UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
The Securities and Exchange Act of 1934

August 25, 2005
Date of Report
(Date of earliest event reported)

NOVELL, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation or organization) 0-13351
(Commission File
Number) 87-0393339
(IRS Employer
Identification Number)

404 Wyman Street, Suite 500
Waltham, MA 02451
(Address of principal executive offices and zip code)

(781) 464-8000
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Item 2.02. Results of Operations and Financial Condition

On August 25, 2005, Novell, Inc. ("Novell") issued a press release to report Novell's financial results for the third fiscal quarter ended July 31, 2005. A copy of the press release is attached to this current report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

We disclosed non-GAAP adjusted financial information in the press release for the fiscal quarters ended July 31, 2005, April 30, 2005, and July 31, 2004. These non-GAAP disclosures include adjusted net revenue, adjusted gross profit, adjusted income (loss) from operations, adjusted income (loss) before income taxes, adjusted net income (loss), adjusted diluted net income (loss) available to common stockholders, adjusted diluted net income (loss) per common share and adjusted diluted weighted average shares.

We believe the presentation of non-GAAP adjusted financial information presents a useful performance measure because it enables investors to track and compare our core operating performance from one reporting period to another and helps investors better understand management's view of the business. Novell's management also includes non-GAAP financial measures as a component of regular internal operating reports. By making these same measures available in our external reporting, we are able to provide investors with the additional financial measures that management believes reflect its view of the on-going core business, thus improving investors' ability to assess the future prospects of Novell.

We believe the presentation of adjusted net revenue, which excludes revenue recognized as a result of a legal judgment in favor of Novell, provides useful information to investors regarding our results of operations because this type of revenue occurs infrequently, is often material, and cannot be easily predicted; thus, this presentation shows a more consistent reflection of our revenue performance.

We believe the presentation of adjusted gross profit, which excludes the adjustment discussed above, provides useful information to investors regarding our results of operations because of the reasons set forth above.

We believe the presentation of adjusted income (loss) from operations, which excludes restructuring charges, acquired in-process research and development charges, and integration charges, as well as the adjustment discussed above, provides useful information to investors regarding our results of operations because of the reasons set forth above; thus, this presentation shows a more consistent reflection of our core operating performance.

We believe the presentation of adjusted income (loss) before income taxes, which excludes a net gain on the sale of previously impaired long-term investments, long-term investment impairments, and interest income recognized as a result of a legal judgment in favor of Novell, as well as the items discussed above, provides useful information to investors regarding our results of operations because of the reasons set forth above. Additionally, the investment impairments are influenced by market valuations, general economic conditions and the performance of the underlying investments. Consequently, these items do not reflect our day-to-day business operations of delivering software and services to customers.

We believe the presentation of adjusted net income (loss), which excludes tax adjustments, including adjustments related to the cumulative tax effect of a settlement of potential litigation, and the adjustments discussed above, provides useful information to investors regarding our results of operations because it assists investors in evaluating the overall net effect of the foregoing adjustments.

We believe the presentation of adjusted diluted net income (loss) available to common stockholders, which is adjusted for convertible debt interest expense, preferred stock dividends, and the allocation of earnings to preferred stockholders, as well as the adjustments discussed above, provides useful information to investors regarding our results of operations because it assists investors in evaluating the overall net effect of the other foregoing adjustments.

We believe the presentation of adjusted diluted net income (loss) per common share, which accounts for the items discussed above, provides useful information to investors regarding our results of operations because it assists investors in evaluating the overall net effect of the foregoing adjustments on a diluted per share basis.

We believe the presentation of adjusted diluted weighted average shares provides useful information to investors regarding our results of operations because it assists investors in understanding changes to diluted weighted average shares required by changes between GAAP and non-GAAP net income (loss).

Item 9.01. Financial Statements and Exhibits

(c)  Exhibits

Exhibit Number	Description
99.1	Press Release dated August 25, 2005.

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Novell, Inc. (Registrant)
Date: August 25, 2005	By /s/ Joseph S. Tibbetts, Jr. Senior Vice President Chief Financial Officer and Principal Accounting Officer

EXHIBIT INDEX

The following exhibit is filed as part of this current report on Form 8-K.

Exhibit Number	Description
Exhibit 99.1	Press Release of Novell, Inc. dated August 25, 2005