, future}

{product, market, service}

{system, service, information}

{regulation, change, law}

{product, liability, claim}

{interest, director, officer}

{personnel, key, retain}

{condition, economic, financial}

{cost, operation, labor}

{competitive, industry, competition}

Our inability to forecast our revenue pipeline or convert revenue pipeline into contracts, especially given our focus on enterprise customers, could increase fluctuations in our revenue and financial results. Adverse global economic conditions could adversely affect our customers and, in turn, our operating results. The complexity of accounting regulations and related interpretations and policies, particularly those related to revenue recognition, could limit our ability to predict our revenue and materially affect our financial results for a given period. 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. We have recently made changes to our executive officers and management. There may be an adjustment period which could cause inefficiencies in the management of our business and our operations. We are in the process of making changes to our financial reporting 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. Our common stock has declined over the past two years. If our stock price does not increase, we may not attract as many investors. In addition, we may be at risk for satisfying the minimum listing requirements of the Nasdaq Global Market. We and our prior independent registered public accounting firm previously determined that we had a material weakness in our internal control over financial reporting. There can be no assurance that a material weakness will not arise in the future. 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. In prior periods, we were 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 Stock Market. If we are unable to maintain revenue levels for our deployment, or application middleware, products, our financial results may be harmed. 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. 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 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 Notes would dilute the ownership interests of existing stockholders. Under the terms of the Notes, events that we do not control may trigger redemption 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--3/6/2009--BORLAND_SOFTWARE_CORP