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SECURITIES AND EXCHANGE
    COMMISSION
 Washington, D.C.
    20549
      Form 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2007ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file
    no. 001-10824
      BORLAND SOFTWARE
    CORPORATION
 (Exact name of registrant as
    specified in its charter)
  Delaware

94-2895440(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)   8303 N. MOPAC EXPRESSWAY, SUITE A-300
    AUSTIN, TEXAS 78759
 (Address of principal executive
    offices, including zip code)
  (512) 340-2200
 (Registrants telephone number, including area code)
      Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, $0.01 per share

The NASDAQ Stock Market LLC   Securities registered pursuant to Section 12(g) of the
    Act:
 None
 (Title of Classes)
      o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K þ
  Rule 12b-2
  Large accelerated
    filer  o

Accelerated
    filer  þ

Non-accelerated
    filer  o(Do not check if a smaller
    reporting company)

Smaller reporting
    company  o   Rule 12b-2 o þ
      DOCUMENTS INCORPORATED BY REFERENCE
  Form 10-K,




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##### 





BORLAND
    SOFTWARE CORPORATIONForm 10-K
 For the
    Fiscal Year Ended December 31, 2007
   TABLE OF
    CONTENTS
  PagePART IITEM 1.

BUSINESS


2ITEM 1A.

RISK FACTORS


10ITEM 1B.

UNRESOLVED STAFF COMMENTS


19ITEM 2.

PROPERTIES


19ITEM 3.

LEGAL PROCEEDINGS


20ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY
    HOLDERS


20PART IIITEM 5.

MARKET FOR REGISTRANTS COMMON EQUITY,
    RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
    SECURITIES


20ITEM 6.

SELECTED FINANCIAL DATA


24ITEM 7.

MANAGEMENTS DISCUSSION AND ANALYSIS OF
    FINANCIAL CONDITION AND RESULTS OF OPERATIONS


25ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
    MARKET RISK


46ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


49ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
    ACCOUNTING AND FINANCIAL DISCLOSURE


50ITEM 9A.

CONTROLS AND PROCEDURES


50ITEM 9B.

OTHER INFORMATION


51PART IIIITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
    GOVERNANCE


51ITEM 11.

EXECUTIVE COMPENSATION


51ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
    AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS


51ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
    AND DIRECTOR INDEPENDENCE


52ITEM 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES


52PART IVITEM 15.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES


52SIGNATURES


57EXHIBIT 21.1EXHIBIT 23.1EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2




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A CAUTION
    ABOUT FORWARD-LOOKING STATEMENTS
  Form 10-K
  Form 10-K, Form 10-K,
  GENERAL
    INFORMATION
  http://www.borland.com.
  Form 10-K
  WHERE YOU
    CAN FIND MORE INFORMATION
  Form 10-K Form 10-Q Form 8-K 1-800-SEC-0330. http://www.sec.gov. http://www.borland.com, Forms 10-K, 10-Q 8-K
 1




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##### Table of Contents



PART I  ITEM 1.
    BUSINESS  Suite A-300, (512) 340-2200. http://www.borland.com.
  Overview
          Enterprise.
  CodeGear. tm
  Industry
    Background
   2




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time-to-market
    
    accelerate application development and deployment by providing
    an integrated suite of technologies, consulting services and
    processes addressing every phase of the application development
    process;
    lower the cost of ownership and enhance the return on investment
    from existing technology infrastructure by integrating it with
    new software applications, including customer facing front ends;
    mitigate the risks of failed software delivery by enabling a
    more collaborative, disciplined approach to application
    lifecycle management; and
    are platform-neutral, facilitate interoperability and allow for
    maximum flexibility and freedom of choice across information
    technology systems, which increasingly require the ability to
    function in heterogeneous environments.  Strategy
    
    Technology:  Our ALM product portfolio today
    includes capabilities for project and portfolio management,
    requirements definition and management, modeling, development,
    lifecycle quality, testing and performance management and
    software configuration and change management. We intend to
    continue to develop and buy new technologies to advance and
    expand our existing technology set. 3




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
    People:  Relying on technology alone is not
    enough. The individuals involved in the development process must
    be trained on the process and the technology to ensure effective
    implementation. We intend to continue to develop our educational
    service offerings to support the key roles and processes within
    the software delivery lifecycle, and to build out multiple
    avenues of delivering these services to our customers, including
    through a network of partners and Web-based delivery programs.
    Process:  We believe that an effective and
    repeatable process adhering to recognized standards such as
    Capability Maturity Model Index, or CMMI, is required for
    companies to get the most from their software development
    efforts. We also are working to provide best practice consulting
    for organizations adopting an Agile methodology to software
    delivery. The Agile methodology is one which anticipates the
    need for flexibility and applies a level of pragmatism into the
    delivery of the finished product. It is a methodology which an
    increasing number of our customers appear to be adopting.  Our
    Solutions, Products and Services
  Solutions
    
    Project and Portfolio Management Enables
    organizations to gain visibility into whether they are using the
    right software the correct way, and to measure the results and
    manage the process.
    Requirements Definition and Management Enables organizations to define, manage and
    certify system or project requirements to reduce
    miscommunication and ensure that IT is aligned with business
    priorities.
    Software Change Management Enables
    organizations to manage and respond to changes within the
    software delivery lifecycle, ultimately helping IT teams to
    reduce complexity and improve agility and responsiveness to the
    business.
    Lifecycle Quality Management Enables
    organizations to proactively address and ensure quality from the
    very beginning of the software delivery lifecycle, rather than
    test at the end of the lifecycle when quality issues are more
    expensive to fix.    Products
    Project and Portfolio Management.
  Requirements Management.
 4




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out-of-date
  Requirements Definition.
  Automated Test Management.
  Performance Test Management.
  Functional Test Automation.
  Continuous Build and Test Automation.
  Modeling.
  Software Configuration and Change
    Management.
  CodeGear Development Products. multi-language
 5




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Deployment.
  Services
      Technical Support.
  Consulting Services.
  
    Process Consulting Services.  Our process
    consulting services are designed to establish a process
    foundation for our customers software delivery platform.
    Process optimization begins with formal appraisals and informal
    checklists to help enterprises evaluate current performance and
    set realistic goals. Borland Services build on these assessments
    by working with management teams to define optimal software
    delivery practices. We then combine workshops and consulting to
    define and operationalize the necessary changes into software
    processes. Throughout the engagement, Borland Services use a
    customer-tailored approach for deliverables and actionable
    recommendations to establish processes designed to improve
    reliability, reduce defects, and improve productivity.
    Technology Implementation Services.  We offer
    integration services to streamline the assimilation of our
    solutions into an existing IT environment, thereby protecting
    existing investments. Borland Services work with enterprise
    teams to develop customized implementation plans, assess their
    ability to execute, and as necessary, fill gaps to provide
    additional leverage. Borland complements integration services
    with application and data migration services to successfully
    transition from an existing software development platform. We
    also offer packaged services, including QuickStart and Technical
    Account Management, designed to accelerate the rollout of the
    software delivery platform.  Education Services. e-seminar,
  Customers
    and Partners
  go-to-market
 6




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and/or
  go-to-market
  Sales and
    Marketing
    
    major accounts by named sales representatives;
    smaller accounts by sales personnel on the basis of
    geography; and
    a specific focus on global system integrators, to reach more
    customers through a comprehensive solution selling approach.    
    a worldwide network of independent distributors, dealers,
    value-added resellers, or VARs, specialty catalogue vendors and
    ISVs; and
    our
    e-commerce
    Internet site.  Managements Discussion and Analysis of
    Financial Condition and Results of Operations 
    Critical Accounting Policies and Estimates.
    Research
    and Development
   7




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Competition
    Manufacturing
    Intellectual
    Property
    Employees
   8




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Executive
    Officers
    Name

Position

AgeTod Nielsen

President, Chief Executive Officer and Director

42Erik E. Prusch

Senior Vice President and Chief Financial Officer

41Gregory J. Wrenn

Senior Vice President, General Counsel and Secretary

46David Packer

Senior Vice President, Worldwide Field Operations

43Peter Morowski

Senior Vice President, Research and Development

49   Tod Nielsen.
  Erik E. Prusch.
  Gregory J. Wrenn.
  David Packer.
  Peter Morowski.
 9




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ITEM 1A.
    RISK
    FACTORS  Risks
    Relating to Our Business
  We have
    limited experience in the enterprise market for application
    lifecycle management, or ALM, software solutions. If we are
    unable to successfully achieve our strategic goals, our
    operating results could be harmed.
  go-to-market
  Our
    success is dependent upon our ability to develop effective
    products which meet our customers complex and evolving
    needs and to integrate our products into effective ALM
    solutions.
      We may
    not be able to compete successfully against current and
    potential competitors.
   10




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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.
      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.
  97-2, Software Revenue Recognition
 11




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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 undergone significant changes to our financial
    reporting and accounting team and systems and are still in the
    process of making changes to these systems in international
    regions, 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.
    We and
    our 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.
  Form 10-K
 12




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Form 10-K,
    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.
  Form 10-K Forms 10-Q
  over-the-counter
  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.
   13




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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.
  and/or
  Failure
    to manage our international operations could harm our
    results.
    
    fluctuations in foreign currency exchange rates;
    the difficulty of staffing and managing an organization spread
    over various countries and continents; 14




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
    potentially reduced or less certain protection for intellectual
    property rights than is available under the laws of the United
    States;
    longer payment cycles in some countries and greater difficulty
    in collecting accounts receivable;
    restrictions on the expatriation of currency;
    foreign taxes, export restrictions, tariffs, duties and other
    trade barriers;
    changes in regulatory requirements and resulting costs;
    differing cultures and business practices not consistent with
    our regulatory obligations in the United States;
    compliance with various conflicting laws and regulations,
    including employment laws, and resulting costs; and
    war, threats of war, terrorist activity or political or economic
    instability in certain parts of the world.    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.
   15




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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.
    
    delayed shipping of the product;
    delay in or failure to ever achieve market acceptance;
    diversion of development resources;
    damage to our reputation;
    product liability claims; and
    increased service and warranty costs.    Third-party
    claims of intellectual property infringement may subject us to
    costly litigation or settlement terms or limit the sales of our
    products.
  and/or
  If we are
    unable to protect our intellectual property, we may lose
    valuable assets.
   16




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Our debt
    obligations expose us to risks that could adversely affect our
    business, operating results and financial condition.
    
    require us to dedicate a portion of our expected cash flow or
    our existing cash to service our indebtedness, which would
    reduce the amount of our cash available for other purposes,
    including working capital, capital expenditures and research and
    development expenditures;
    make it difficult for us to incur additional debt or obtain any
    necessary financing in the future for working capital, capital
    expenditures, debt service, acquisitions or general corporate
    purposes;
    limit our flexibility in planning for or reacting to changes in
    our business;
    limit our ability to sell ourselves or engage in other strategic
    transactions;
    make us more vulnerable in the event of a downturn in our
    business; or
    place us at a possible competitive disadvantage relative to less
    leveraged competitors and competitors that have greater access
    to capital resources.    Conversion
    of the convertible senior notes will dilute the ownership
    interests of existing stockholders.
      Form 10-K
 17




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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.
          
    adversely affect the voting power of the stockholders of our
    common stock;
    make it more difficult for a third-party to gain control of us;
    discourage bids for our common stock at a premium;
    limit or eliminate any payments the stockholders of our common
    stock could expect to receive upon our liquidation; or
    otherwise adversely affect the market price of our common stock.   18




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Provisions
    of our certificate of incorporation and bylaws might discourage,
    delay or prevent a change of control of our company or changes
    in our management and, therefore, depress the trading price of
    our common stock.
    
    authorize the issuance of blank check preferred
    stock by our board that could increase the number of outstanding
    shares and discourage a takeover attempt;
    limit the ability of our stockholders to call special meetings
    of stockholders;
    prohibit stockholder action by written consent, which requires
    all stockholder actions to be taken at a meeting of our
    stockholders;
    provide that our board is expressly authorized to amend our
    bylaws, or enact such other bylaws as in their judgment may be
    advisable; and
    establish advance notice requirements for nominations for
    election to our board or for proposing matters that can be acted
    upon by stockholders at stockholder meetings.    ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS    ITEM 2.
    PROPERTIES    ApproximateSquareLocation

Footage


UseScotts Valley, California  Enterprise Way


149,627


Sales, general and administrative and research and developmentCupertino, California


85,247


Sales, general and administrativeAtlanta, Georgia


39,839


Sales, customer support and research and developmentAustin, Texas


33,979


Corporate headquarters, sales, general and administrative and
    research and developmentSingapore


27,051


Sales, general and administrative and research and developmentSanta Ana, California


21,622


Sales, research and developmentLinz, Austria


17,776


Research and developmentFrankfurt, Germany


17,367


Sales, general and administrativeAmstelveen, the Netherlands


14,983


Sales, customer supportTwyford, United Kingdom


13,956


Sales, general and administrativeBelfast, Northern Ireland


13,097


Technical supportParis, France


10,652


Sales, general and administrative    19




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ITEM 3.
    LEGAL
    PROCEEDINGS  Accounting for Contingencies
    ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS   PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES   20




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High


LowFiscal 2006First Quarter

$
6.77


$
5.15Second Quarter

$
5.54


$
4.91Third Quarter

$
6.00


$
5.07Fourth Quarter

$
6.15


$
5.05Fiscal Year

$
6.77


$
4.91Fiscal 2007First Quarter

$
5.50


$
4.89Second Quarter

$
6.20


$
5.32Third Quarter

$
6.03


$
4.31Fourth Quarter

$
4.49


$
2.75Fiscal Year

$
6.20


$
2.75   Form 10-K,
  Purchases
    of Equity Securities
  Discretionary
    Stock Repurchase Program
       21




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PURCHASES
    OF EQUITY SECURITIES
  MaximumNumber (orApproximateTotal Number


Dollar Value)Total





of Shares (or


of Shares (orNumber


Average


Units) Purchased


Units) that Mayof Shares


Price Paid


as Part of Publicly


Yet Be Purchased(or Units)


per Share


Announced Plans


Under the PlansPeriod

Purchased


(or Unit)


or Programs


or Programs(1)Beginning dollar value available to be repurchased as of
    September 30, 2007













$
59,332October 1, 2007 - October 31, 2007(2)


21,062


$
4.20







November 1, 2007 - November 30, 2007(2)


16,126


$
3.38







December 1, 2007 - December 31, 2007(2)


1,868


$
3.21







Total shares repurchased


39,056


$
3.81






$
59,332Ending dollar value available to be repurchased under the
    Discretionary Program as of December 31, 2007(1)













$
59,332     (1)
    
    In September 2001, our Board of Directors authorized the use of
    up to $30 million to repurchase shares of our outstanding
    common stock under a discretionary stock repurchase program
    (Discretionary Program). In February 2004, our Board
    of Directors authorized an additional $30 million of
    repurchases under the Discretionary Program, which was announced
    in our Current Report on
    Form 8-K
    filed with the Securities and Exchange Commission, or SEC, on
    February 4, 2004. In May 2005, our Board of Directors
    authorized an additional $75 million of repurchases under
    the Discretionary Program, which was announced in our Current
    Report on Form
    8-K filed
    with the SEC on May 20, 2005. No shares were repurchased
    through our Discretionary Program during the three months ended
    December 31, 2007.(2)
    
    Consists of shares of restricted stock surrendered by Borland
    employees in order to meet tax withholding obligations in
    connection with the vesting of an installment of their
    restricted stock awards.  10b5-1
    Repurchase Program
  Form 8-K
  EQUITY
    COMPENSATION PLAN INFORMATION
  Regulation S-K
 22




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PERFORMANCE
    GRAPH
  
 23




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ITEM 6.
    SELECTED
    FINANCIAL DATA  Form 10-K.
  Five Year
    Summary
  Fiscal Year2007

2006

2005

2004

2003(In thousands, except per share data)Selected Consolidated Statements of Operations DataTotal revenues

$
268,781


$
304,660


$
276,743


$
309,548


$
295,236Restructuring, amortization of other intangibles,
    acquisition-related expenses and other charges(a)

$
13,934


$
22,073


$
20,611


$
9,841


$
32,758Impairment of goodwill(b)

$
26,509


$



$



$



$
Operating income (loss)

$
(61,040
)

$
(53,093
)

$
(34,975
)

$
18,674


$
(39,934
)Other income (charge) items(c)

$



$
1,658


$
4,372


$



$
500Net income (loss)

$
(61,673
)

$
(51,953
)

$
(29,832
)

$
11,370


$
(40,544
)Net income (loss) per share  basic

$
(0.85
)

$
(0.67
)

$
(0.38
)

$
0.14


$
(0.51
)Net income (loss) per share  diluted

$
(0.85
)

$
(0.67
)

$
(0.38
)

$
0.14


$
(0.51
)Shares used in computing basic income (loss) per share


72,875



77,096



77,557



80,425



80,249Shares used in computing basic income (loss) per share


72,875



77,096



77,557



82,052



80,249   Fiscal Year2007

2006

2005

2004

2003(In thousands)Selected Consolidated Balance Sheet DataCash, cash equivalents and short-term investments

$
158,866


$
55,317


$
175,078


$
221,198


$
202,646Total assets

$
544,017


$
443,899


$
464,530


$
515,283


$
511,789Total long-term obligations

$
231,573


$
15,689


$
15,514


$
8,930


$
7,156     (a)
    
    Charges consisted of net restructuring costs resulting from
    workforce reduction activities and facility lease exit costs,
    amortization of other intangibles, acquisition-related expenses,
    acquired in-process research and development expenses and
    earn-out provisions associated with previous company and
    technology acquisitions. See Note 5 to the Consolidated
    Financial Statements.(b)
    
    CodeGear goodwill impairment charge. See Note 2 to the
    Consolidated Financial Statements.(c)
    
    Other income consisted of a gain on sale of fixed assets and
    gains or collections on investments previously written down or
    written off. 24




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ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  Form 10-K
  Overview
          Enterprise.
  CodeGear. tm
  CRITICAL
    ACCOUNTING POLICIES AND ESTIMATES
   25




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Revenue
    Recognition
    Software Revenue
    Recognition, SOP 97-2, SOP No. 98-9 ,
    Modification of
    SOP No. 97-2
    with Respect to Certain Transactions.
  percentage-of-completion
 26




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##### Table of Contents



Percentage-of-completion and/or SOP No. 81-1, Accounting for Performance of Construction-Type and
    Certain Production-Type Contracts
          Accounting
    for Acquisitions
     27




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Business
    Combinations five-day
  Business
    Combinations, Goodwill and Other Intangible
    Asset.,
   28




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##### Table of Contents



No. 95-3, Recognition of Liabilities in Connection with a
    Purchase Business Combination,
  Restructuring
  Accounting for Costs Associated with Exit or Disposal
    Activities, Restructuring
    and Impairment Charges, Employers Accounting for Postemployment Benefits,
    an Amendment of FASB Statements No. 5 and 43, 60-days
  Allowances
    for Doubtful Accounts
    Stock-Based
    Compensation
     29




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Impairment
    or Disposal of Long-Lived Assets
  Accounting
    for the Impairment or Disposal of Long-Lived Assets,
  Investment
    Securities
  available-for-sale
  Reportable
    Segments
    Enterprise.
  CodeGear. tm
  Income
    Taxes
    Accounting for Income
    Taxes,
 30




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Contingencies
    Determining
    Functional Currencies for the Purpose of Consolidation
         31




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##### Table of Contents



Recent
    Accounting Pronouncements
    Results
    of Operations
    2007


2006


2005License and other revenues

$
137,358



51
%

$
165,886



54
%

$
163,182



59
%Service revenues


131,423



49



138,774



46



113,561



41Total revenues


268,781



100



304,660



100



276,743



100Cost of license and other revenues


6,014



2



7,439



2



8,884



3Cost of service revenues


40,918



15



55,381



18



40,491



15Amortization of acquired intangibles and other charges


8,445



3



6,972



2



10,043



4Cost of revenues


55,377



21



69,792



23



59,418



21Gross profit


213,404



79



234,868



77



217,325



79Selling, general and administrative


176,206



66



195,710



64



174,002



63Research and development


57,795



22



70,178



23



57,687



21Restructuring, amortization of other intangibles,
    acquisition-related expenses and other charges


13,934



5



22,073



7



20,611



7Impairment of goodwill


26,509



10















Total operating expenses


274,444



101



287,961



95



252,300



90Operating loss


(61,040
)


(22
)


(53,093
)


(17
)


(34,975
)


(12
)Gain on investments, net


















4,372



2Gain on sale of fixed assets










1,658



1







Interest income


8,742



3



3,168



1



5,509



2 32




---



##### Table of Contents



2007


2006


2005Interest expense


(5,449
)


(2
)


(374
)


(0
)


(302
)


(0
)Other expense


(790
)


(0
)


(790
)


(0
)


(52
)


(0
)Loss before income taxes


(58,537
)


(21
)


(49,431
)


(16
)


(25,448
)


(8
)Income tax provision


3,136



1



2,522



1



4,384



2Net Loss

$
(61,673
)


(22
)%

$
(51,953
)


(17
)%

$
(29,832
)


(10
)%     Total
    Revenues
    Change



Change2007

$

%

2006

$

%

2005Total revenues

$
268,781


$
(35,879
)


(12
)%

$
304,660


$
27,917



10
%

$
276,743     License
    and Other Revenues by Product
      For the Twelve Months Ended


For the Twelve Months EndedDecember 31, 2007


December 31, 2006Entreprise


CodeGear





Entreprise


CodeGearALM


DPG


IDE


Total


ALM


DPG


IDE


TotalLicense and other revenues

$
70,253


$
26,433


$
40,672


$
137,358


$
85,030


$
29,224


$
51,632


$
165,886Service revenues


95,418



19,679



16,326



131,423



90,352



24,373



24,049



138,774Total

$
165,671


$
46,112


$
56,998


$
268,781


$
175,382


$
53,597


$
75,681


$
304,660   License
    and Other Revenues
    Change



Change2007

$

%

2006

$

%

2005License and other revenues

$
137,358


$
(28,528
)


(17
)%

$
165,886


$
2,704



2
%

$
163,182As percent of total revenues


51
%










54
%










59
%    33




---



##### Table of Contents



Service
    Revenues
    Change





Change2007


$


%


2006


$


%


2005Service revenues

$
131,423


$
(7,351
)


(5
)%

$
138,774


$
25,213



22
%

$
113,561As percent of total revenues


49
%










46
%










41
%         International
    Revenue
   34




---



##### Table of Contents



2007


2006


2005United States

$
112,652



42
%

$
147,050



48
%

$
118,936



43
%Germany


30,666



11



29,210



10



31,010



11United Kingdom


28,281



11



24,427



8



22,484



8All other countries


97,182



36



103,973



34



104,313



38Total revenues

$
268,781



100
%

$
304,660



100
%

$
276,743



100
%       Regional
    Revenues
    2007


2006


2005Americas

$
136,967



51
%

$
168,278



55
%

$
138,008



50
%Europe, Middle East and Africa


98,657



37



99,218



33



97,529



35Asia Pacific


33,157



12



37,164



12



41,206



15Total revenues

$
268,781



100
%

$
304,660



100
%

$
276,743



100
%     Americas.
   35




---



##### Table of Contents



EMEA.
    APAC.
    Cost of
    Revenues
    Change





Change2007


$


%


2006


$


%


2005Cost of license and other revenues

$
6,014


$
(1,425
)


(19
)%

$
7,439


$
(1,445
)


(16
)%

$
8,884As percent of license and other revenues


4
%










4
%










5
%Cost of service revenues

$
40,918


$
(14,463
)


(26
)%

$
55,381


$
14,890



37
%

$
40,491As percent of service revenues


31
%










40
%










36
%Amortization of acquired intangibles

$
8,445


$
1,473



21
%

$
6,972


$
(3,071
)


(31
)%

$
10,043As percent of license and other revenues


6
%










4
%










6
%   Cost
    of License and Other Revenues
   36




---



##### Table of Contents



Cost
    of Service Revenues
      Amortization
    of Acquired Intangibles and Other Charges
      Operating
    Expenses
  Selling,
    General and Administrative Expenses
    Change





Change2007


$


%


2006


$


%


2005Selling, general and administrative expenses

$
176,206


$
(19,504
)


(10
)%

$
195,710


$
21,708



12
%

$
174,002As percent of total revenues


66
%










64
%










63
%    37




---



##### Table of Contents



Research
    and Development Expenses
    Change





Change2007


$


%


2006


$


%


2005Research and development expenses

$
57,795


$
(12,383
)


(18
)%

$
70,178


$
12,491



22
%

$
57,687As percent of total revenues


22
%










23
%










21
%       Restructuring,
    Amortization of Other Intangibles, Acquisition-Related Expenses
    and Other Charges
    2007


2006


2005Restructuring

$
11,254



81
%

$
12,880



58
%

$
16,110



78
%Amortization of other intangibles


413



3



557



3



2,850



14Acquisition-related expenses


2,267



16



3,836



17



1,642



8Other charges:In-process research and development










4,800



22



300



1Other charges


















(291
)


(1
)Total

$
13,934



100
%

$
22,073



100
%

$
20,611



100
%   Restructuring.
 38




---



##### Table of Contents



FY
    2007 4th Quarter
      FY
    2007 2nd Quarter
    FY
    2006
    FY
    2005
   39




---



##### Table of Contents



Severanceand Benefits


Facilities


Other


TotalAccrual at December 31, 2004


98



3,127



308



3,5332005 restructuring


3,976



13,121



38



17,135Cash paid and write-offs during 2005


(3,802
)


(2,680
)


(42
)


(6,524
)Reversal of previous restructuring


(80
)


(884
)






(964
)Accrual at December 31, 2005


192



12,684



304



13,180Acquired from Segue


3,507



542







4,0492006 restructuring


9,577



3,177



446



13,200Cash paid and write-offs during 2006


(8,904
)


(4,800
)


(592
)


(14,296
)Reversal of previous restructuring


(194
)


(52
)


(74
)


(320
)Accrual at December 31, 2006


4,178



11,551



84



15,8132007 restructuring


6,434



5,152



321



11,907Cash paid and write-offs during 2007


(5,776
)


(5,119
)


(482
)


(11,377
)Reversal of previous restructuring


(515
)


(138
)






(653
)Reclassification of previous restructuring


(98
)






98



Accrual at December 31, 2007

$
4,223


$
11,446


$
21


$
15,690         Amortization of other intangibles.
    Acquisition-related expenses.
 40




---



##### Table of Contents



Write-off of in-process research and
    development.
  Other charges.
  Impairment
    of Goodwill
  Change





Change2007


$


%


2006


$


%


2005Impairment of goodwill

$
26,509


$
26,509




%

$



$





%

$
As percent of total revenues


10
%










0
%










0
%   Business
    Combinations, Goodwill and Other Intangible
    Asset.,
    Gain on
    Investments, net
   41




---



##### Table of Contents



Gain on
    Sale of Fixed Assets
    Interest
    Income
    Change





Change2007


$


%


2006


$


%


2005Interest income

$
8,742


$
5,574



176
%

$
3,168


$
(2,341
)


(42
)%

$
5,509As percent of total revenues


3
%










1
%










2
%       Interest
    Expense
    Change





Change2007


$


%


2006


$


%


2005Interest expense

$
5,449


$
5,075



1,357
%

$
374


$
72



24
%

$
302As percent of total revenues


2
%










0
%










0
%     Other
    Expense
    Change








Change2007


$


%


2006





$


%


2005Other expense

$
790


$





%

$
790






$
738



1,419
%

$
52As percent of total revenues


0
%










0
%














0
%    42




---



##### Table of Contents



Income
    Tax Provision
    Change





Change2007


$


%


2006


$


%


2005Income tax provision

$
3,136


$
614



24
%

$
2,522


$
(1,862
)


(42
)%

$
4,384As percent of total revenues


1
%










1
%










2
%   non-U.S. taxes.
      non-U.S. withholding
    Liquidity
    and Capital Resources
  Cash and cash equivalents and short-term
    investments.
 43




---



##### Table of Contents



Net cash provided by and used in operating
    activities.
      Net cash provided by and used in investing
    activities.
      Net cash provided by and used in financing
    activities.
 44




---



##### Table of Contents



Operating Capital and Capital Expenditure
    Requirements. and/or
      Currency.
  Contractual
    Obligations and Off-Balance Sheet Arrangements
  Leases.
 45




---



##### Table of Contents



Less than


1-3


3-5


More than1 Year


Years


Years


5 Years


TotalOperating leases

$
10,721


$
19,422


$
7,418


$
6,639


$
44,200Restructured operating leases


5,914



12,107



4,843







22,864Convertible senior notes










200,000







200,000Capital lease


41



84











125Gross commitments


16,676



31,613



212,261



6,639



267,189Sublease income


(3,056
)


(8,580
)


(4,909
)






(16,545
)Net commitments

$
13,620


$
23,033


$
207,352


$
6,639


$
250,644       Indemnifications.
  Royalties.
  FIN 48 Liability.
  Off-Balance Sheet Arrangements.
  Effect of
    New Accounting Pronouncements
    ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK   46




---



##### Table of Contents



Foreign
    Currency Risk
        Interest
    Rate Risk
  available-for-sale
    Short-term investments. available-for-sale
  Long-term investments. available-for-sale.
 47




---



##### Table of Contents



Credit
    Risks
   48




---



##### Table of Contents



ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA  SELECTED
    QUARTERLY DATA
  period-to-period
  Fiscal 2007 (Unaudited)Fourth


Third


Second


FirstQuarter


Quarter


Quarter


QuarterTotal revenues

$
61,457


$
72,958


$
63,400


$
70,966Gross profit

$
48,642


$
59,274


$
49,584


$
55,904Restructuring, amortization of other intangibles,
    acquisition-related expenses and other expenses(a)

$
9,259


$
1,588


$
2,213


$
874Impairment of goodwill(b)

$
26,509


$



$



$
Net income (loss)

$
(41,706
)

$
500


$
(11,249
)

$
(9,218
)Net income (loss) per share-basic

$
(0.57
)

$
0.01


$
(0.16
)

$
(0.12
)Net income (loss) per share-diluted

$
(0.57
)

$
0.01


$
(0.16
)

$
(0.12
)Shares used in computing basic net income (loss) per share


72,533



72,371



72,201



74,395Shares used in computing diluted net income (loss) per share


72,533



72,554



72,201



74,395   Fiscal 2006 (Unaudited)Fourth


Third


Second


FirstQuarter


Quarter


Quarter


QuarterTotal revenues

$
75,772


$
82,366


$
76,950


$
69,572Gross profit

$
58,488


$
64,065


$
58,540


$
53,775Restructuring, amortization of other intangibles,
    acquisition-related expenses and other expenses(a)

$
6,717


$
5,060


$
9,246


$
1,050Net loss

$
(10,823
)

$
(13,142
)

$
(19,049
)

$
(8,939
)Net loss per share-basic and diluted

$
(0.14
)

$
(0.17
)

$
(0.25
)

$
(0.12
)Shares used in computing basic and diluted net loss per share


77,622



77,263



76,876



76,640     (a)
    
    Charges consisted of net restructuring costs resulting from
    workforce reduction activities, facility lease exit costs,
    amortization of other intangibles, acquisition-related expenses,
    acquired in-process research and development expenses, earn-out
    provisions associated with previous company and technology
    acquisitions. See Note 5 to the Consolidated Financial
    Statements.(b)
    
    CodeGear goodwill impairment charge. See Note 2 to the
    Consolidated Financial Statements.  Form 10-K
 49




---



##### Table of Contents



ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 9A.
    CONTROLS
    AND PROCEDURES  CEO and
    CFO Certifications
  Form 10-K Rule 13a-14(a) Rule 13a-14(a) Rule 13a-14(a)
  Evaluation
    of Our Disclosure Controls and Procedures
    Form 10-K
  Managements
    Report on Internal Control Over Financial Reporting
  Rules 13a-15(f) 15d-15(f)
  
    pertain to the maintenance of records that in reasonable detail
    accurately and fairly reflect our transactions and dispositions
    of our assets;
    provide reasonable assurance that transactions are recorded as
    necessary to permit preparation of financial statements in
    accordance with GAAP, and that receipts and expenditures are
    being made only in accordance with authorizations of our
    management and directors; and
    provide reasonable assurance regarding prevention or timely
    detection of unauthorized acquisition, use or disposition of our
    assets that could have a material effect on the financial
    statements.   50




---



##### Table of Contents



Internal Control
     Integrated Framework
    Form 10-K.
  Changes
    in Internal Control Over Financial Reporting
  Rules 13a-15(f) 15d-15(f)
  ITEM 9B.
    OTHER
    INFORMATION   PART III  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE  Regulation S-K
  ITEM 11.
    EXECUTIVE
    COMPENSATION    ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS   51




---



##### Table of Contents



ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
    INDEPENDENCE    ITEM 14.
    PRINCIPAL
    ACCOUNTING FEES AND SERVICES   PART IV  ITEM 15.
    EXHIBITS,
    FINANCIAL STATEMENT SCHEDULES  Form 10-K,
    Suite A-300
    (512) 340-2200.
  Index to
    Exhibits
  Form 10-K:
  Exhibit



Incorporated by Reference

FiledNumber

Description of Exhibit

Form

Date

Number

Herewith2
.1

Agreement and Plan of Merger, dated as of February 7, 2006,
    by and among Segue Software, Inc., Borland Software Corporation
    and Beta Merger Sub, Inc.

8-K

2/8/2006

2.12
.2

Form of Voting Agreement, dated as of February 7, 2006, by
    and among Borland Software Corporation and the other parties
    signatory thereto

8-K

2/8/2006

2.23
.1

Restated Certificate of Incorporation of Borland Software
    Corporation

10-Q

8/9/2005

3.13
.2

Amended and Restated Bylaws of Borland Software Corporation

10-Q

8/9/2005

3.24
.1

Stockholder Rights Agreement, dated as of October 26, 2001,
    between Borland Software Corporation and Mellon Investor
    Services, L.L.C.

8-A

10/31/2001

14
.2

Specimen Stock Certificate of Borland Software Corporation

10-Q

5/13/2002

4.14
.3

Indenture by and between the Company and U.S. Bank National
    Association, as trustee, dated February 6, 2007

8-K

2/08/2007

4.14
.4

Global Note representing the Companys
    2.75% Convertible Senior Note due 2012

8-K

2/08/2007

4.2 52




---



##### Table of Contents



Exhibit



Incorporated by Reference

FiledNumber

Description of Exhibit

Form

Date

Number

Herewith4
.5

Registration Rights Agreement by and between the Company and
    J.P. Morgan Securities Inc., dated February 6, 2007

8-K

2/08/2007

4.310
.1

Form of Indemnity Agreement.+

S-8

9/26/199010
.2

2005 Incentive Compensation Plan for Executive Officers.+

10-K

3/25/2005

10.210
.3

2006 Incentive Compensation Plan for Executive Officers.+

8-K

3/20/2006

10.8610
.4

1985 Stock Option Plan.+

10-K

3/28/2003

10.410
.5

Non-Employee Directors Stock Option Plan.+

8-K

12/27/199110
.6

1992 Stock Option Plan.+

S-8

7/4/199210
.7

1993 Stock Option Plan.+

S-8

3/11/199310
.8

1997 Stock Option Plan.+

S-8

12/19/1997

4.410
.9

Amendment to the 1997 Stock Option Plan.+

S-8

9/1/2000

4.910
.10

Second Amendment to the 1997 Stock Option Plan.+

S-8

6/1/2001

4.610
.11

1997 Employee Stock Purchase Plan.+

S-8

12/19/1997

4.510
.12

1998 Nonstatutory Stock Option Plan.+

10-K

3/28/2003

10.1210
.13

1999 Employee Stock Purchase Plan.+

10-Q

8/9/2005

10.1210
.14

Borland Software Corporation Dale Fuller Individual Stock Option
    Plan.+

10-K

4/4/2000

10.1810
.15

2002 Stock Incentive Plan.+

8-K

5/16/2005

99.210
.16

Form of Notice of Grant under the Discretionary Option Grant
    Program of the 2002 Stock Incentive Plan.+

10-Q

11/9/2004

10.7310
.17

Form of Stock Option Agreement under the Discretionary Option
    Grant Program of the 2002 Stock Incentive Plan.+

10-Q

11/9/2004

10.7410
.18

Form of Stock Issuance Agreement under the 2002 Stock Incentive
    Plan.+

10-K

3/25/2005

10.1710
.19

Form of Option Agreement under the Automatic Option Grant
    Program of the 2002 Stock Incentive Plan.+

10-K

3/25/2005

10.1810
.20

Form of Addendum to Stock Option Agreement under the 2002 Stock
    Incentive Plan (Twelve Months Acceleration).+

10-K

3/25/2005

10.1910
.21

Form of Addendum to Stock Option Agreement under the 2002 Stock
    Incentive Plan (50% Acceleration).+

10-K

3/25/2005

10.2010
.22

Form of Addendum to Stock Option Agreement under the 2002 Stock
    Incentive Plan (100% Acceleration).+

10-K

3/25/2005

10.2110
.23

Form of Stock Issuance Agreement under the Stock Issuance
    Program of the 2002 Stock Incentive Plan.+

10-Q

11/8/2005

10.7410
.24

Form of Acceleration Addendum to Stock Issuance Agreement under
    the Stock Issuance Program of the 2002 Stock Incentive Plan.+

10-Q

11/8/2005

10.7510
.25

Form of Stock Option Agreement under the Discretionary Option
    grant program of the 2002 Stock Incentive Plan, as amended on
    October 27, 2005.+

10-Q

11/8/2005

10.7610
.26

Form of Acceleration Addendum to Stock Option Agreement under
    the Discretionary grant program of the 2002 Stock Incentive
    Plan.+

10-Q

11/8/2005

10.7710
.27

Borland Software Corporation 2003 Supplemental Stock Option
    Plan.+

8-K

3/20/2006

10.8710
.28

Segue Software Inc. Special Termination and Vesting Plan.+

8-K

7/6/2006

10.8910
.29

Starbase Corporation 2001 Stock Plan.+

S-8

1/24/2003

99.1 53




---



##### Table of Contents



Exhibit



Incorporated by Reference

FiledNumber

Description of Exhibit

Form

Date

Number

Herewith10
.30

Starbase Corporation 1996 Stock Option Plan.+

S-8

1/24/2003

99.210
.31

Starbase Corporation NSO Stock Option Program.+

S-8

1/24/2003

99.310
.32

TogetherSoft Corporation 2000 Stock Plan.+

S-8

1/24/2003

99.610
.33

TogetherSoft Corporation 2001 Officer Stock Plan.+

S-8

1/24/2003

99.710
.34

TogetherSoft Corporation 2001
    Non-U.S.
    Plan.+

S-8

1/24/2003

99.810
.35

TogetherSoft Corporation 2001 California Plan.+

S-8

1/24/2003

99.910
.36

Employment Agreement between Dale L. Fuller and Borland Software
    Corporation dated as of January 1, 2001.+

10-K

3/29/2001

10.2010
.37

Amendment to Employment Agreement between Borland Software
    Corporation and Dale L. Fuller, dated July 1, 2003.+

10-Q

11/14/2003

10.310
.38

Employment Agreement between Borland Software Corporation and
    Kenneth R. Hahn dated as of August 7, 2002.+

10-Q

11/14/2002

99.310
.39

Amendment to Employment Agreement between Borland Software
    Corporation and Kenneth R. Hahn dated as of October 22,
    2002.+

10-Q

11/14/2002

99.410
.40

Amendment to the Employment Agreement between Borland Software
    Corporation and Kenneth R. Hahn, dated as of June 7, 2004.+

10-Q

8/9/2004

10.7210
.41

Addendum to Stock Option Agreement between Borland Software
    Corporation and Kenneth R. Hahn dated as of November 3,
    2004.+

10-K

3/25/2005

10.3910
.42

Amendment to Employment Agreement between Borland Software
    Corporation and Kenneth R. Hahn dated as of May 12, 2005.+

8-K

5/16/2005

99.310
.43

Employment Agreement between Borland Software Corporation and
    Timothy J. Stevens, dated September 17, 2003.+

10-Q

11/14/2003

10.510
.44

Amendment to Employment Agreement between Borland Software
    Corporation and Timothy J. Stevens, dated March 4, 2004.+

10-K

3/15/2004

10.3410
.45

Addendum to Stock Option Agreement between Borland Software
    Corporation and Timothy J. Stevens dated as of November 3,
    2004.+

10-K

3/25/2005

10.4410
.46

Separation and Mutual Release Agreement between the Company and
    Timothy J. Stevens dated June 16, 2006.+

8-K

6/19/2006

10.110
.47

Employment Agreement between Borland Software Corporation and
    Matthew Thompson, dated October 1, 2003.+

10-Q

11/14/2003

10.610
.48

Separation Agreement and Full and Final Release of Claims
    between the Company and Matthew Thompson, dated January 5,
    2007.+

8-K

1/08/2007

10.10010
.49

Employment Agreement between the Company and Tod Nielsen, dated
    November 1, 2005.+

8-K

11/8/2005

10.7310
.50

Form of Addendum to Employment Offer Letters for Severance
    Benefits for Named Executive Officers.+

10-Q

11/8/2005

10.7810
.51

2003 Stock Option Agreement for Tod Nielsen under the 2003
    Supplemental Stock Option Plan.+

10-K

5/02/2006

10.5210
.52

Addendum to Stock Option Agreement for Tod Nielsen.+

10-K

5/02/2006

10.5310
.53

Stock Issuance Agreement for Tod Nielsen.+

10-K

5/02/2006

10.5410
.54

Addendum to Stock Issuance Agreement for Tod Nielsen.+

10-K

5/02/2006

10.55 54




---



##### Table of Contents



Exhibit



Incorporated by Reference

FiledNumber

Description of Exhibit

Form

Date

Number

Herewith10
.55

Amendment to Employment Agreement between the Company and Tod
    Nielsen effective as of November 1, 2005.+

8-K/A

11/23/2005

10.7910
.56

Employment Offer Letter between the Company and Peter Morowski,
    dated June 3, 2006.+

8-K

8/21/2006

10.9310
.57

Addendum to Employment Offer Letter for Severance Benefits
    between the Company and Peter Morowski, dated June 3, 2006.+

8-K

8/21/2006

10.9410
.58

Employment Offer Letter between the Company and Greg Wrenn,
    dated September 7, 2006.+

8-K

10/19/2006

10.9610
.59

Addendum to Employment Offer Letter for Severance Benefits
    between the Company and Greg Wrenn, dated September 7,
    2006.+

8-K

10/19/2006

10.9710
.60

Employment Agreement between the Company and Michael Sullivan,
    dated July 5, 2006.+

8-K

7/6/2006

10.8810
.61

Separation Agreement and Full and Final Release of Claims
    between the Company and Michael Sullivan, dated
    September 18, 2006.+

8-K

9/22/2006

10.9510
.62

Employment Offer Letter between the Company and Erik Prusch,
    dated October 2, 2006.+

8-K

11/14/2006

10.9810
.63

Addendum to Employment Offer Letter for Severance Benefits
    between the Company and Erik Prusch, dated October 2, 2006.+

8-K

11/14/2006

10.9910
.64

Employment Offer Letter between the Company and David Packer,
    dated January 4, 2007.+

8-K

1/08/2007

10.10110
.65

Addendum to Employment Offer Letter for Severance Benefits
    between the Company and David Packer.+

8-K

1/08/2007

10.10210
.66

Summary of Board Compensation.+

8-K

1/17/2007

10.10310
.67

Lease Agreement by and between Borland Software Corporation and
    ScanlanKemperBard Companies dated as of February 17, 2000.

10-K

3/29/2001

10.4410
.68

First Amendment to Lease Agreement by and between Borland
    Software Corporation and Enterprise Way Associates, LLC as dated
    as of September 30, 2000.

10-K

3/29/2001

10.4510
.69

Second Amendment to Lease Agreement by and between Borland
    Software Corporation and Enterprise Way Associates, LLC as dated
    as of June 1, 2001.

10-K

3/28/2003

10.5410
.70

Third Amendment to Lease Agreement by and between Borland
    Software Corporation and Enterprise Way Associates, LLC as dated
    as of November 1, 2001.

10-K

3/28/2003

10.5510
.71

Office Lease and amendment between Starwood O.C.
    Portfolio I, L.L.C., and Starbase Corporation.

10-K

3/28/2003

10.5710
.72

Lease and amendment between Davis Sandler Three LLC and
    TogetherSoft Corporation.

10-K

3/28/2003

10.5810
.73

Agreement of Purchase and Sale dated May 30, 2006 between
    Borland Software Corporation and Fowler Property Acquisitions,
    LLC.

8-K

6/5/2006

10.110
.74

First Amendment to Agreement of Purchase and Sale dated
    May 30, 2006 between Borland Software Corporation and
    Fowler Property Acquisitions, LLC, dated June 30, 2006.

8-K

7/7/2006

10.91 55




---



##### Table of Contents



Exhibit



Incorporated by Reference

FiledNumber

Description of Exhibit

Form

Date

Number

Herewith10
.82

Amendment to Stock Option Agreement between Borland Software
    Corporation and Dale L. Fuller, dated February 2, 2005.+

10-Q

5/10/2005

10.7210
.83

Visual Studio Partner Master Agreement between Microsoft
    Corporation and Borland Software Corporation, dated
    August 11, 2006.

10-K

3/15/2007

10.9721
.1

Subsidiaries of Borland Software Corporation.







X23
.1

Consent of PricewaterhouseCoopers LLP, Independent Registered
    Public Accounting Firm.







X31
.1

Certification of Tod Nielsen, Chief Executive Officer of Borland
    Software Corporation, pursuant to
    Rule 13a-14(a).







X31
.2

Certification of Erik Prusch, Chief Financial Officer of Borland
    Software Corporation, pursuant to
    Rule 13a-14(a).







X32
.1

Certification of Tod Nielsen, Chief Executive Officer of Borland
    Software Corporation, pursuant to
    Rule 13a-14(b)
    and 18 U.S.C. Section 1350.++







X32
.2

Certification of Erik Prusch, Chief Financial Officer of Borland
    Software Corporation, pursuant to
    Rule 13a-14(b)
    and 18 U.S.C. Section 1350.++







X     +
    
    Management contract or compensatory plan or arrangement.++
    
    The certifications attached as Exhibit 32.1 and
    Exhibit 32.2 that accompany this Annual Report on
    Form 10-K,
    are not deemed filed with the Securities and Exchange Commission
    and are not to be incorporated by reference into any filing of
    Borland Software Corporation under the Securities Act of 1933 or
    the Securities Exchange Act of 1934 whether made before or after
    the date of this
    Form 10-K,
    irrespective of any general incorporation language contained in
    such filing.  Suite A-300,
 56




---



##### Table of Contents



SIGNATURES  Form 10-K
  Borland Software
    Corporation
  By:
    /s/  ERIK
    E. PRUSCH   Senior Vice President and Chief Financial Officer
 (principal financial and accounting officer)
  Form 10-K,
    /s/  John
    F. OlsenJohn
    F. Olsen

Chairman of the Board/s/  Tod
    NielsenTod
    Nielsen

President, Chief Executive Officer and Director
    (principal executive officer)/s/  Erik
    E. PruschErik
    E. Prusch

Senior Vice President and Chief Financial Officer
    (principal financial and accounting officer)/s/  Charles
    F. KaneCharles
    F. Kane

Director/s/  Bryan
    LeBlancBryan
    LeBlanc

Director/s/  T.
    Michael NevensT.
    Michael Nevens

Director/s/  William
    K. HooperWilliam
    K. Hooper

Director/s/  Robert
    TarkoffRobert
    Tarkoff

Director  57




---



##### Table of Contents



INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
  PageReport of Independent Registered Public
    Accounting Firm

F-2Consolidated Balance Sheets as of
    December 31, 2007 and 2006

F-3Consolidated Statements of Operations for the
    years ended December 31, 2007, 2006 and 2005

F-4Consolidated Statements of Comprehensive Income
    (Loss) for the years ended December 31, 2007, 2006 and
    2005

F-5Consolidated Statements of Stockholders
    Equity for the years ended December 31, 2007, 2006 and
    2005

F-6Statements Consolidated of Cash Flows for the
    years ended December 31, 2007, 2006 and 2005

F-7Notes to Consolidated Financial Statements

F-8  F-1




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM    Internal Control  Integrated Framework
            F-2




---



##### Table of Contents



BORLAND
    SOFTWARE CORPORATION
 CONSOLIDATED
    BALANCE SHEETS  December 31,


December 31,2007


2006(In thousands, except par value and share amounts)ASSETSCurrent assets:Cash and cash equivalents

$
90,805


$
55,317Short-term investments


68,061



Accounts receivable, net of allowances of $6,096 and $5,413,
    respectively


54,640



62,154Prepaid expenses


9,207



13,341Other current assets


5,106



1,329Total current assets


227,819



132,141Property and equipment, net


9,996



11,176Goodwill


226,688



253,356Intangible assets, net


31,658



40,521Long-term investments


37,970



Other non-current assets


9,886



6,705Total assets

$
544,017


$
443,899LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
7,622


$
15,591Accrued expenses


31,605



36,438Short-term restructuring


9,867



9,582Income taxes payable


2,315



14,925Deferred revenue


51,390



58,930Other current liabilities


7,575



7,264Total current liabilities


110,374



142,730Convertible senior notes


200,000



Long-term restructuring


5,823



6,231Long-term deferred revenue


1,774



1,610Other long-term liabilities


23,976



7,848Total liabilities


341,947



158,419Commitments and ContingenciesStockholders equity:Preferred stock; $.01 par value; 1,000,000 shares
    authorized; 0 shares issued and outstanding






Common stock; $.01 par value; 200,000,000 shares
    authorized; 72,975,972 and 78,704,764 shares issued,
    respectively


730



787Additional paid-in capital


666,910



659,932Accumulated deficit


(335,478
)


(273,892
)Cumulative other comprehensive income


10,317



9,121342,479



395,948Less common stock in treasury at cost, 21,158,980 and
    15,275,899 shares, respectively


(140,409
)


(110,468
)Total stockholders equity


202,070



285,480Total liabilities and stockholders equity

$
544,017


$
443,899    F-3




---



##### Table of Contents



BORLAND
    SOFTWARE CORPORATION
 CONSOLIDATED
    STATEMENTS OF OPERATIONS  Year Ended December 31,2007


2006


2005(In thousands, except per share data)License and other revenues

$
137,358


$
165,886


$
163,182Service revenues


131,423



138,774



113,561Total revenues


268,781



304,660



276,743Cost of license and other revenues


6,014



7,439



8,884Cost of service revenues


40,918



55,381



40,491Amortization of acquired intangibles and other charges


8,445



6,972



10,043Cost of revenues


55,377



69,792



59,418Gross profit


213,404



234,868



217,325Selling, general and administrative


176,206



195,710



174,002Research and development


57,795



70,178



57,687Restructuring, amortization of other intangibles,
    acquisition-related expenses and other charges


13,934



22,073



20,611Impairment of goodwill


26,509







Total operating expenses


274,444



287,961



252,300Operating loss


(61,040
)


(53,093
)


(34,975
)Gain on sale of investment, net










4,372Gain on sale of fixed assets






1,658



Interest income


8,742



3,168



5,509Interest expense


(5,449
)


(374
)


(302
)Other expense


(790
)


(790
)


(52
)Loss before income taxes


(58,537
)


(49,431
)


(25,448
)Income tax provision


3,136



2,522



4,384Net loss

$
(61,673
)

$
(51,953
)

$
(29,832
)Net loss per share:Net loss per share  basic and diluted

$
(0.85
)

$
(0.67
)

$
(0.38
)Shares used in computing basic and diluted net loss per share


72,875



77,096



77,557    F-4




---



##### Table of Contents



BORLAND
    SOFTWARE CORPORATION
 CONSOLIDATED
    STATEMENTS OF COMPREHENSIVE INCOME (LOSS)  Year Ended December 31,2007


2006


2005(In thousands)Net loss

$
(61,673
)

$
(51,953
)

$
(29,832
)Other comprehensive income (loss):Foreign currency translation adjustments


1,182



2,517



(6,067
)Fair market value adjustment for
    available-for-sale
    securities, net of tax


14



72



(72
)Comprehensive loss

$
(60,477
)

$
(49,364
)

$
(35,971
)  F-5




---



##### Table of Contents



BORLAND
    SOFTWARE CORPORATION
 CONSOLIDATED
    STATEMENTS OF STOCKHOLDERS EQUITY


CumulativeCommon Stock


Additional





Treasury Stock


OtherNumber of





Paid in


Accumulated


Number of





Comprehensive


DeferredShares


Amount


Capital


(Deficit)


Shares


Amount


Income


Compensation


TotalBalance at December 31, 2004


80,937


$
809


$
638,077


$
(198,826
)


9,999


$
(75,349
)

$
12,671


$
(1,002
)

$
376,380Employee stock option, employee stock purchase plan and other,
    net


1,013



10



5,726























5,736Issuance of restricted stock in connection with TeraQuest
    acquisition


87



1



849



















(850
)


Issuance of restricted stock, net


1,041



11



6,295







34











(6,385
)


(79
)Repurchase of Common Stock


(5,270
)


(53
)










5,276



(35,119
)










(35,172
)Amortization of TogetherSoft option value






























41



41Release of TogetherSoft escrow shares


(1
)














1















Amortization of TeraQuest deferred compensation






























212



212Amortization of deferred compensation






























793



793Fair market value adjustment
    available-for-sale
    securities


























(72
)






(72
)Foreign currency translation adjustments


























(6,067
)






(6,067
)Net Loss














(29,832
)


















(29,832
)Balance at December 31, 2005


77,807



778



650,947



(228,658
)


15,310



(110,468
)


6,532



(7,191
)


311,940Cumulative effect of adjustments from the adoption of
    SAB No. 108, net of taxes










1,460



6,719



















8,179Adjusted balances as of December 31, 2005


77,807



778



652,407



(221,939
)


15,310



(110,468
)


6,532



(7,191
)


320,119Employee stock option, employee stock purchase plan and other,
    net


1,076



11



4,863























4,874Issuance of restricted stock


363































Repurchase of Common Stock


















(34
)














Cancellation of restricted stock


(390
)






























Repurchases and retirements of restricted stock


(151
)


(2
)


(835
)






















(837
)Amortization of restricted stock










3,515























3,515Stock-based compensation










7,173























7,173Reclassification of unearned stock-based compensation upon
    adoption of SFAS 123R










(7,191
)


















7,191



Fair market value adjustment
    available-for-sale
    securities


























72







72Foreign currency translation adjustments


























2,517







2,517Net Loss














(51,953
)


















(51,953
)Balance at December 31, 2006


78,705



787



659,932



(273,892
)


15,276



(110,468
)


9,121







285,480Employee stock option, employee stock purchase plan and other,
    net


453



4



1,805























1,809Issuance of restricted stock


































Repurchase of Common Stock


(5,883
)


(60
)










5,883



(29,941
)










(30,001
)Cancellation of restricted stock


(129
)






























Repurchases and retirements of restricted stock


(170
)


(1
)


(820
)






















(821
)Amortization of restricted stock


































Stock-based compensation










4,405























4,405Amortization of TeraQuest deferred compensation










66























66Amortization of deferred compensation










1,563























1,563Fair market value adjustment
    available-for-sale
    securities


























14







14Foreign currency translation adjustments










(41
)














1,182







1,141Net Loss














(61,673
)


















(61,673
)Balance at December 31, 2007


72,976



730



666,910



(335,565
)


21,159



(140,409
)


10,317







201,983Cumulative effect of adjustments from the adoption of FIN 48














87



















87Adjusted balances as of December 31, 2007


72,976


$
730


$
666,910


$
(335,478
)


21,159


$
(140,409
)

$
10,317






$
202,070    F-6




---



##### Table of Contents





BORLAND
    SOFTWARE CORPORATION
 CONSOLIDATED
    STATEMENTS OF CASH FLOWS  Year Ended December 31,2007


2006


2005(In thousands)CASH FLOWS FROM OPERATING ACTIVITIES:Net loss

$
(61,673
)

$
(51,953
)

$
(29,832
)Adjustments to reconcile net loss to net cash provided by (used
    in) operating activities:Depreciation and amortization


14,709



12,773



18,403Stock-based compensation


6,033



10,688



1,046Provision for accounts receivable allowances


1,570



(2,952
)


3,005Acquired in-process research & development charge






4,800



300Developed technology impairment charge






497



Impairment of goodwill


26,509







Gain on sale of investment










(4,680
)Loss (gain) on disposal of fixed assets


751



(1,658
)


30Loss on sale of subsidiary


226







Changes in assets and liabilities, net of acquisitions:Accounts receivable


7,497



960



4,435Prepaid expenses and other assets


(2,856
)


5,456



420Accounts payable and accrued expenses


(12,213
)


3,400



(1,509
)Income taxes payable


297



(1,747
)


363Short-term restructuring


192



2,513



2,041Deferred revenues


(7,853
)


(7,559
)


7,738Long-term restructuring


(408
)


(3,208
)


Other liabilities


8,914



(120
)


6,854Cash provided by (used in) operating activities


(18,305
)


(28,110
)


8,614CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of property and equipment


(5,495
)


(6,187
)


(7,190
)Proceeds from sale of fixed assets






11,015



Acquisition of Legadero, net of cash acquired










(12,744
)Acquisition of TeraQuest, net of cash acquired










(4,436
)Acquisition of Segue Software, net of cash acquired






(102,457
)


Acquisition of developed technology






(497
)


Proceeds from the sale of an investment










4,680Proceeds from the sale of subsidiary


178







Purchases of investments


(155,859
)






(328,000
)Sales and maturities of investments


49,878



125,944



346,706Cash provided by (used in) investing activities


(111,298
)


27,818



(984
)CASH FLOWS FROM FINANCING ACTIVITIES:Issuance of convertible senior notes


194,230







Proceeds from issuance of stock options, employee stock purchase
    plan and other, net


1,612



4,863



5,657Repurchase of common stock


(29,941
)






(35,172
)Cash provided by (used in) financing activities


165,901



4,863



(29,515
)Effect of exchange rate changes on cash


(810
)


1,671



(5,472
)Net increase (decrease) in cash and cash equivalents


35,488



6,242



(27,357
)Beginning cash and cash equivalents


55,317



49,075



76,432Ending cash and cash equivalents

$
90,805


$
55,317


$
49,075Cash paid during the year for:Interest

$
3,291


$
300


$
302Income taxes, net of refunds

$
2,209


$
3,715


$
752Supplemental disclosure of non-cash transactions:Assets acquired under capital lease

$



$



$
Deferred tax asset effect of acquired tax attributes, net of
    valuation allowance

$
12,470


$
17,835


$
1,977    F-7




---



##### Table of Contents



BORLAND
    SOFTWARE CORPORATION
 NOTES TO
    THE CONSOLIDATED FINANCIAL STATEMENTS
    December 31, 2007  NOTE 1.
    THE
    COMPANY  Suite A-300, (512) 340-2200. http://www.borland.com.
              NOTE 2.
    SUMMARY
    OF SIGNIFICANT ACCOUNTING POLICIES  Principles
    of Consolidation
    Management
    Estimates and Assumptions
  percentage-of-completion
 F-8




---



##### Table of Contents



BORLAND
    SOFTWARE CORPORATION
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Basis
    of Presentation
    Revenue
    Recognition
    Software Revenue
    Recognition, SOP 97-2, SOP No. 98-9 ,
    Modification of
    SOP No. 97-2
    with Respect to Certain Transactions.
  percentage-of-completion Percentage-of-completion and/or SOP No. 81-1, Accounting for Performance of Construction-Type and
    Certain Production-Type Contracts
       F-9




---



##### Table of Contents



BORLAND
    SOFTWARE CORPORATION
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Basic
    and Diluted Net Income (Loss) per Share
      Year Ended December 31,2007


2006


2005Numerator:Net loss

$
(61,673
)

$
(51,953
)

$
(29,832
)Denominator:Denominator for basic net loss per share  weighted
    average shares


72,875



77,096



77,557Effect of dilutive securities:Employee stock options










Restricted common shares










Denominator for diluted net loss per share 
    weighted-average shares and assumed conversions


72,875



77,096



77,557Net loss per share attributable to common stockholders:Net loss per share  basic and diluted

$
(0.85
)

$
(0.67
)

$
(0.38
)     Cash,
    Cash Equivalents and Short-Term and Long-Term
    Investments
  available-for-sale.
 F-10




---



##### Table of Contents



BORLAND
    SOFTWARE CORPORATION
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Foreign
    Currency and Forward Contracts
        Financial
    Instruments
    Concentration
    of Credit Risk
  available-for-sale
   F-11




---



##### Table of Contents



BORLAND
    SOFTWARE CORPORATION
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Valuation
    of Long-Lived Assets
  Accounting
    for the Impairment or Disposal of Long-Lived Assets,
  Property
    and Equipment
    Buildings

31.5 yearsComputer equipment

3 to 5 yearsFurniture, fixtures and equipment

5 yearsLeasehold improvements

Shorter of lease term or useful life     SOP No. 98-1, Accounting for the Costs of Computer Software Developed
    or Obtained for Internal Use. and/or
  Accounting for Asset
    Retirement Obligations
 F-12




---



##### Table of Contents



BORLAND
    SOFTWARE CORPORATION
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Stock-Based
    Compensation Plans
  Accounting for Stock
    Issued to Employees Statement of Cash Flows.
     F-13




---



##### Table of Contents



BORLAND
    SOFTWARE CORPORATION
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Prior
    Years Pro Forma Disclosure
    Year EndedDecember 31,2005Net loss:Net loss

$
(29,832
)Stock compensation adjustment  intrinsic value, net
    of tax


1,166Stock compensation expense, net of tax


(29,077
)Pro Forma

$
(57,743
)Net loss per share:As reported basic and diluted

$
(0.38
)Pro Forma basic and diluted

$
(0.74
)   Research
    and Development
  Accounting for the Costs of Computer Software to be
    Sold, Leased, or Otherwise Marketed.
  Goodwill
    and Acquired Intangibles
    Business
    Combinations, Goodwill and Other Intangible
    Asset.,
 F-14




---



##### Table of Contents



BORLAND
    SOFTWARE CORPORATION
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Advertising
    Costs
  No. 01-09, Accounting for Consideration Given by a Vendor to a
    Customer or a Reseller of the Vendors Products EITF 01-09,
  Income
    Taxes
    Accounting for Income
    Taxes
   F-15




---



##### Table of Contents



BORLAND
    SOFTWARE CORPORATION
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Recent
    Accounting Pronouncements
          Stock-based compensation

$
(1,460
)Accrued expenses


7,595Deferred revenue


500Other


84Decrease in accumulated deficit

$
6,719  F-16




---



##### Table of Contents



BORLAND
    SOFTWARE CORPORATION
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2000 andPrior Years


2001


2002


2003


2004


2005


TotalStock-based compensation

$
(317
)

$
(220
)

$
(140
)

$
(39
)

$
(662
)

$
(82
)

$
(1,460
)Accrued expenses


7,410



447



(198
)


(146
)


62



20



7,595Deferred revenue














500











500Other


















(67
)


151



84Total

$
7,093



227



(338
)


315



(667
)


89


$
6,719Tax effect






















Total, net of tax






227



(338
)


315



(667
)


89Income (loss) before tax





$
28,951


$
23,084


$
(36,573
)

$
20,408


$
(25,448
)Percent of income before taxes






1
%


(1
)%


(1
)%


(3
)%


   No. 157-2
  Accounting
    for Uncertainty in Income Taxes, an interpretation of FASB
    Statement No. 109 (FIN 48), which became
    effective for the Company beginning in 2007.
  Accounting Changes and Error Corrections, Accounting Changes Reporting Accounting Changes in Interim
    Financial Statements  An Amendment of APB Opinion
    No. 28.
 F-17




---



##### Table of Contents



BORLAND
    SOFTWARE CORPORATION
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      NOTE 3.
    INVESTMENTS  available-for-sale available-for-sale
  December 31, 2007Gross Amortized


Gross Unrealized


Gross Unrealized


Estimated FairCosts


Gains


Loss


ValueCorporate debt securities

$
46,199


$
22


$
(212
)

$
46,009U.S. government debt securities


20,284



57



(3
)


20,338Asset-backed securities


35,534



152



(2
)


35,684Auction rate securities


4,000











4,000$
106,017


$
231


$
(217
)

$
106,031   available-for-sale
    December 31, 2007Gross Amortized


Estimated FairDue in

Costs


ValueLess than one year

$
63,906


$
64,0611 thru 5 years


38,111



37,970After 5 years


4,000



4,000Total

$
106,017


$
106,031  F-18




---



##### Table of Contents



BORLAND
    SOFTWARE CORPORATION
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  available-for-sale
  December 31, 2007Less than twelve months


Greater than twelve months


TotalEstimated Fair


Gross Unrealized


Estimated Fair


Gross Unrealized


Estimated Fair


Gross UnrealizedValue


Losses


Value


Losses


Value


LossesCorporate debt securities

$
16,180


$
(8
)

$
29,829


$
(204
)

$
46,009


$
(212
)U.S. government debt securities


19,041



(3
)


1,297







20,338



(3
)Asset-backed securities


28,841



(2
)


6,843







35,684



(2
)Auction rate securities


4,000















4,000



$
68,062


$
(13
)

$
37,969


$
(204
)

$
106,031


$
(217
)   NOTE 4.
    GOODWILL
    AND INTANGIBLE ASSETS    GoodwillEnterprise


CodeGear


ConsolidatedBalance as of January 1, 2007

$
186,016



67,340


$
253,356Impairment of goodwill






(26,509
)


(26,509
)Purchase accounting adjustments  Segue


(539
)






(539
)Effect of exchange rates


380







380Balance as of December 31, 2007

$
185,857


$
40,831


$
226,688   Business
    Combinations, Goodwill and Other Intangible
    Asset.,
   F-19




---



##### Table of Contents



BORLAND
    SOFTWARE CORPORATION
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      December 31, 2007Gross Carrying


Accumulated


Net CarryingAmount


Amortization


AmountAcquired technology

$
46,330


$
(30,187
)

$
16,143Maintenance agreements


11,300



(2,735
)


8,565Trade names and trademarks


1,100



(499
)


601Customer relationship


9,075



(2,726
)


6,349Other


400



(400
)


$
68,205


$
(36,547
)

$
31,658   December 31, 2006Gross Carrying


Accumulated


Net CarryingAmount


Amortization


AmountAcquired technology

$
46,330


$
(24,701
)

$
21,629Maintenance agreements


11,300



(1,121
)


10,179Trade names and trademarks


1,100



(215
)


885Customer relationship


9,075



(1,376
)


7,699Other


400



(271
)


129$
68,205


$
(27,684
)

$
40,521     FutureAmortization2008

$
8,4682009


7,3152010


6,4652011


5,2722012


3,317Thereafter


821Total

$
31,658  F-20




---



##### Table of Contents



BORLAND
    SOFTWARE CORPORATION
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE 5.
    CONSOLIDATED
    BALANCE SHEETS AND STATEMENTS OF OPERATIONS COMPONENTS    December 31,


December 31,2007


2006Accounts receivable, net:Gross accounts receivable

$
60,736


$
67,567Allowance for rebates and returns


(1,778
)


(2,199
)Allowance for doubtful accounts


(4,318
)


(3,214
)Total

$
54,640


$
62,154Property and equipment, net:Computer equipment

$
27,372


$
34,067Furniture, fixtures and equipment


8,014



7,137Other


9,089



12,57344,475



53,777Less accumulated depreciation and amortization


(34,479
)


(42,601
)Total

$
9,996


$
11,176Accrued expenses:Accrued payroll and incentives

$
18,494


$
24,461Professional service fees and settlement costs


3,883



2,440Other


9,228



9,537Total

$
31,605


$
36,438     Year Ended December 31,2007


2006


2005Restructuring

$
11,254


$
12,880


$
16,110Amortization of other intangibles


413



557



2,850Acquisition-related expenses


2,267



3,836



1,642Other charges:In-process research and development






4,800



300Other charges:










(291
)$
13,934


$
22,073


$
20,611   Restructuring:
  FY
    2007 4th Quarter
   F-21




---



##### Table of Contents



BORLAND
    SOFTWARE CORPORATION
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Amortization of other intangibles and Acquisition-related
    expenses:
  FY
    2007 2nd Quarter
    FY
    2006
    FY
    2005
    NOTE 6.
    ACQUISITIONS  Segue
    Software, Inc.
   F-22




---



##### Table of Contents



BORLAND
    SOFTWARE CORPORATION
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Cash paid for outstanding common shares

$
105,358Cash paid for outstanding vested common stock options


8,130Direct transaction costs


2,451Total purchase price

$
115,939     Current assets and other tangible assets:Cash

$
13,482Accounts receivable


4,199Other current assets


1,210Property and equipment


902Deferred tax assets, net of valuation allowance


17,835Goodwill


65,528Amortizable intangible assets:Developed technology


23,400In-process research and development


4,800Customer relationships


7,500Trademarks


1,000Non-compete agreements


300Maintenance agreements


11,300Total assets acquired


151,456Liabilities assumed:Deferred revenues


(9,042
)Current liabilities


(7,276
)Deferred tax liabilities


(17,835
)Other long-term liabilities


(1,364
)Net assets acquired

$
115,939  F-23




---



##### Table of Contents



BORLAND
    SOFTWARE CORPORATION
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Accounting for Income
    Taxes
    Legadero
    Cash tendered

$
7,509Direct transaction costs


131Total purchase price

$
7,640  F-24




---



##### Table of Contents



BORLAND
    SOFTWARE CORPORATION
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Current assets and other tangible assets:Cash

$
287Current assets


31Deferred tax assets, net of valuation allowance


1,107Goodwill


4,425Amortizable intangible assets:Developed technology


2,400Customer list


100Trademarks, trade names and service marks


100Non-compete covenants


100In-process research and development


300Total assets acquired


8,850Liabilities assumed:Current liabilities


(103
)Deferred tax liabilities


(1,107
)Net assets acquired

$
7,640     Accounting for Income
    Taxes
   F-25




---



##### Table of Contents



BORLAND
    SOFTWARE CORPORATION
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE 7.
    RESTRUCTURING
    AND MERGER-RELATED CHARGES  Accounting for Costs Associated
    with Exit or Disposal Activities Employers Accounting for
    Postemployment Benefits  an amendment of FASB
    Statement No. 5 and 43, Restructuring and
    Impairment Charges,
  Severanceand Benefits


Facilities


Other


TotalAccrual at December 31, 2004

$
98


$
3,127


$
308


$
3,5332005 restructuring


3,976



13,121



38



17,135Cash paid and write-offs during 2005


(3,802
)


(2,680
)


(42
)


(6,524
)Reversal of previous restructuring


(80
)


(884
)






(964
)Accrual at December 31, 2005


192



12,684



304



13,180Acquired from Segue


3,507



542







4,0492006 restructuring


9,577



3,177



446



13,200Cash paid and write-offs during 2006


(8,904
)


(4,800
)


(592
)


(14,296
)Reversal of previous restructuring


(194
)


(52
)


(74
)


(320
)Accrual at December 31, 2006


4,178



11,551



84



15,8132007 restructuring


6,434



5,152



321



11,907Cash paid and write-offs during 2007


(5,776
)


(5,119
)


(482
)


(11,377
)Reclassification of previous restructuring


(98
)






98



Reversal of previous restructuring


(515
)


(138
)






(653
)Accrual at December 31, 2007

$
4,223


$
11,446


$
21


$
15,690       FY
    2007 4th Quarter
     F-26




---



##### Table of Contents



BORLAND
    SOFTWARE CORPORATION
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  FY
    2007 2nd Quarter
    FY
    2006
    FY
    2005
      NOTE 8.
    INCOME
    TAXES    Year Ended December 31,2007


2006


2005U.S.

$
(82,596
)

$
(52,033
)

$
(33,783
)Non-U.S.


24,059



2,602



8,335$
(58,537
)

$
(49,431
)

$
(25,448
)  F-27




---



##### Table of Contents



BORLAND
    SOFTWARE CORPORATION
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended December 31,2007


2006


2005Current:Federal

$
70


$
(70
)

$
(62
)State


8



118



19Non-U.S.


2,868



930



4,450$
2,946


$
978


$
4,407Deferred:Federal

$
190


$



$
State










Non-U.S.






1,544



(23
)190



1,544



(23
)$
3,136


$
2,522


$
4,384     Year Ended December 31,2007


2006


2005Tax provision computed at U.S. statutory rate

$
(20,488
)

$
(17,301
)

$
(8,907
)State taxes


(2,571
)


(2,966
)


(1,527
)Limitation or (benefit) on utilization of U.S. losses, credits
    and future deductions


25,673



13,350



4,329Non-U.S.
    withholding taxes


78



1,139



1,271Tax effect of acquisition-related non-deductible goodwill and
    intangibles


4,063



4,821



5,384Tax effect of foreign income inclusions


2,991



3,209



4,285Subsidiaries results subject to tax at rates other than
    U.S. statutory rates


(4,792
)


(1,569
)


(237
)Limitation or (benefit) on utilization of
    non-U.S.
    losses, credits and future deductions


(2,434
)


972



537Change in valuation allowance


616



867



(751
)Income tax provision

$
3,136


$
2,522


$
4,384  F-28




---



##### Table of Contents



BORLAND
    SOFTWARE CORPORATION
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended December 31,2007


2006Accrued expenses

$
9,709


$
12,917Accounts receivables reserves


1,271



1,312Deprecation, amortization and other


4,710



5,473U.S. federal and state loss and credit carryforwards


97,308



112,931Non-U.S.
    loss carryforwards


2,195



3,359Gross deferred tax assets


115,193



135,992Deferred tax assets valuation allowance


(90,519
)


(110,446
)Deferred tax assets, net of valuation allowance

$
24,674


$
25,546Deferred tax liability

$
(11,582
)

$
(9,618
)Acquired intangibles

$
(12,470
)

$
(16,533
)Deferred tax liability, net

$
(24,052
)

$
(26,151
)Total deferred tax assets (liabilities), net

$
622


$
(605
)       Share-Based Payments Accounting for
    Stock Issued to Employees.
 F-29




---



##### Table of Contents



BORLAND
    SOFTWARE CORPORATION
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Beginning balance at January 1, 2007 (in millions)

$
58.3Increases (decreases) of UTBs taken in prior years

$
(9.1
)Increases (decreases) of UTBs taken in current year

$
1.4Increases (decreases) of UTBs related to settlements

$
0.0Increases (decreases) of UTBs related to lapsing of statute of

$
(1.1
)limitations Ending balance at December 31, 2007

$
49.5         2001-2007 2002-2005.
 F-30




---



##### Table of Contents



BORLAND
    SOFTWARE CORPORATION
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE 9.
    SENIOR
    NOTES OFFERING  General
    Conversion
    Process and Other Terms of the Convertible Senior
    Notes
      Accounting for Derivative
    Instruments and Hedging Activities No. 98-5, Accounting for Convertible Securities with Beneficial
    Conversion Features or Contingently Adjustable Conversion
    Ratios No. 00-27, Application of Issue
    98-5 to
    Certain Convertible Instruments
   F-31




---



##### Table of Contents



BORLAND
    SOFTWARE CORPORATION
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Earnings per
    Share No. 04-08, Accounting Issues Related to Certain Features of
    Contingently Convertible Debt and the Effect on Diluted Earnings
    per Share No. 90-19, Accounting for Derivative Financial Instruments Indexed
    to, and Potentially Settled in, a Companys Own
    Stock
  Registration
    Rights
    NOTE 10.
    COMMON
    SHARES RESERVED FOR FUTURE ISSUANCE    Convertible Senior Notes


39,200,000Stock Option Plans


18,305,582Employee Stock Purchase Plan


2,573,582Total


60,079,164   NOTE 11.
    STOCK
    REPURCHASE PROGRAMS  Discretionary
    Repurchase Program
        10b5-1
    Repurchase Program
     F-32




---



##### Table of Contents



BORLAND
    SOFTWARE CORPORATION
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    NOTE 12.
    STOCK
    BENEFIT PLAN AND STOCK-BASED COMPENSATION  General
    Stock
    Incentive Plans
         F-33




---



##### Table of Contents



BORLAND
    SOFTWARE CORPORATION
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Stock
    Option Activities
    Weighted-Weighted-


AverageAverage


RemainingExercise


Contractual


AggregateShares


Price


Term


Intrinsic Value(Years)


(Thousands)Outstanding at December 31, 2006


14,840


$
8.04Granted


2,861


$
5.69Exercised


(217
)

$
5.35Forfeited/expired


(4,874
)

$
8.49Outstanding at December 31, 2007


12,610


$
7.38



6.46


$
Vested and expected to vest at December 31, 2007


10,589


$
7.70



6.01


$
Exercisable at December 31, 2007


7,231


$
8.64



4.67


$
   in-the-money
    Year Ended December 31,2007


2006


2005Shares


Price


Shares


Price


Shares


PriceOptions outstanding at beginning of period:


14,840


$
8.04



16,030


$
9.23



12,567


$
10.99Stock options:Granted


2,861


$
5.69



4,290


$
5.44



6,721


$
6.69Exercised


(217
)

$
5.35



(389
)

$
4.59



(367
)

$
5.85Canceled


(4,874
)

$
8.49



(5,091
)

$
9.87



(2,891
)

$
11.47Options outstanding at end of period:


12,610


$
7.38



14,840


$
8.04



16,030


$
9.23Exercisable


7,231


$
8.64



9,283


$
9.47



12,581


$
10.09    F-34




---



##### Table of Contents



BORLAND
    SOFTWARE CORPORATION
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Options Outstanding


Options ExercisableWeighted-Number


Average


Weighted-


Number


Weighted-Outstanding at


Remaining


Average


Exercisable at


AverageDecember 31,


Contractual


Exercise


December 31,


Exercise2007


Life


Price


2007


Price$3.05  $5.44


2,763



8.42


$
5.11



868


$
5.17$5.45  $5.84


2,600



4.61


$
5.60



2,000


$
5.62$5.85  $6.42


3,954



8.62


$
6.14



1,082


$
6.32$6.50  $13.17


2,608



3.91


$
9.26



2,596


$
9.27$13.30  $714.22


685



2.72


$
23.17



685


$
23.1712,610



6.46


$
7.38



7,231


$
8.64       Restricted
    Stock
  and/or
      WeightedUnvested


AverageRestricted


Grant DateStock


FairOutstanding


ValueBalance at December 31, 2006


850


$
5.95Granted





$
Vested


(465
)

$
5.91Forfeited


(130
)

$
5.73Balance at December 31, 2007


255


$
6.14  F-35




---



##### Table of Contents



BORLAND
    SOFTWARE CORPORATION
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Employee
    Stock Purchase Plan
              Stock-Based
    Compensation Expense
     F-36




---



##### Table of Contents



BORLAND
    SOFTWARE CORPORATION
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  true-up
  paid-in-capital
    true-up
  Assumptions
    for Estimating Fair Value of Stock Option Grants and Stock
    Purchases
      Year Ended December 31,2007


2006


2005Expected Life


4.90 years



5.01 years



4.0 yearsRisk-free interest rate


4.74
%


4.51
%


4.39
%Volatility


41.7
%


47.5
%


57.0
%Dividend yield


0.00
%


0.00
%


0.00
%  F-37




---



##### Table of Contents



BORLAND
    SOFTWARE CORPORATION
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended December 31,2007


2006


2005Expected Life


6 months



6 months



6 monthsRisk-free interest rate


5.02
%


4.39
%


4.32
%Volatility


31.0
%


40.7
%


38.0
%Dividend yield


0.00
%


0.00
%


0.00
%         Twelve Months Ended December 31, 2007Employee Stock


RestrictedStock Options


Purchase Rights


Stock


TotalCost of service revenues

$
100


$
5


$
64


$
169Selling, general and administrative


3,127



126



1,254



4,507Research and development


966



82



309



1,357Total

$
4,193


$
213


$
1,627


$
6,033   Twelve Months Ended December 31, 2006Employee Stock


RestrictedStock Options


Purchase Rights


Stock


TotalCost of service revenues

$
204


$
59


$
168


$
431Selling, general and administrative


4,768



528



3,083



8,379Research and development


1,278



336



264



1,878Total

$
6,250


$
923


$
3,515


$
10,688    F-38




---



##### Table of Contents



BORLAND
    SOFTWARE CORPORATION
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    NOTE 13.
    EMPLOYEE
    401(k) PLAN    NOTE 14.
    STOCKHOLDER
    RIGHTS AGREEMENT    NOTE 15.
    REPORTABLE
    SEGMENTS  Disclosures about Segments of an Enterprise and Related
    Information
  Description
    of Segments
    Enterprise.
  CodeGear.
 F-39




---



##### Table of Contents



BORLAND
    SOFTWARE CORPORATION
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  tm
  Segment
    Data
      Twelve Months Ended December 31, 2007Enterprise


CodeGear


TotalLicense and other revenues

$
96,686


$
40,672


$
137,358Service revenues


115,100



16,323



131,423Total revenues

$
211,786


$
56,995


$
268,781Operating loss

$
(43,897
)

$
(17,143
)

$
(61,040
)     Year Ended December 31, 2007Enterprise


CodeGear


TotalLong-lived assets:Goodwill

$
185,857


$
40,831


$
226,688Other non-current assets


88,969



541



89,510Non-current assets


274,826



41,372



316,198Total assets

$
494,889


$
49,128


$
544,017   Year Ended December 31, 2006Enterprise


CodeGear


TotalLong-lived assets:Goodwill

$
186,016


$
67,340


$
253,356Other non-current assets


57,828



574



58,402Non-current assets


243,844



67,914



311,758Total assets

$
343,508


$
100,391


$
443,899   Enterprise-wide
    disclosures
  and/or
 F-40




---



##### Table of Contents



BORLAND
    SOFTWARE CORPORATION
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended December 31,2007


2006


2005Total revenues from unaffiliated customers:Americas

$
136,967


$
168,278


$
138,008EMEA


98,658



99,218



97,529Asia Pacific


33,156



37,164



41,206Total revenues


268,781



304,660



276,743License and other revenues

$
137,358


$
165,886


$
163,182Technical Support


102,273



99,713



84,525Consulting and education services


29,150



39,061



29,036Total revenues


268,781



304,660



276,743Inter-company revenue U.S.

$
19,412


$
11,264


$
10,493Elimination of inter-company-revenues


(19,412
)


(11,264
)


(10,493
)Reported inter-company revenues

$



$



$
Operating income (loss):Americas

$
(88,958
)

$
(76,308
)

$
(81,422
)EMEA


21,914



18,955



35,912Asia Pacific


6,004



4,260



10,535Operating loss:


(61,040
)


(53,093
)


(34,975
)Gain on sales of investment










4,372Interest and other income, net


2,503



3,662



5,155Loss before income taxes

$
(58,537
)

$
(49,431
)

$
(25,448
)Long-lived assets:Americas

$
53,559


$
11,143


$
21,546EMEA


2,621



2,549



2,103Asia Pacific


1,672



4,190



4,146Long-lived assets:


57,852



17,882



27,795Other non-current assets


258,346



293,876



191,422Non-current assets


316,198



311,758



219,217Identifiable assets:Americas

$
344,907


$
339,424


$
243,119EMEA


31,691



38,308



33,990Asia Pacific


8,553



10,850



12,343Identifiable assets:


385,151



388,582



289,452General corporate assets (cash, cash equivalents and short-term
    investments)


158,866



55,317



175,078Total assets


544,017



443,899



464,530    F-41




---



##### Table of Contents



BORLAND
    SOFTWARE CORPORATION
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      2007


2006


2005United States

$
112,652



42
%

$
147,050



48
%

$
118,936



43
%Germany


30,666



11
%


29,210



10
%


31,010



11
%United Kingdom


28,281



11
%


24,427



8
%


22,484



8
%All other countries


97,182



36
%


103,973



34
%


104,313



38
%Total revenues

$
268,781



100
%

$
304,660



100
%

$
276,743



100
%       NOTE 16.
    COMMITMENTS
    AND CONTINGENCIES  Indemnifications
    and Guarantees
  Guarantors Accounting and Disclosure
    Requirements for Guarantees, Including Indirect Guarantees of
    Indebtedness of Others
     F-42




---



##### Table of Contents



BORLAND
    SOFTWARE CORPORATION
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Leases
      Less than








More than1 Year


1-3 Years


3-5 Years


5 Years


TotalOperating leases

$
10,721


$
19,422


$
7,418


$
6,639


$
44,200Restructured operating leases


5,914



12,107



4,843







22,864Convertible senior notes










200,000







200,000Capital lease


41



84











125Gross commitments


16,676



31,613



212,261



6,639



267,189Sublease income


(3,056
)


(8,580
)


(4,909
)






(16,545
)Net commitments

$
13,620


$
23,033


$
207,352


$
6,639


$
250,644  F-43




---



##### Table of Contents



BORLAND
    SOFTWARE CORPORATION
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Litigation
  Accounting for Contingencies,
    Service
    Commitments
   F-44




---



##### Table of Contents



SCHEDULE II
    BORLAND SOFTWARE CORPORATION
    VALUATION AND QUALIFYING ACCOUNTS
    For the Years Ended December 31, 2007, 2006 and
    2005
  ChargedBalance


toat


Statements


Deductions


BalanceBeginning


of


From


at End ofof Period


Operations


Reserves


Period(Unaudited, in thousands)December 31, 2007:Allowance for sales returns, rebates and doubtful accounts

$
5,413



1,570


$
887


$
6,096December 31, 2006:Allowance for sales returns, rebates and doubtful accounts

$
7,235


$
(2,946
)

$
(1,124
)

$
5,413December 31, 2005:Allowance for sales returns, rebates and doubtful accounts

$
9,830


$
3,005


$
5,600


$
7,235  F-45




---



##### Table of Contents



EXHIBIT INDEX
  Exhibit



Incorporated by Reference

FiledNumber

Description of Exhibit

Form

Date

Number

Herewith2
.1

Agreement and Plan of Merger, dated as of February 7, 2006,
    by and among Segue Software, Inc., Borland Software Corporation
    and Beta Merger Sub, Inc.

8-K

2/8/2006


2
.12
.2

Form of Voting Agreement, dated as of February 7, 2006, by
    and among Borland Software Corporation and the other parties
    signatory thereto

8-K

2/8/2006


2
.23
.1

Restated Certificate of Incorporation of Borland Software
    Corporation

10-Q

8/9/2005


3
.13
.2

Amended and Restated Bylaws of Borland Software Corporation

10-Q

8/9/2005


3
.24
.1

Stockholder Rights Agreement, dated as of October 26, 2001,
    between Borland Software Corporation and Mellon Investor
    Services, L.L.C.

8-A

10/31/2001


14
.2

Specimen Stock Certificate of Borland Software Corporation

10-Q

5/13/2002


4
.14
.3

Indenture by and between the Company and U.S. Bank National
    Association, as trustee, dated February 6, 2007

8-K

2/08/2007


4
.14
.4

Global Note representing the Companys
    2.75% Convertible Senior Note due 2012

8-K

2/08/2007


4
.24
.5

Registration Rights Agreement by and between the Company and
    J.P. Morgan Securities Inc., dated February 6, 2007

8-K

2/08/2007


4
.310
.1

Form of Indemnity Agreement.+

S-8

9/26/199010
.2

2005 Incentive Compensation Plan for Executive Officers.+

10-K

3/25/2005


10
.210
.3

2006 Incentive Compensation Plan for Executive Officers.+

8-K

3/20/2006


10
.8610
.4

1985 Stock Option Plan.+

10-K

3/28/2003


10
.410
.5

Non-Employee Directors Stock Option Plan.+

8-K

12/27/199110
.6

1992 Stock Option Plan.+

S-8

7/4/199210
.7

1993 Stock Option Plan.+

S-8

3/11/199310
.8

1997 Stock Option Plan.+

S-8

12/19/1997


4
.410
.9

Amendment to the 1997 Stock Option Plan.+

S-8

9/1/2000


4
.910
.10

Second Amendment to the 1997 Stock Option Plan.+

S-8

6/1/2001


4
.610
.11

1997 Employee Stock Purchase Plan.+

S-8

12/19/1997


4
.510
.12

1998 Nonstatutory Stock Option Plan.+

10-K

3/28/2003


10
.1210
.13

1999 Employee Stock Purchase Plan.+

10-Q

8/9/2005


10
.1210
.14

Borland Software Corporation Dale Fuller Individual Stock Option
    Plan.+

10-K

4/4/2000


10
.1810
.15

2002 Stock Incentive Plan.+

8-K

5/16/2005


99
.210
.16

Form of Notice of Grant under the Discretionary Option Grant
    Program of the 2002 Stock Incentive Plan.+

10-Q

11/9/2004


10
.7310
.17

Form of Stock Option Agreement under the Discretionary Option
    Grant Program of the 2002 Stock Incentive Plan.+

10-Q

11/9/2004


10
.7410
.18

Form of Stock Issuance Agreement under the 2002 Stock Incentive
    Plan.+

10-K

3/25/2005


10
.1710
.19

Form of Option Agreement under the Automatic Option Grant
    Program of the 2002 Stock Incentive Plan.+

10-K

3/25/2005


10
.18




---



##### Table of Contents



Exhibit



Incorporated by Reference

FiledNumber

Description of Exhibit

Form

Date

Number

Herewith10
.20

Form of Addendum to Stock Option Agreement under the 2002 Stock
    Incentive Plan (Twelve Months Acceleration).+

10-K

3/25/2005


10
.1910
.21

Form of Addendum to Stock Option Agreement under the 2002 Stock
    Incentive Plan (50% Acceleration).+

10-K

3/25/2005


10
.2010
.22

Form of Addendum to Stock Option Agreement under the 2002 Stock
    Incentive Plan (100% Acceleration).+

10-K

3/25/2005


10
.2110
.23

Form of Stock Issuance Agreement under the Stock Issuance
    Program of the 2002 Stock Incentive Plan.+

10-Q

11/8/2005


10
.7410
.24

Form of Acceleration Addendum to Stock Issuance Agreement under
    the Stock Issuance Program of the 2002 Stock Incentive Plan.+

10-Q

11/8/2005


10
.7510
.25

Form of Stock Option Agreement under the Discretionary Option
    grant program of the 2002 Stock Incentive Plan, as amended on
    October 27, 2005.+

10-Q

11/8/2005


10
.7610
.26

Form of Acceleration Addendum to Stock Option Agreement under
    the Discretionary grant program of the 2002 Stock Incentive
    Plan.+

10-Q

11/8/2005


10
.7710
.27

Borland Software Corporation 2003 Supplemental Stock Option
    Plan.+

8-K

3/20/2006


10
.8710
.28

Segue Software Inc. Special Termination and Vesting Plan.+

8-K

7/6/2006


10
.8910
.29

Starbase Corporation 2001 Stock Plan.+

S-8

1/24/2003


99
.110
.30

Starbase Corporation 1996 Stock Option Plan.+

S-8

1/24/2003


99
.210
.31

Starbase Corporation NSO Stock Option Program.+

S-8

1/24/2003


99
.310
.32

TogetherSoft Corporation 2000 Stock Plan.+

S-8

1/24/2003


99
.610
.33

TogetherSoft Corporation 2001 Officer Stock Plan.+

S-8

1/24/2003


99
.710
.34

TogetherSoft Corporation 2001
    Non-U.S.
    Plan.+

S-8

1/24/2003


99
.810
.35

TogetherSoft Corporation 2001 California Plan.+

S-8

1/24/2003


99
.910
.36

Employment Agreement between Dale L. Fuller and Borland Software
    Corporation dated as of January 1, 2001.+

10-K

3/29/2001


10
.2010
.37

Amendment to Employment Agreement between Borland Software
    Corporation and Dale L. Fuller, dated July 1, 2003.+

10-Q

11/14/2003


10
.310
.38

Employment Agreement between Borland Software Corporation and
    Kenneth R. Hahn dated as of August 7, 2002.+

10-Q

11/14/2002


99
.310
.39

Amendment to Employment Agreement between Borland Software
    Corporation and Kenneth R. Hahn dated as of October 22,
    2002.+

10-Q

11/14/2002


99
.410
.40

Amendment to the Employment Agreement between Borland Software
    Corporation and Kenneth R. Hahn, dated as of June 7, 2004.+

10-Q

8/9/2004


10
.7210
.41

Addendum to Stock Option Agreement between Borland Software
    Corporation and Kenneth R. Hahn dated as of November 3,
    2004.+

10-K

3/25/2005


10
.3910
.42

Amendment to Employment Agreement between Borland Software
    Corporation and Kenneth R. Hahn dated as of May 12, 2005.+

8-K

5/16/2005


99
.3




---



##### Table of Contents



Exhibit



Incorporated by Reference

FiledNumber

Description of Exhibit

Form

Date

Number

Herewith10
.43

Employment Agreement between Borland Software Corporation and
    Timothy J. Stevens, dated September 17, 2003.+

10-Q

11/14/2003


10
.510
.44

Amendment to Employment Agreement between Borland Software
    Corporation and Timothy J. Stevens, dated March 4, 2004.+

10-K

3/15/2004


10
.3410
.45

Addendum to Stock Option Agreement between Borland Software
    Corporation and Timothy J. Stevens dated as of November 3,
    2004.+

10-K

3/25/2005


10
.4410
.46

Separation and Mutual Release Agreement between the Company and
    Timothy J. Stevens dated June 16, 2006.+

8-K

6/19/2006


10
.110
.47

Employment Agreement between Borland Software Corporation and
    Matthew Thompson, dated October 1, 2003.+

10-Q

11/14/2003


10
.610
.48

Separation Agreement and Full and Final Release of Claims
    between the Company and Matthew Thompson, dated January 5,
    2007.+

8-K

1/08/2007


10
.10010
.49

Employment Agreement between the Company and Tod Nielsen, dated
    November 1, 2005.+

8-K

11/8/2005


10
.7310
.50

Form of Addendum to Employment Offer Letters for Severance
    Benefits for Named Executive Officers.+

10-Q

11/8/2005


10
.7810
.51

2003 Stock Option Agreement for Tod Nielsen under the 2003
    Supplemental Stock Option Plan.+

10-K

5/02/2006


10
.5210
.52

Addendum to Stock Option Agreement for Tod Nielsen.+

10-K

5/02/2006


10
.5310
.53

Stock Issuance Agreement for Tod Nielsen.+

10-K

5/02/2006


10
.5410
.54

Addendum to Stock Issuance Agreement for Tod Nielsen.+

10-K

5/02/2006


10
.5510
.55

Amendment to Employment Agreement between the Company and Tod
    Nielsen effective as of November 1, 2005.+

8-K/A

11/23/2005


10
.7910
.56

Employment Offer Letter between the Company and Peter Morowski,
    dated June 3, 2006.+

8-K

8/21/2006


10
.9310
.57

Addendum to Employment Offer Letter for Severance Benefits
    between the Company and Peter Morowski, dated June 3, 2006.+

8-K

8/21/2006


10
.9410
.58

Employment Offer Letter between the Company and Greg Wrenn,
    dated September 7, 2006.+

8-K

10/19/2006


10
.9610
.59

Addendum to Employment Offer Letter for Severance Benefits
    between the Company and Greg Wrenn, dated September 7,
    2006.+

8-K

10/19/2006


10
.9710
.60

Employment Agreement between the Company and Michael Sullivan,
    dated July 5, 2006.+

8-K

7/6/2006


10
.8810
.61

Separation Agreement and Full and Final Release of Claims
    between the Company and Michael Sullivan, dated
    September 18, 2006.+

8-K

9/22/2006


10
.9510
.62

Employment Offer Letter between the Company and Erik Prusch,
    dated October 2, 2006.+

8-K

11/14/2006


10
.9810
.63

Addendum to Employment Offer Letter for Severance Benefits
    between the Company and Erik Prusch, dated October 2, 2006.+

8-K

11/14/2006


10
.9910
.64

Employment Offer Letter between the Company and David Packer,
    dated January 4, 2007.+

8-K

1/08/2007


10
.101




---



##### Table of Contents



Exhibit



Incorporated by Reference

FiledNumber

Description of Exhibit

Form

Date

Number

Herewith10
.65

Addendum to Employment Offer Letter for Severance Benefits
    between the Company and David Packer.+

8-K

1/08/2007


10
.10210
.66

Summary of Board Compensation.+

8-K

1/17/2007


10
.10310
.67

Lease Agreement by and between Borland Software Corporation and
    ScanlanKemperBard Companies dated as of February 17, 2000.

10-K

3/29/2001


10
.4410
.68

First Amendment to Lease Agreement by and between Borland
    Software Corporation and Enterprise Way Associates, LLC as dated
    as of September 30, 2000.

10-K

3/29/2001


10
.4510
.69

Second Amendment to Lease Agreement by and between Borland
    Software Corporation and Enterprise Way Associates, LLC as dated
    as of June 1, 2001.

10-K

3/28/2003


10
.5410
.70

Third Amendment to Lease Agreement by and between Borland
    Software Corporation and Enterprise Way Associates, LLC as dated
    as of November 1, 2001.

10-K

3/28/2003


10
.5510
.71

Office Lease and amendment between Starwood O.C.
    Portfolio I, L.L.C., and Starbase Corporation.

10-K

3/28/2003


10
.5710
.72

Lease and amendment between Davis Sandler Three LLC and
    TogetherSoft Corporation.

10-K

3/28/2003


10
.5810
.73

Agreement of Purchase and Sale dated May 30, 2006 between
    Borland Software Corporation and Fowler Property Acquisitions,
    LLC.

8-K

6/5/2006


10
.110
.74

First Amendment to Agreement of Purchase and Sale dated
    May 30, 2006 between Borland Software Corporation and
    Fowler Property Acquisitions, LLC, dated June 30, 2006.

8-K

7/7/2006


10
.9110
.82

Amendment to Stock Option Agreement between Borland Software
    Corporation and Dale L. Fuller, dated February 2, 2005.+

10-Q

5/10/2005


10
.7210
.83

Visual Studio Partner Master Agreement between Microsoft
    Corporation and Borland Software Corporation, dated
    August 11, 2006.

10-K

3/15/2007


10
.9721
.1

Subsidiaries of Borland Software Corporation.









X23
.1

Consent of PricewaterhouseCoopers LLP, Independent Registered
    Public Accounting Firm.









X31
.1

Certification of Tod Nielsen, Chief Executive Officer of Borland
    Software Corporation, pursuant to
    Rule 13a-14(a).









X31
.2

Certification of Erik Prusch, Chief Financial Officer of Borland
    Software Corporation, pursuant to
    Rule 13a-14(a).









X32
.1

Certification of Tod Nielsen, Chief Executive Officer of Borland
    Software Corporation, pursuant to
    Rule 13a-14(b)
    and 18 U.S.C. Section 1350.++









X32
.2

Certification of Erik Prusch, Chief Financial Officer of Borland
    Software Corporation, pursuant to
    Rule 13a-14(b)
    and 18 U.S.C. Section 1350.++









X     +
    
    Management contract or compensatory plan or arrangement.++
    
    The certifications attached as Exhibit 32.1 and
    Exhibit 32.2 that accompany this Annual Report on
    Form 10-K,
    are not deemed filed with the Securities and Exchange Commission
    and are not to be incorporated by reference into any filing of
    Borland Software Corporation under the Securities Act of




---



##### Table of Contents



1933 or the Securities Exchange Act of 1934 whether made before
    or after the date of this
    Form 10-K,
    irrespective of any general incorporation language contained in
    such filing.  Suite A-300,