<PAGE>

================================================================================

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   Form 10-K

             ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                  For The Fiscal Year Ended November 30, 1999

                        Commission File Number 0-20562

                               COREL CORPORATION
            (Exact name of Registrant as specified in its Charter)

             Canada                                    Not Applicable
  (State or other jurisdiction of                    (I.R.S. Employer
  incorporation or organization)                     Identification No.)

1600 Carling Avenue, Ottawa, Ontario, Canada             K1Z 8R7
  (Address of principal executive offices)              (Zip Code)

Registrant's telephone number, including area code:  (613) 728-8200

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:

                  Common shares without nominal or par value
                               (Title of Class)

   Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.    Yes    X        No_____
                                                 -------

   Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ X ]

The aggregate market value of Common Shares held by non-affiliates of the
registrant, based on the last reported sales price of the Common Shares as
reported on the NASDAQ National Market on February 21, 2000 was $1,037,126,711.
As of that date 65,849,315 Common Shares were issued and outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE

   Portions of the 1999 Annual Report to Shareholders are incorporated by
reference into Parts II and IV.

================================================================================
<PAGE>

                               COREL CORPORATION

                                   FORM 10-K

                  For The Fiscal Year Ended November 30, 1999

                                     INDEX
<TABLE>
<CAPTION>
Part I
<S>           <C>                                                                                                  <C>
Item 1.       Business......................................................................................         3
Item 2.       Properties....................................................................................        10
Item 3.       Legal and Government Proceedings..............................................................        10
Item 4.       Submission of Matters to a Vote of Security Holders...........................................        12

Part II

Item 5.       Market for the Registrant's Common Equity and Related Stockholder Matters.....................        12
Item 6.       Selected Financial Data.......................................................................        14
Item 7.       Management's Discussion and Analysis of Financial Condition and Results of Operations.........        14
Item 8.       Financial Statements and Supplementary Data...................................................        15
Item 9.       Changes in and Disagreements with Accountants on Accounting and Financial Disclosures.........        15

Part III

Item 10.      Directors and Executive Officers of the Registrant............................................        15
Item 11.      Executive Compensation........................................................................        18
Item 12.      Security Ownership of Certain Beneficial Owners and Management................................        22
Item 13.      Certain Relationships and Related Transactions................................................        22

Part IV

Item 14.      Exhibits, Financial Statement Schedules, and Reports on Form 8-K, S-3 and 425 ................        22
Signatures    ..............................................................................................        24
</TABLE>

All financial information contained in this report is expressed in United States
dollars, unless otherwise stated.

                                       2
<PAGE>

                                    PART I

Item 1.  Business

GENERAL
--------------------------------------------------------------------------------

The Company was incorporated as Corel Systems Corporation under the Canada
Business Corporations Act by Articles of Incorporation dated May 29, 1985. The
name of the Company was changed to Corel Corporation in May 1992. The Company
was continued under the Canada Business Corporation Act by articles of
Amalgamation dated December 1, 1998. For the purposes of this report, except in
the consolidated financial statements, unless the context otherwise requires,
"Corel" and "the Company" refer to the consolidated operations of Corel
Corporation and its wholly owned subsidiaries, Corel Corporation Limited, Corel
International Corp., Corel Inc. and Corel Corporation (U.S.A.), while "the
Company" refers to the parent, Corel Corporation.

Corel develops, manufactures, licenses, sells and supports a wide range of
software products including graphics, business productivity, consumer and video
applications as well as network computers. Corel products are available for
users of most PCs, including International Business Machines Corporation
("IBM/(R)/") and IBM-compatible PCs, Apple Computer Inc.'s ("Apple")
Macintosh/(R)/ ("Mac"), UNIX-based and Linux-based systems.

Corel's business strategy emphasizes the development of a broad line of PC
software application products for business and personal use, marketed through
multiple channels of distribution. Corel is divided into three broad areas: the
Software Development Group; the Sales and Customer Support Group; and the
Operations and Administration Group.

The Software Development Group consists of four divisions, each responsible for
a particular area of software development. The Graphics Applications Division
develops graphics software applications and products designed for the business,
academic and home markets. The Productivity Applications Division creates
business productivity applications and products designed for the business,
academic and home markets. The Consumer Products Software Division develops
various software applications for retail users and includes the Graphic Corp.
division. The Emerging Technologies Division develops new products for all
markets.

The Sales and Customer Support Group is responsible for building long-term
business relationships with customers. This group is organized to serve three
customer types: end-users, original equipment manufacturers ("OEMs") and
enterprises. The group also focuses directly on large organizations, offering
tailored license programs and organization-wide support. The group manages the
channels that serve customers by working with distributors, resellers and OEMs.
The group supports Corel's products with technical support and customer service
for end-users and organizations.

The Operations and Administration Group is responsible for managing business
operations and overall business planning. This includes the process of
manufacturing and delivering finished goods and licenses, as well as corporate
functions such as finance, administration, human resources, legal, business
development and information technology.


PRODUCTS                                                  Graphics Applications
-------------------------------------------------------------------------------

The Graphics Division develops graphics applications software, which provides
the PC with instructions for creating and manipulating graphics, text, or
numbers. Corel's graphics applications are designed to meet the needs of general
business users and graphics professionals. Primary examples of graphics
applications include illustration, photo editing and painting, 3D rendering, and
animation programs. Corel's graphics applications programs are developed
principally for the Microsoft ("Microsoft/(R)/") Windows/(TM)/ ("Windows"),
Macintosh and UNIX operating systems.

CorelDRAW/(R)/. CorelDRAW is a suite of software programs featuring integration
of all of the major graphics functions that share a common "look and feel".
CorelDRAW modules feature common commands and extensive use of object linking
and embedding ("OLE") cross-application capabilities. CorelDRAW is available in
several versions, with certain combinations of modules, supporting utilities,
clipart images, fonts and photos available for the various operating system
platforms. Versions of CorelDRAW include: CorelDRAW 9 (Graphics Suite, Office

                                       3
<PAGE>

Edition, Premium Color Edition) designed to run under Windows 98, Windows NT and
Alpha, CorelDraw 8 for the Power Macintosh, CorelDRAW 5 for Windows 3.x and
CorelDRAW 3.5 for UNIX.

The CorelDRAW module is an illustration program allowing users to produce color
illustrations incorporating both text and objects. The Corel PHOTO-PAINT(R)
module is a photo-editing and painting module that enables users to apply global
photo-retouching and pixel by pixel editing to scanned or photographic images.
Supporting utilities include: Microsoft(R) Visual Basic(R) for Applications, a
supporting application which allows developers to build custom business
solutions by automating and integrating off-the-shelf software applications to
meet specific customer needs; Canto(R) Cumulus(R) Desktop LE 4.0, a tool that
organizes media and graphics files into a catalog which can be indexed so that
users can find images, designs, clipart, stock photos and QuickTime(R) movies
quickly and easily; Bitstream(TM) Font Navigator(TM) 3.0, a tool that allows
users a quick and easy way to find, install and organize fonts into manageable
groups and view and print font samples; Corel TEXTURE(TM), a tool for creating
realistic natural textures; Corel TRACE(TM), a bitmap-to-vector conversion
utility for images and text; Corel CAPTURE(TM), a tool for capturing portions of
the, or the entire, application window; Corel SCRIPT Editor(TM), an OLE 2-
enabled scripting application ideal for creating add-on utilities for CorelDRAW
9 or Corel PHOTO-PAINT 9; and, Ixla(TM) Digital Camera interface, a plug-and-
play interface for acquiring images from over 120 digital camera models.

CorelDRAW has the leading market share in the illustration segment of the
Windows graphics software market with an installed base of over 12.4 million
units worldwide.

CorelDRAW(TM) 7 Select Edition. This is a scaled down version of CorelDRAW. It
includes the CorelDRAW 7 and Corel PHOTO-PAINT 7 modules along with the
following utilities: Kodak Digital Science(TM) Color Management System, Corel
OCR-TRACE, Corel SCAN and Corel MULTIMEDIA MANAGER; a utility that allows the
user to organize and manage graphics files easily and browse the extensive
clipart and photo libraries included in CorelDRAW 7. This version of CorelDRAW
is designed to run under Windows 98 or Windows NT.

Corel PHOTO-PAINT(R). Corel PHOTO-PAINT is a photo-editing and painting program
that enables users to apply global photo-retouching and pixel by pixel editing
to scanned or photographic images. Corel PHOTO-PAINT is available in various
versions including Corel PHOTO-PAINT 9 for Windows 98 and Windows NT and Corel
PHOTO-PAINT 8 for Power MacIntosh.

Corel VENTURA(R). Corel VENTURA is a suite of high-end desktop publishing
software programs for publishing documents of any size, length or complexity.
The latest version of Corel VENTURA, Corel VENTURA 8, allows users to publish
Corel VENTURA 8 documents to HTML, portable electronic formats, such as Corel
Envoy(TM) and Adobe Acrobat(R), a CD-ROM, over an internal network, or on the
Internet. Corel VENTURA is available in two versions: Corel VENTURA 8 for
Windows 98 and Windows NT, and Corel VENTURA 5 for Windows 3.x.

                                              Productivity Software Applications
--------------------------------------------------------------------------------

Corel's productivity applications software are designed for use by a broad class
of end-users, regardless of business, industry, or market segment. Primary
examples of productivity software applications are word processing, spreadsheet,
and presentation graphics programs. Corel's productivity software applications
are developed for the Windows, Macintosh, DOS, UNIX and Linux operating systems.

Corel(R) WordPerfect(R) Suite. Corel WordPerfect suite is a suite of software
programs featuring seamless integration of the most commonly used desktop
applications. Corel WordPerfect suite combines document creation with graphics
and Internet capabilities. There are several versions of Corel WordPerfect suite
available: Corel WordPerfect Suite for DOS; Corel WordPerfect Suite 7 for
Windows 3.x; and WordPerfect Suite 2000 for Windows 98 and Windows NT. In each
of the 16-bit versions, certain combinations of the following programs are
included: Corel WordPerfect; Corel(R) Quattro(R) Pro; and Corel(R)
Presentations(TM); along with 150 fonts, 10,000 clipart images and 200 photos.

                                       4
<PAGE>

WordPerfect Office 2000 for Windows 98 and Windows NT contains 32-bit versions
of WordPerfect, Quattro Pro, Corel Presentations and Trellix 2 desktop web
publishing. Corel also offers a version of Corel WordPerfect suite for legal
professionals, Law Office 2000 - Legal Edition. Law Office 2000 - Legal Edition
offers all the features found in the WordPerfect Office 2000 along with
industry-specific applications and resources. WordPerfect Office 2000 VOICE-
POWERED Edition includes all of the above features in addition to the speech
recognition technology of Dragon NaturallySpeaking(TM).

Corel WordPerfect Suite Professional. Corel WordPerfect Suite Professional is a
software program that includes enhanced Internet connectivity, graphics and
database features. WordPerfect Office 2000 Professional includes Paradox 9,
Corel Central 9 and Trellix 2, a tool which simplifies the process of creating
and managing a Web site.

WordPerfect(R). WordPerfect is Corel's principal word processing program,
providing all the features that users of word processing products expect plus
the ability to handle graphics, tables, spreadsheet data, charts, and images
imported from other software programs. WordPerfect is available on a stand-alone
basis for the Macintosh, DOS, UNIX and Linux operating systems, while Windows
versions are available only as components of Corel WordPerfect Suite, Corel
WordPerfect Suite Professional and WordPerfect Office 2000.

Quattro(R) Pro. Quattro Pro is an integrated spreadsheet with database, business
graphics and Internet capabilities. Quattro Pro 9 is available for Windows
98/NT.

Paradox(R). Paradox, a powerful data management tool, delivers advanced features
such as the ability to publish a database to the Web. It is offered in several
configurations including a retail version and a Java runtime version.

Corel(R) Presentations(TM). Corel Presentations is a presentation graphics
program for producing slides, overheads, transparencies and prints. Corel
Presentations 9 is available for Windows 98/NT.


                                                  Consumer Products Applications
--------------------------------------------------------------------------------

The Consumer Products Division develops graphics applications for home PC users
and Photo CD titles for both the Internet and retail markets.

Corel Print House(TM) Magic, Corel Print House(TM) Magic Deluxe and Corel Print
House(TM) 2000 for Macintosh. Designed to run under Windows 98 and Windows NT,
Corel Print House Magic can be used to create greeting cards, banners,
invitations, business cards, signs, calendars, menus, fax report covers,
certificates and labels using Corel Print House(TM) 3. It also includes Corel
Photo House(TM) 2, a tool that adds photo-editing and bitmap creation
capabilities to enable users to scan in their own photographs, touch them up or
add special effects and an all-in-one Calendar, Address Book and List Manager.
In addition to these programs, Corel Print House Magic Deluxe also features
access to dozens of free electronic greeting cards; in addition to those
available from Corel(R) Greetings Online. Corel Print House Magic 2000 for
Macintosh includes Corel Photo House(TM) 5 to touch up digital images and add
them directly to your projects, over 80,000 graphics and templates from
PaperDirect(TM), Avery(R) and Kodak.

Corel Print Office(TM) 2000. Corel Print Office 2000 is a powerful,
comprehensive publishing suite that is ideal for small- or home-office users and
can be used to create business documents. It also includes Corel Photo House 5,
Corel(R) WEB.DESIGNER 2, a tool that creates eye-catching documents and
publishes them to the Internet with the click of a button and CorelCENTRAL(TM)
9, a tools that synchronizes your Calendar, Address Book and more with the Palm
Pilot(TM) personal organizer.

Corel MEGA GALLERY(TM), Corel GALLERY(TM) Magic and Corel GALLERY(TM) 1,300,000.
Corel MEGA GALLERY(TM) for MacIntosh contains over 50,000 vector clipart images,
60,000 Internet-ready professional photos, 1,000 fonts, 200 sound clips, and 100
video clips. Corel GALLERY Magic 65,000 contains 25,000 vector clipart images,
40,000 photos, 500 fonts, 100 animated GIFs and 100 Web theme sets. Corel
GALLERY Magic 200,000 is a collection of 105,000 clipart images, 80,000 photos
and hundreds of fonts, animated GIFs, sounds, video clips

                                       5
<PAGE>

and Web theme sets. Corel GALLERY 1,300,000 includes 1,130,000 Web images,
120,000 vector clipart images, 50,000 photos, 1,000 fonts, 500 multipurpose
soundfiles, 50+ videoclips and a 30-Day Trial Version of Corel Print House Magic
4. All versions of Corel GALLERY allows users to drag and drop any of these
images into any OLE compatible application or export images to several industry
standard formats.

Corel Custom Photo. Corel(R)Custom Photo is a photo-editing software that adds
more than 30 effects to pictures and personalizes projects with over 10,000
graphics. Includes Corel Photo House(TM)5 and Corel(R)Project Designer.

Corel(R) Graphics Pack II. Corel Graphics Pack II includes eight fully
integrated graphics programs with a wizard- driven, task oriented user interface
which prompts the user to the appropriate program particular to the project
selected and guides them step by step through to completion of the task.
Designed for Windows 95 and Windows NT, Corel Graphics Pack II includes Corel
Print House; CorelFLOW(TM) 3, a business graphics and technical diagraming
program; Corel Presentations 8; Corel PHOTO-PAINT 7; Corel XARA 1.5; Corel
MOTION 3D, an animation tool and internet utilities; Corel CAPTURE(TM), a tool
that lets you capture the application window or elements of it, and allows you
to define rectangular, elliptical or freehand areas for capture and Corel
GALLERY Magic 200,000.

Corel(R) Stock Photos. Corel Stock Photos on CD-ROM provide an easy and
inexpensive way for people to use professional photographs in all their visual
communications. Corel Stock Photos are available on individual CDs (100 photos
per CD) or in packages of 10 CDs (100 photos per CD). Individual Corel Stock
Photos can also be downloaded from Corel's World Wide Web home page.


                                                           Emerging Technologies
--------------------------------------------------------------------------------

Corel(R) LINUX(R) OS is built specifically for the desktop and is offered in
two versions: Corel LINUX - Standard Edition and Corel LINUX - Deluxe Edition.
Based on the Debian version of Linux this system delivers an easy-to- use, four-
step graphical installer that automatically detects most PCI hardware. Features
include a KDE-based, drag- and-drop desktop environment and a browser-style file
manager.

Corel sold the CorelVIDEO(TM) product line assets to a third party in the fourth
quarter of 1999, as discussed in the Overview section of the Management
Discussion and Analysis of Financial Condition and Results of Operations in
Exhibit 13.1.

Corel sold the Netwinder division assets to a third party in the first quarter
of fiscal 1999, as discussed in the Overview section of the Management
Discussion and Analysis of Financial Condition and Results of Operations in
Exhibit 13.1.


RESEARCH AND DEVELOPMENT
--------------------------------------------------------------------------------

The PC software industry is characterized by frequent changes in technology and
user preferences, which require constant attention to software technology
trends, shifting consumer demand and rapid product innovation. The pace of
change has recently increased due to the burgeoning interest in the Internet,
networking in general, emerging interest in Linux as an operating system and new
programming languages such as Java.

Accordingly, Corel must be able to provide new software products and modify and
enhance existing products on a timely and continuing basis to be competitive.
Corel employs a strategy of internally developing software, contracting for the
development of certain products by third parties; and acquiring or licensing
technology that

                                       6
<PAGE>

will, in most cases, be enhanced by Corel. Corel believes that its ability to
maintain technological competitiveness will depend in large part upon its
ability to successfully enhance its existing products, develop new products on a
timely basis and acquire or license complementary technologies and products in a
timely manner. The Company strives to become as informed as possible at an early
stage about changing usage patterns and hardware advances that may affect
software design.

In order to better serve the needs of users outside of Canada and the United
States, Corel "localizes" many of its products to reflect local languages and
conventions. Various Corel products have been localized into more than 20
languages.

Corel's research and development expenses were $89.5 million, $71.9 million and
$40 million in fiscal 1997, 1998 and 1999, respectively. Those amounts
represented approximately 34%, 29% and 16% respectively, of sales in each of
those years. Software acquired or licensed for incorporation into Corel's
product line totaled $171.1 million in fiscal 1996, of which $153.4 million was
for the acquisition of the WordPerfect technology on March 1, 1996, $12.2
million in fiscal 1997, $4.7 million in fiscal 1998 and $15.4 million in fiscal
1999. Corel intends to continue significant expenditures for research and
development activities.


MANUFACTURING
--------------------------------------------------------------------------------

The principal materials and components used in Corel's products include computer
media (diskettes, CD-ROMs or tapes) and documentation. Corel is often able to
acquire component parts and materials on a volume discount basis.

Corel contracts all of its manufacturing activity to third parties.
Manufacturing involves the duplication of computer media and user manuals,
assembly of components, spot testing of the product and final packaging, all in
accordance with Corel's specifications. Corel believes there is an adequate
supply of and source for the raw materials used in its products, and that
multiple sources are available for media duplication, manual printing and final
packaging. Corel's products are generally shipped as orders are received and
accordingly, Corel has historically operated with little backlog.


MARKETING, SALES AND DISTRIBUTION
--------------------------------------------------------------------------------

Corel's marketing and sales efforts are directed towards several customer types
including end-users, corporate accounts, and Original Equipment Manufacturers
(OEMs). Corel's marketing and sales staff seek to build long-term relationships
with customers and end-users of Corel products. In addition to the OEM channel,
Corel has four major geographic sales and marketing areas: North America, Latin
America, Europe and Asia-Pacific.

End-user marketing activities cover all of Corel's products and target end-users
who make individual buying decisions for the PCs they use at work or at home.
Marketing activities aimed at end-users include developing and administering
reseller relationships, channel marketing and promotions, end-user marketing
programs and seminars, events and product training for resellers.

The Corporate Licensing unit has responsibility for sales and marketing
activities that target groups of users in all organizations and enterprises. The
unit works directly with these organizations and enterprises, as well as with
channel partners such as distributors, value-added resellers and large account
resellers, to provide complete desktop productivity solutions to this customer
segment. The unit's sales and marketing activities include providing technical
training to channel resellers, supporting and providing seminars, events, and
sales training for channel partners. The unit also has responsibility for
administering the Corel License Programs worldwide. Key products for the
Corporate Licensing unit are graphics and productivity software applications.

The OEM customer unit works with original equipment manufacturers that
pre-install or bundle Corel software on their PCs or peripheral hardware.

                                       7
<PAGE>

                                                         Finished Goods Channels
--------------------------------------------------------------------------------

Distributors and Resellers. Corel sells its products worldwide to over 160
distributors for resale through software resellers. Distributors include Ingram
Micro, Merisel, Tech Data, and Pinacor. Resellers include ASAP Software and
Software House International. Within the United States and Canada, Corel has
sales representatives and support personnel who solicit orders from distributors
and resellers and provide product training and sales support. In other
countries, Corel's marketing personnel provide product training and sales
support.

Licensing. Corel has a program designed to make it easier for large or small
organizations to acquire and maintain Corel products. The Corel License Program
("CLP") consists of three separate programs. CLP Universal offers flexible
software acquisition, licensing and maintenance options specially designed to
meet the needs of large multinational organizations. Targeted audiences include
technology specialists and influential end-users in large enterprises. Marketing
efforts and fulfillment are generally coordinated through Corel's network of
large account resellers. CLP Choice offers flexible software acquisition and
licensing options specially designed to meet the needs of small and medium sized
organizations. Marketing efforts and fulfillment are generally coordinated
through Corel's network of distributors and resellers. CLP Freedom is designed
to make it easy and affordable for organizations to standardize on a single
software solution. This package allows organizations to license Corel's business
or graphics software products for a one- or a two-year term. The minimum
licensing commitment to qualify is only 100 employees or workstations within an
entire organization or a defined portion of an organization.

Solution Partners. Corel's Solution Partners program is a support relationship
with independent developers and consultants that provide products, solutions or
services around Corel products. The program supports independent software
vendors, consultants, value-added resellers ("VARs"), system integrators, custom
application developers, and solution developers; as well as technical support
and training organizations. Under this business partnership strategy, the
Company provides sales and product information, development services, access to
beta software, discounts on Corel products and dedicated developer technical
support.

Approved Service Bureaus. The Corel Approved Service Bureau Program ("CASB")
supports organizations that output and render files created with Corel's
graphics software applications such as CorelDRAW and Corel VENTURA. Under CASB,
the Company provides members with product information, free priority technical
support and referral services through Corel's bulletin board service ("BBS"),
CompuServe Forum and Customer Service and Technical Support networks.

Direct Marketing. Corel promotes some of its products through direct marketing
techniques directed toward existing and potential users of Corel's products.
Fulfillment of product to the end-user is either by direct shipment or through
resellers.

On-line Distribution. Corel offers its products on-line through third party web
sites including amazom.com, beyond.com and buy.com as well as through their own
sites operated by Shopnow.com which include Corel eStore, ClipartCity.com, and
Corel Studio.


                                                                     OEM Channel
--------------------------------------------------------------------------------

Corel markets certain productivity, graphics, and consumer software applications
under license agreements with OEMs that grant the OEMs the right to distribute
copies of Corel's products with their hardware products. Corel has OEM
agreements covering one or more of its products with most of the major PC and
peripheral hardware vendors, including Agfa, Canon, Compaq, Cybermax, Dell,
Epson, Gateway 2000, Hewlett-Packard, Packard Bell, PC Chips, Quantex and Vobis.


                                                       Advertising and Promotion
--------------------------------------------------------------------------------

Advertising, direct marketing, and marketing materials are targeted to various
end-user groups through a variety of programs: (i) extensive worldwide
advertising in broad consumer media and trade publications; (ii) joint
promotions with computer retailers under which qualifying resellers and OEMs are
reimbursed for certain

                                       8
<PAGE>

advertising expenditures; (iii) trade show and PC user group participation; and
(iv) direct corporate marketing efforts. The Company has an in-house creative
design group responsible for conceptualizing and producing all of Corel's ad
copy, box covers, and promotional material. The Company has an in-house ad
agency which places and monitors the effectiveness of Corel's worldwide
advertising. The Company maintains a broad advertising campaign emphasizing the
Corel brand identity.


CUSTOMERS
--------------------------------------------------------------------------------

As described above, Corel has three customer types: end-users, organizations or
enterprises, and OEMs. Most end- users of Corel products are individuals in
business, government agencies, educational institutions and at home. These
end-users obtain Corel products primarily through distributors, resellers, and
OEMs. Note 14 to the Consolidated Financial Statements (see Item 8) identifies
customers that represent more than 10% of Corel's revenues.


PRODUCT SUPPORT
--------------------------------------------------------------------------------

Corel provides product support coverage options to meet the needs of users of
Corel products. Support personnel are located in Ottawa, Ontario and Dublin,
Ireland. Certain support is also provided by qualified third-party support
organizations in accordance with Corel's specifications for quality and
timeliness of the support response. Corel generally hires individuals with
product expertise and provides them with the productivity tools, continuous
product education, training and consistent processes to deliver quality support
for Corel products. Coverage options currently range from standard no-charge
toll telephone support to fee-based offerings providing unlimited toll-free
telephone and technical support for all Corel products 24 hours per day, 7 days
per week.

Users have access to Corel's Knowledge Base, a database of technical support
articles that is updated regularly with useful information regarding Corel
products. Corel provides access to Knowledge Base, technical support information
and frequently asked question and answers via Corel's worldwide web site on the
Internet (http://www.corel.com). Corel maintains a bulletin board service
("BBS") for European customers and a forum on CompuServe to provide users with a
mechanism to provide feedback as well as receive technical updates and notes.
Additionally, users can access Corel's automated "Fax on Demand" system where
up-to-date information about common issues and tips and tricks is stored in
numbered documents.

Corel's Customer Service representatives, including a number of third-party
organizations, answer questions about product specifications and pricing, sell
Corel products, and issue replacement media and documents.


COMPETITION
--------------------------------------------------------------------------------

The information set forth on pages 36-40 of the 1999 Annual Report to
Shareholders is incorporated herein by reference and is filed herewith as
Exhibit 13.1 under the heading "Factors That May Affect Future Operating
Results."


PROPRIETARY RIGHTS
--------------------------------------------------------------------------------

Corel regards certain features of its internal operations, software and
documentation as proprietary and relies on contract, patent, copyright,
trademark, and trade secret laws and other measures to protect its proprietary
information. The Company believes, however, that due to the rapid pace of
innovation within its industry, factors such as the technological expertise and
creative skills of its personnel are more important to establishing and
maintaining technological leadership than are the various legal protections of
its technology.

Corel provides its products to end users under non-exclusive licenses, which
generally have a perpetual term, with the exception of academic licenses, and
are transferable provided the transferor erases or destroys its copy of the
product. In special circumstances, Corel makes source code available for certain
of Corel's products. The provision of source code may increase the likelihood of
misappropriation or other misuse of Corel's intellectual property. Corel
licenses its products pursuant to "shrink wrap" and/or "click wrap" licenses
that are not signed by licensees and therefore may be unenforceable under the
laws of certain jurisdictions. In addition, the laws of some

                                       9
<PAGE>

foreign countries do not protect Corel's proprietary rights to the same extent
as do the laws of Canada and the United States.

From time to time Corel receives notices from third parties asserting that Corel
has infringed their patents or other intellectual property rights. Corel may
find it necessary or desirable in the future to obtain licenses from third
parties relating to one or more of its products or relating to current or future
technologies. There can be no assurance that third parties will not assert
infringement claims against Corel in the future with respect to current or
future products or that any such assertion will not require Corel to enter into
royalty arrangements or result in costly litigation. As the number of software
products in the industry increases and the functionality of these products
further overlap, Corel believes that software developers may become increasingly
subject to infringement claims. Any such claims, with or without merit, can be
time consuming and expensive to defend.


EMPLOYEES
--------------------------------------------------------------------------------

As of November 30, 1999, Corel employed 1,320 people on a full-time basis,
including 610 in research and development, 504 in sales, marketing and support,
and 206 in finance and administration. Corel's success depends to a significant
extent upon the performance of Corel's executive officers and key technical,
sales and marketing personnel. Corel believes that its future success will also
depend in large part on its ability to attract and retain highly skilled
technical, managerial and sales and marketing personnel. Competition for
employees is intense in the software industry. To date, Corel believes it has
been successful in its efforts to recruit qualified employees, but there can be
no assurance that Corel will continue to be as successful in the future. None of
Corel's employees are subject to collective bargaining agreements. Corel
believes relations with its employees are favourable.

Item 2.  Properties

Corel leases 188,000 square feet of office space in a facility located in
Ottawa, Ontario under leases that expire in 2015; 20,484 square feet under a
lease that expires in 2002 in another facility in Ottawa, Ontario; 26,050 square
feet of office space under a lease that expires in 2002 in another facility in
Ottawa, Ontario; 57,421 square feet of office space in a facility located in
Orem, Utah under a lease that expires in 2001; 30,970 square feet of office
space in a facility located in Dublin, Ireland under leases that expire in 2003,
2009 and 2012 and office space in various countries around the world under
leases that expire in 2000.

Item 3.  Legal and Government Proceedings

On or about February 23, 1998, the Company became aware that a class action
lawsuit had been filed against it by named Plaintiff Great Neck Capital
Appreciation Investment Partnership in the United States District Court for the
Eastern District of New York. The complaint also names as co-defendants Dr.
Michael C. J. Cowpland, Corel's Chairman, President and Chief Executive Officer,
and Mr. Charles Norris, Corel's former Vice President, Finance and Chief
Financial Officer. The complaint was filed on behalf of all persons who
purchased or otherwise acquired Corel common shares between March 26, 1997 and
January 20, 1998 (the "Class Period"). The complaint alleges that the defendants
violated various provisions of the federal securities laws, including Section
10(b) and 10(a) of the Securities Exchange Act of 1934, as amended, and
Securities and Exchange Commission Rule 10b-5, by misrepresenting or failing to
disclose material information about Corel's financial condition. The complaint
alleges that the defendants issued false and misleading press releases and
financial statements for the first three quarters of fiscal 1997. Plaintiff
alleges, in part, that defendants (a) failed to disclose that they were
overstating Corel's reported profits by, among other things, inflating reported
revenues and earnings through improperly recognizing revenue on Java technology
exchange transactions, and (b) overstated revenues and earnings by understating
reserves in connection with sales to distributors who had no obligation to keep
or pay for the products. The complaint also alleges that Corel insiders,
including the individual co-defendants, sold common shares during the Class
Period at "artificially inflated prices". The complaint seeks an unspecified
amount of money damages.

The Great Neck complaint was consolidated by order dated June 1, 1998 with four
other previously filed complaints: Giskan, Meyer, Mangold and Hagler. Also on
June 1, 1998, the court approved the plaintiff's motion for the appointment of
lead plaintiff and lead counsel. The firm of Wechsler Harwood Halebian & Feffer
is counsel of record. Great Neck (as lead plaintiff) filed a consolidated
amended complaint on behalf of lead plaintiff and the class on September 9, 1998
(the "Consolidated Complaint"). The Consolidated Complaint references a revised
Class Period (it has been filed on behalf of all persons who purchased or
otherwise acquired Corel common

                                       10
<PAGE>

shares between January 15, 1997 and January 20, 1998); however, plaintiffs'
theories from the individual complaints (as summarized above) remain the same.

On November 9, 1998, the Company filed a Motion to Dismiss the Consolidated
Complaint in its entirety. On December 30, 1998, Plaintiffs filed a related
Motion to strike certain documents referred to in the Company's Motion to
Dismiss. Both motions were fully briefed by February 12, 1999. On June 18, 1999,
the Company filed a second Motion to Dismiss on the grounds of forum non
conveniens. On September 1, 1999, the parties entered into a Memorandum of
Understanding and agreed in principle to settle this litigation. On January 13,
2000, the parties executed a Settlement Agreement, subject to approval of the
Court. On January 14, 2000, the parties requested that the Court (a)
preliminarily approve the proposed settlement; (b) schedule a final settlement
hearing; and, (c) direct that notice of the proposed settlement be given to the
members of the class. Corel's motions to dismiss (as described above) have been
denied as moot, pending approval of the proposed settlement. On February 7,
2000, the Court preliminarily approved the proposed settlement and fixed May 12,
2000 as the date for the settlement hearing.

On May 25, 1998, Revenue Canada advised the Company of proposed income tax
adjustments for fiscal years ended November 30, 1992 to 1995. The Company filed
a Response to Revenue Canada's Proposal on October 23, 1998. The Company
received a letter of response in December 1999 advising of upcoming
reassessment. The provision the Company had previously recorded was reversed and
additional tax recovery was recorded in the fourth quarter of fiscal 1999.

On or about June 19, 1998 the Company became aware of a complaint filed against
it by Dennis Berkla, d.b.a. Digarts Software. The plaintiff claims breach of a
Non-Disclosure Agreement (NDA) and claims Copyright Infringement. The complaint
was amended April 9, 1999 for damages for Copyright Infringement, Breach of the
NDA, Unfair Competition, and Breach of Confidence. Berkla and a Corel
representative signed a non-disclosure agreement prior to Berkla sending certain
images to Corel for evaluation. Plaintiff contends that the CD contained images
he sent to Corel were covered by this agreement, and that Corel breached the
agreement through a limited distribution of his images to Corel employees who
were involved in graphics creation, and through a limited distribution of his
images to certain Corel beta testers. Plaintiff also originally alleged that
certain images in Corel products infringed his copyrights. Corel filed its
answer to plaintiff's second amended complaint on April 26, 1999. On September
9, 1999, Corel was awarded partial summary judgement dismissing the bulk of
plaintiff's copyright infringement claims and limiting plaintiff's state law
claims. In September 1999 the plaintiff amended his claim to seek punitive
damages as well. On October 26, 1999, the court excluded any award of punitive
damages from the plaintiff's potential recovery. A jury trial of the remaining
claims commenced October 26, 1999, in the United States District Court, Eastern
District of California and the jury awarded minimal damages to the plaintiff
resulting in a favourable outcome for Corel. Plaintiff is appealing the judge's
decision to strike punitive damages. Parties filed cross-motions to recover
their respective attorney's fees and costs. Decision rendered January 20, 2000
awarded neither party their costs of the trial. Both sides are considering an
appeal of this decision. Plaintiff's appeal of the order on punitive damages is
pending.

On December 15, 1999, Corel filed suit against the United States of America in
the U.S. District Court for the District of Columbia, in Washington, D.C., for
the actions of its agency, the Department of Labor in conducting an unlawful
procurement. The Complaint claims that, in its goal to standardize its office
automation suite, the Department of Labor violated various statutes, regulations
and treaties by "sole-sourcing" its contract to a competing vendor rather than
conduct an open and fair procurement in accordance with U.S. law.

In dispute is the decision by the Department of Labor to standardize on a
competing product despite the fact that, at the time of the award, the Corel
WordPerfect family of products was licenced for a majority of the Department's
20,000 work stations. It is believed that the three-year standardization deal
with the competing vendor could be valued as high as US $8 million. As a remedy,
Corel is seeking an immediate injunction against the further implementation of
the "sole source" contract and to have it declared void. Corel is also seeking
to have the standardization process and related procurement activities tendered
in a fair and open competition in accordance with the applicable statutes,
regulations and treaties.

The Answer to the Complaint has yet to be filed by the Government. The
Government must also file the administrative document record (all related
government documents) and produce these to Corel.

                                       11
<PAGE>

On October 14, 1999, the Ontario Securities Commission filed charges against
Michael Cowpland, the Company's chairman, president and chief executive officer
and his holding company, M.C.J.C. Holdings Inc., in the Ontario Court of
Justice. The charges include four counts of violating provisions of the Ontario
Securities Act related to insider trading. The Company and Michael Cowpland
continue to deny all allegations by the Ontario Securities Commission. The trial
of these issues is a private matter between the Ontario Securities Commission
and Michael Cowpland as an individual. As such, it is not expected to affect the
Company's day-to-day activities.

The Company is a party to a number of additional claims arising in the ordinary
course of business relating to intellectual property and other matters. The
Company believes that the ultimate resolution of these claims will not have a
material adverse effect on its business, financial position or results of
operations.

Item 4.  Submission of Matters to a Vote of Security Holders

No matters were submitted to a vote of security holders during the fourth
quarter of fiscal 1999.

                                     PART II

Item 5.  Market for the Registrant's Common Equity and Related Stockholder
Matters

Price Range of Common Shares

The Company's Common Shares are traded on The Toronto Stock Exchange (the "TSE")
under the symbol "COR" and in the over-the-counter market on the NASDAQ National
Market under the symbol "CORL". The following table sets forth the range of
quarterly high and low closing sale prices of the Common Shares on the TSE and
on the NASDAQ National Market within the two most recent fiscal years.

<TABLE>
<CAPTION>
                                                              FISCAL 1999                               FISCAL 1998
                                                        High                Low                   High                Low
                                                    -------------      -------------          -------------       ------------
<S>                                                 <C>                <C>                    <C>                 <C>
The Toronto Stock Exchange                                                      (Canadian dollars)
------------------------------------------
First Quarter.............................             $ 7.55              $3.76                  $4.01              $2.17
Second Quarter............................               7.00               3.32                   4.24               2.75
Third Quarter.............................               9.65               4.15                   3.30               1.78
Fourth Quarter............................              30.40               7.00                   4.15               1.75

NASDAQ National Market                                                            (US dollars)
------------------------------------------
First Quarter.............................             $ 5.13              $2.50                  $2.94              $1.41
Second Quarter............................               4.63               2.19                   3.13               1.94
Third Quarter.............................               6.38               2.81                   2.52               1.16
Fourth Quarter............................              20.88               4.69                   3.00               1.06
</TABLE>

As of February 21, 2000, there were 849 holders of record of Common Shares. A
substantial number of Common Shares of the Company are held by depositories,
brokerage firms and financial institutions in "street name." Based upon the
number of annual reports and proxy statements requested by such nominees, the
management of the Company estimates that the number of beneficial holders of
Common Shares approximates 110,000 holders.

Limitations Affecting Security Holders

There is no law or government decree or regulation in Canada that restricts the
export or import of capital, or affects the remittances of dividends, insurance
or other payments to a non-resident holder of Common Shares, other than the
withholding tax requirements described below.

                                       12
<PAGE>

Taxation

The following discussion summarizes certain tax considerations relevant to an
investment by individuals and corporations who, for income tax purposes, are
resident in the United States and not in Canada, hold Common Shares as capital
property, and do not use or hold the Common Shares in carrying on business
through a permanent establishment or in connection with a fixed base in Canada
(collectively, "Unconnected US Shareholders"). The Canadian tax consequences of
an investment in the Common Shares by investors who are not Unconnected US
Shareholders may be expected to differ substantially from the tax consequences
discussed herein. The discussion is based upon the provisions of the Income Tax
Act (Canada) (the "Tax Act"), the Convention between Canada and the United
States of America with respect to taxes on Income and on Capital
(the"Convention") and the published administrative practices of Revenue Canada,
Taxation and judicial decisions; all of which are subject to change. The
discussion does not take into account the tax laws of the various provinces or
territories of Canada.

The discussion is intended to be a general description of the Canadian tax
considerations and does not take into account the individual circumstances of
any particular shareholder.

Any cash dividends and stock dividends on the Common Shares payable to
Unconnected US Shareholders generally will be subject to Canadian withholding
tax. Under the Convention, the rate of withholding tax generally applicable to
Unconnected US Shareholders is 15%. In the case of a United States corporate
shareholder owning 10% or more of the voting shares of the Company, the
applicable withholding tax under the revised Canada US Income Tax Convention is
reduced to 5% for 1998 and 1999.

Capital gains realized on the disposition of Common Shares by Unconnected US
Shareholders will not be subject to tax under the Tax Act unless such Common
Shares are taxable Canadian property within the meaning of the Tax Act. Common
Shares will generally not be taxable Canadian property to a holder unless, at
any time during the five-year period immediately preceding a disposition, the
holder, or persons with whom the holder did not deal at arm's length, or any
combination thereof, owned 25% or more of the issued shares of any class or
series of the Company. If the Common Shares are considered taxable Canadian
property to a holder, the Convention will generally exempt Unconnected US
Shareholders from tax under the Tax Act in respect of a disposition of Common
Shares provided the value of the shares of the Company is not derived
principally from real property situated in Canada. Neither Canada nor any
province thereof currently imposes any estate taxes or succession duties.

Dividend Policy

The Company has neither declared nor paid cash dividends on its Common Shares
since its inception and does not anticipate paying any dividends in the
foreseeable future, but intends to retain future earnings for reinvestment to
finance the growth of its business. Any future determination to pay dividends
will be at the discretion of the Board of Directors. From time to time, the
Company repurchases common shares for cancellation. There is no policy with
regards to the timing or amount of common share repurchases and cancellation.
There are no plans to repurchase and cancel common shares at this time.

                                       13
<PAGE>

Item 6. Selected Financial Data

The statement of operations data set forth below with respect to the years ended
November 30, 1997, 1998 and 1999 the balance sheet data at November 30, 1998 and
1999 are derived from the audited financial statements of Corel included in Item
8 hereof and should be read in conjunction with those financial statements and
the notes thereto. The statement of operations data set forth below with respect
to the fiscal years ended November 30, 1995 and 1996 and the balance sheet data
at November 30, 1995, 1996 and 1997 are derived from audited financial
statements not included in this Annual Report on Form 10-K. All amounts are in
United States dollars.

<TABLE>
<CAPTION>
                                                                      Year ended November 30
                                                  -----------------------------------------------------------
                                                    1999        1998         1997          1996        1995
                                                  --------    --------     --------      --------    --------
                                                              (in thousands, except per share data)
<S>                                              <C>         <C>          <C>           <C>         <C>
Canadian GAAP

Sales........................................    $ 243,051   $ 246,827    $ 260,581     $ 334,245   $ 196,379

Income (loss) from continuing operations.....       16,716     (30,448)    (231,678)       (2,750)     14,484

Income (loss) from continuing
   operations per share (fully diluted)......         0.26       (0.51)       (3.84)        (0.05)       0.26

Cash and short-term investments..............       18,021      24,506       30,629         6,924      81,816

Working capital..............................       19,781        (108)      20,356       120,945     149,353

Total assets.................................      151,701     140,159      163,743       398,478     221,346

Novell Obligations...........................       18,579      27,885       37,544        49,330           -

Shareholders' equity.........................       64,366      28,583       59,809       290,260     195,858

US GAAP

Income (loss) from continuing operations.....       16,716     (30,448)    (231,678)       (2,750)     14,484

Net income (loss) from continuing
   operations per share (fully diluted)......         0.27       (0.51)       (3.84)        (0.05)       0.29
</TABLE>

Note:    The summary financial information is prepared on the basis of Canadian
         GAAP, which is different in some respects from US GAAP. Significant
         differences between Canadian GAAP and US GAAP are set forth in Note 16
         of "Notes to Consolidated Financial Statements" included in Item 8
         hereof.

Item 7.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

The information set forth on pages 26-43 of the 1999 Annual Report to
Shareholders is incorporated herein by reference on pages and is filed herewith
as Exhibit 13.1.

Item 7A. Financial Instruments - Quantitative And Qualitative Disclosures About
Market Risk

As described in Note 6 to the 1999 Consolidated Financial Statements (included
in exhibit 13.2), the Company's Product Return Obligation includes interest
charges of 1% over the US prime rate and is therefore subject to interest rate
risk. Assuming principal repayments of $6,594,000 in 2000 as set out in Note 6
to the 1999 Consolidated Financial Statements and a US prime rate of 8.5% (rate
at November 30, 1999 according to the US Federal Reserve Bank), a 10% increase
in the US prime rate would result in interest charges of $ 414,000 in 2000 using
a weighted average principal balance. The interest charges using the above US
prime rate and the weighted average principal balances would be $380,000 in
2000.

                                       14
<PAGE>

Item 8. Financial Statements and Supplementary Data

The following financial statements and independent auditors' report set forth on
pages 44-68 and the back cover of the 1999 Annual Report to Shareholders is
incorporated herein by reference and is filed herewith as Exhibit 13.2.

 .       Independent Auditors' Report;
 .       Consolidated Balance Sheets at November 30, 1999 and 1998;
 .       Consolidated Statements of Operations and Retained Earnings (Deficit)
        for the years ended November 30, 1999, 1998, and 1997;
 .       Consolidated Statements of Cash Flows for the years ended November 30,
        1999, 1998, and 1997;
 .       Notes to Consolidated Financial Statements; and

Item 9.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure

On October 30, 1998 the Company filed a report on form 8-K that reported on the
change in the Company's Certifying Accountant. There were no "disagreements", as
that term is defined in Item 304 of Regulation S-K, with KPMG on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure which, if not resolved to the satisfaction of KPMG would have
caused KPMG to make reference to the matter in their report.

                                   PART III

Item 10. Directors and Executive Officers of the Registrant

The following table sets forth certain information with respect to the executive
officers and directors of Corel as at February 21, 2000:

<TABLE>
<CAPTION>
     NAME                               Age    Position with the Company
     <S>                                <C>    <C>
     Dr. Michael C.J. Cowpland           56    Chairman of the Board; President; Chief Executive Officer
     Derek Burney                        37    Executive Vice President, Engineering
     Ross Cammalleri                     41    Executive Vice President, Marketing
     Sandra Gibson                       36    Executive Vice President, Corporate Services
     Steve Houck                         30    Executive Vice President, Sales
     Tony O'Dowd                         33    Executive Vice President, International Product
                                               Development, General Manager, Corel Corporation Limited
     Eric Smith                          33    Vice President, General Counsel and Secretary
     Carey Stanton                       32    Executive Vice President, Business Development and Legal
                                               Affairs
     Kerry D. Williams                   37    Executive Vice President, Manufacturing
     Lyle B. Blair (1)                   69    Director
     Hon. William G. Davis (1)           70    Director
     Hunter S. Grant (1)                 57    Director
     Jean-Louis Malouin                  56    Director
     Hon. Barbara McDougall (1)          62    Director
</TABLE>

_______
(1)  Member of the Audit Committee

                                       15
<PAGE>

Dr. Michael C.J. Cowpland founded the Company and has served as a Director,
Chairman of the Board and President of the Company since May 1986. Prior to
founding the Company in 1985, Dr. Cowpland held a variety of executive positions
with Mitel Corporation, a telecommunications company; most recently as Chairman
of the Board.

Derek Burney joined the Company in April 1994 as the Project Leader for
CorelFLOW. Mr. Burney was promoted to Technology Manager in August 1995 and then
as the Director of CAD 3D in February 1996. He held this position until October
1997 when he went to work at IMSI (International Microcomputer Software Inc.) in
the product group that purchased CorelCAD, Corel Visual CADD, CorelFLOW, Corel
Lumiere Suite, Corel Click & Create and Corel Family Tree Suite from the
Company. Upon his return to Corel in May 1998, Mr. Burney was appointed Senior
Vice President - Engineering until December 1998 at which time he was promoted
to his current position, Executive Vice President, Engineering.

Ross Cammalleri joined Corel as Vice President of Marketing Communications
before being promoted to his current position as Executive Vice President of
Marketing. Prior to joining Corel, he spent three years as Group Account
Director for Cossette Communication-Marketing in Montreal, Quebec. Prior to
Cossette, Mr. Cammalleri held senior VP positions at Allard Communications and
at Ogilvy & Mather. He is fluent in four languages--English, French, Italian and
Spanish. Mr. Cammalleri holds a Bachelor of Arts as well as an MBA from McGill
University

Sandra Gibson joined the Company in March 1990 as a Human Resource Generalist.
She held the positions of Supervisor, Human Resources from January 1993 until
March 1995, Manager, Human Resources from March 1995 until February 1996,
Director, Human Resources from March 1996 until September 1996, Director,
Corporate Services from September 1996 until January 1997 and Vice President,
Human Resources from February 1997 until December 1998 at which time she was
appointed to her current position, Executive Vice President, Corporate Services.

Steven Houck joined Corel in 1995 as a consultant for Corel's multimedia
division. He then moved on to become manager of Corel's OEM Accounts, securing
deals with Gateway, Hewlett-Packard, Compaq and Fountain Technologies. In
December of 1999 he moved into his current position as Executive Vice President
of Sales and is responsible for overseeing the worldwide sales operations for
Corel Corporation.

Tony O'Dowd joined the Company in 1995 as a Senior Development Engineering
Manager. Before joining Corel, he was a principal development engineer with
Lotus Development Corporation and a technology manager with Symantec
Corporation. In September 1996, he was appointed Operations Director and General
Manager and held this position until May 1998 when he was promoted to General
Manger, Corel Corporation Limited. Mr. O'Dowd was promoted to Vice President,
International Product Development in July 1998 and again to his current position
of Executive Vice President, International Product Development, General Manager,
Corel Corporation Limited in December 1998. Mr. O'Dowd holds a Bachelor of
Science in Computer Science from Dublin's Trinity College, where he spent three
years lecturing on Assembly Language and Micro Processor Design.

Eric Smith joined Corel in May 1996 as Corporate Counsel. He received his
appointment to Corporate Counsel and Secretary in October 1998 and was appointed
Vice President, General and Secretary in February 2000. Mr. Smith was called to
the bar in 1996 and holds an LL.B. from the University of Western Ontario.

Carey Stanton joined the Company in May 1991 as Sales Leads Coordinator and was
appointed Account Executive for CorelSCSI - USA in October 1991 and Product
Marketing Manager in December 1991. He held the positions of Manager, OEM Sales
for CorelSCSI, RAID and other Network related product lines from August 1992
until August 1993, Business Manager from September 1993 until January 1997 and
Vice President, Business Development from February 1997 until December 1998; at
which time he was appointed to his current position, Executive Vice President,
Business Development and Legal Affairs.

Kerry D. Williams joined the Company in November 1989 as Materials
Administrator. He held the positions of Manufacturing Manager from February 1990
until January 1994, Director, Operations and Advertising from January 1994 until
August 1995, Director, Operations from September 1995 until January 1997 and
Vice President, Manufacturing from February 1997 until December 1998; at which
time he was appointed to his most recent position, Executive Vice President,
Manufacturing.

                                       16
<PAGE>

Lyle B. Blair has been a Director since September 1989. Mr. Blair has been
Chairman of L.B. Blair Management Ltd. since 1976. L.B. Blair Management Ltd.
has owned and operated several companies including, from 1980 to 1992, Storwal
International Inc., an office furniture manufacturer, and Thames Valley
Beverages, the largest independent Ontario Pepsi bottler, from 1976 to 1988.
Prior to 1976, Mr. Blair held senior international positions with Procter &
Gamble Inc. and Pepsico Inc.

Hon. William G. Davis has been a Director since September 1989. Mr. Davis has
been counsel to Torys, Barristers and Solicitors, since February 1986. He served
as Canada's Special Envoy on Acid Rain from March 1985 to March 1986 and prior
to March 1985 was Premier of the Province of Ontario. Mr. Davis is a director of
Magna International Inc. and First American Title Insurance Company, both of
which are reporting companies under the Securities Exchange Act of 1934.

Hunter S. Grant has been a Director since September 1989. Mr. Grant was the Co-
Publisher, President and General Manager of the Recorder and Times Limited, a
newspaper publishing company, from July 1977 until July 1998. He is currently
the President of Kingmer Holding Ltd.

Jean-Louis Malouin became a Director in November 1997. Since 1992, Dr. Malouin
has been the Dean of the Faculty of Administration at the University of Ottawa.
From 1989 to 1992, Dr. Malouin was the Dean of Administration at the University
of Alberta and is a former dean at the Universite Laval. He is an expert in
operations and production management, management information systems design and
research methodology. He has served as a management consultant for numerous
organizations and institutions including the Canadian International Development
Agency (CIDA), the Universite du Quebec and the Ottawa Economic Development
Corporation (OCEDCO).

Hon. Barbara McDougall became a Director in April 1998. Since February, 1999,
Mrs. McDougall has been President and Chief Executive Officer of the Canadian
Institute of International Affairs. Prior to that appointment, she was a private
consultant on corporate governance and on international business. Mrs. McDougall
was also chairperson of the Board of Directors of AT&T Canada. Her current
corporate directorships include the Bank of Nova Scotia, Stelco Inc., and the
Independent Order of Foresters. Prior to 1993, Mrs. McDougall was a Member of
Parliament and Cabinet Minister.

Under the Canada Business Corporations Act, a majority of the Board of Directors
and a majority of Board Committee members must be resident Canadians. All
directors hold office until the next annual meeting of shareholders and until
their successors have been elected. The officers of the Company serve at the
discretion of the Board of Directors of the Company. There are no family
relationships among any of the directors and executive officers of the Company.

The Audit Committee reviews the internal accounting procedures of the Company,
consults with and reviews the services provided by the Company's independent
auditors and is responsible for corporate governance issues relating to the
Company.

The Compensation Committee has a mandate to: (a) monitor compliance with
provincial legislation applicable in respect of employment practices of the
Company, (b) determine the appropriate allocation of stock options to eligible
participants in the Corel Corporation Stock Option Plan, (c) determine Chief
Executive Officer and senior officer compensation, (d) monitor compliance with
statutory requirements for employment matters including remittances and
legislation, and (e) review general policy matters relating to employment and
wage equity, compensation and benefits of employees of the Company generally.
The Committee met 5 times in fiscal 1999 and acted by way of resolution on other
occasions.

The Company has a policy of compensation based on merit and performance and does
not discriminate or distinguish with respect to persons performing similar
functions. Compensation in the Company, as compared to industry surveys, is
consistent with industry standards at the level necessary to attract and retain
qualified personnel.

                                       17
<PAGE>

Item 11.  Executive Compensation

The following table, presented in accordance with the regulations to the
Securities Act (Ontario), sets forth all compensation paid in respect of the
individuals who were, at November 30, 1999, the Chief Executive Officer and the
other four most highly compensated executive officers of the Company (the "named
executive officers"). Also included is one former executive officer who was no
longer with the company at November 30, 1999 but who otherwise would have been
included in the top four most highly compensated executive officers of the
Company.

                          SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>

                                                           Annual Compensation                   Long-Term
                                                 -----------------------------------------      Compensation
                                                                                                   Awards          All
                                                                                 Other       ------------------
                                                                                 Annual          Securities       Other
Name and Principal                                                              Compen-        Under Options     Compen-
Position                               Year          Salary         Bonus      sation (1)       Granted (#)     sation (2)
---------------------------------    --------    --------------   ----------  ------------   -------------------------------
<S>                                  <C>         <C>              <C>         <C>            <C>                <C>
Michael C.J. Cowpland                  1999            $199,324          Nil   $         -              299,800    $       -
  Chairman, President and              1998             201,384          Nil             -              275,000            -
  Chief Executive Officer              1997             213,236          Nil             -                    -            -

Michael P. O'Reilly (3)                1999             134,225          Nil             -               68,400            -
  Executive Vice President             1998             130,565          Nil             -              131,800            -
  Finance, CFO and Treasurer           1997                   -          Nil             -                    -            -

Carey Stanton                          1999             132,883          Nil             -               67,900            -
   Executive Vice President            1998             134,254          Nil             -               81,200            -
   Business Development and            1997             119,962          Nil             -                    -            -
   Legal Affairs

Derek Burney  (4)                      1999             161,070          Nil             -               81,000            -
   Executive Vice President            1998             125,385        21830             -               95,800            -
   Engineering                         1997             125,442          Nil             -                                 -

Kerry D. Williams                      1999             132,883          Nil             -               67,900            -
  Executive Vice President,            1998             134,254          Nil             -               31,200            -
  Manufacturing                        1997             130,287          Nil             -                    -            -

Jim Orban (5)                          1999             132,883          Nil             -               72,900            -
  Executive Vice                       1998              76,226          Nil        34,009(6)                 -            -
  President, Sales and                 1997              53,379         1941        20,683(6)                 -            -
  Marketing

Don Sylvester (7)                      1999              63,077        27822             -                    -     $164,936
  former Executive Vice                1998             135,848          Nil         32420(8)            31,800            -
  President, Sales                     1997              48,288          Nil          9221(8)           100,000            -
----------------------------------------------------------------------------------------------------------------------------
</TABLE>

Notes:
(1)  Perquisites and other personal benefits do not exceed the lesser of $50,000
     and 10% of the total of the annual salary and bonus for any of the named
     executive officers.
(2)  These include the amounts paid, payable or accrued to any named executive
     officer pursuant to an arrangement in connection with the resignation of
     such executive officer's employment with the Company.
(3)  Mr. O'Reilly left the Company in February 2000; however he will remain as a
     consultant.
(4)  Mr. Burney was appointed Executive Vice President, Engineering in December
     1998.
(5)  Mr. Orban left the Company in December 1999.
(6)  Represents commissions paid to Mr. Orban.
(7)  This additional disclosure includes an individual for whom disclosure would
     have been provided as part of the four most highly paid executive officers
     above but for the fact that the individual was not serving as an executive
     officer of the Company at the end of fiscal 1999.
(8)  Represents commissions paid to Mr. Sylvester.

                                       18
<PAGE>

The following table sets forth the stock options granted under the Corel
Corporation Stock Option Plan during the fiscal year ended November 30, 1999 to
the named executive officers.

              OPTION GRANTS FOR THE YEAR ENDED NOVEMBER 30, 1999
            AND POTENTIAL REALIZABLE VALUE OF EACH GRANT OF OPTIONS

<TABLE>
<CAPTION>
                                                                                                     Potential Realizable
                                                                                                       Value at Assumed
                                                                                                     Annual Rates of Stock
                                 Number of        % of total     Exercise                           Price Appreciation for
                                Securities          Options       or base                                 Option Term
                                underlying        granted to       Price                                    (CAD$)
                                  options        employees in    ($/share)        Expiration      --------------------------
            Name                granted (#)       fiscal year      (CAD$)            Date            5% ($)        10 % ($)
----------------------------------------------------------------------------------------------------------------------------
<S>                             <C>              <C>            <C>             <C>              <C>             <C>
Michael C.J. Cowpland               299,800         9.90%       $      3.37     March 25, 2003   $  217,732      $   468,892
Michael P. O'Reilly                  68,400         2.30%       $      3.37     March 25, 2003       49,676          106,978
Carey Stanton                        67,900         2.20%       $      3.37     March 25, 2003       49,313          106,196
Derek Burney                         81,000         2.70%       $      3.37     March 25, 2003       58,827          126,685
Kerry D. Williams                    67,900         2.20%       $      3.37     March 25, 2003       49,313          106,196
Jim Orban                            67,900         2.20%       $      3.37     March 25, 2003       49,312          106,196
                                      5,000          0.2%       $     10.20      Sept 20, 2003       10,991           23,669
</TABLE>

The following table sets forth each exercise of stock options under the Corel
Stock Option Plan during the fiscal year ended November 30, 1999 to the named
executive officers.

           AGGREGATED OPTION EXERCISES DURING THE FISCAL YEAR ENDED
              NOVEMBER 30, 1999 AND FISCAL YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
                                                                                                                 Value of
                                                                                                               Unexercised
                                        Securities                                      Unexercised            in-the-Money
                                         Acquired             Aggregate Value            Options at             Options at
                                        on Exercise               Realized             Nov. 30, 1999          Nov. 30, 1999
             Name                           (#)                    (CAD$)                   (#)                   (CAD$)
-------------------------------      -----------------      --------------------     ------------------     ------------------
<S>                                  <C>                    <C>                      <C>                    <C>
Michael C.J. Cowpland                                -        $                -              1,383,076     $       28,315,847
Michael P. O'Reilly                            175,000                 1,423,138                 25,200                577,836
Derek Burney                                   165,649                   967,884                 22,809                493,527
Kerry D. Williams                               99,100                   413,057                 36,800                531,840
Jim Orban                                            -                         -                 10,000                195,150
Don Sylvester                                  131,800                   574,188                      -                      -
Carey Stanton                                  146,972                   865,024                 30,264                602,610
</TABLE>

All options are exercisable when granted. The only exception is when options are
granted during an employee's probationary period, usually six months in length.
There are no unexercisable options held by the named executive officers.

Compensation of Directors

Directors who are salaried officers of the Company receive no compensation for
serving on the Board. The other directors (the "independent directors"), of
which there are currently five, receive an annual retainer of CAD$16,000 and a
fee of CAD$800 (CAD$1,600 for Committee Chairman) for each Board of Directors
and Committee meeting they attend and are reimbursed for traveling costs and
other out-of-pocket expenses incurred in attending such meetings. Each member of
the Irish Board of Directors that is not a salaried officer of the Company
receives an annual retainer of IEP 8,000.

                                       19
<PAGE>

Employment Contracts and termination of employment and change-in control
arrangements

There are no clauses in the employment contracts for executives that are
materially different from those of other employees in the Company. Some of the
items included in a standard employee contract are health benefits, fitness
benefits and company paid on-site parking; as well as non-competition and
confidentiality clauses.

Board Compensation Committee Report on Executive Compensation

The philosophy of the Company in the determination of senior executive
compensation is to encourage performance in order to maintain the position of
the Company in a highly competitive environment. As a result, the compensation
package is based upon salaries which provide a reasonable level of remuneration
and broad distribution of employee stock options. Given the nature of the
industry, the performance of the stock is sensitive to the financial performance
of Corel and as such, provides a compensation regime which encourages active
support of the Company's competitive efforts. There is also an incentive program
for those executives whose department's performance can be directly measured by
financial performance. This program includes commissions and/or bonuses that are
paid based on the performance targets outlined at the beginning of the year.

With the concurrence of the Compensation Committee, the Chief Executive Officer
participates directly in the fixing of the compensation for all levels of
employees. Base compensation is reviewed annually to verify compatibility with
industry norms. This is accomplished through the Company's participation in the
High Tech Industry Compensation Survey, an online survey run by Personnel
Systems and sponsored by the CATA Alliance. This survey encompasses a broad
spectrum of software development organizations and ranks the remuneration of
Corel employees and executives in comparison with the other organizations
included in the survey. As a result of this survey, it was determined that the
Company's remuneration practices for executives are competitive with those of
the industry in general. The Chief Executive Officer is involved in all aspects
of compensation determination and he assesses, with the assistance of the
relevant managers on an on-going basis, performance of the individual
incumbents. Individual salaries are set in an appropriate salary range and
reflect the employee's experience and proven or expected performance.

The Compensation Committee reviews and approves the compensation for the Chief
Executive Officer on an annual basis. The compensation set for the Chief
Executive Officer in fiscal 1999 was appropriate under the circumstances.

The Corel Corporation Stock Option Plan (the "Plan") is administered by the
Compensation Committee (the "Committee") of the Board of Directors. Under the
Plan, the Committee may grant options to purchase Common Shares of the Company
to all eligible participants including directors on the Board of Directors and
persons appointed as an officer of the Company by the Board of Directors. The
factors which the Committee considers when granting options include outstanding
performance and/or contribution to Corel. To ensure a linkage of management with
the shareholder, stock options are granted at 100% of market value at the time
of the stock option grant. All options granted under the Plan are
non-transferable and the exercise price thereof must be paid at the time of
exercise. Options are exercisable for a period of four years from the date of
grant. Options held by a participant who ceases to hold a board or office
position or whose employment is terminated for any reason, including death, are
exercisable for 30 days following termination; unless otherwise determined by
the Chief Executive Officer. The number of stock options available for grant
under the program are determined by shareholder resolution and fixed as at April
18, 1997 at 16,000,000 and was subsequently reduced to 11,400, 614 pursuant to
the provisions of a further shareholder resolution passed on April 18, 1997.
They are restricted for certain participants to 10% of the issued and
outstanding capital of the Company from time to time.

No additional benefits or perquisites are provided to members of management that
are not available to employees of Corel generally. These currently include
health, long-term disability, dental and group life insurance and a fitness
membership.

The members of the compensation committee as at November 30, 1999 are as
follows:

Hunter S. Grant (Chairman)
The Honourable William G. Davis
Jean-Louis Malouin

                                       20
<PAGE>

PERFORMANCE GRAPH
-----------------

The following graph compares the yearly percentage change over the last five
years in the cumulative total shareholder return on the Corporation's Common
Shares with the cumulative total return of the TSE 30 Stock Index and the TSE
Software Technology Index.

FIVE-YEAR TOTAL RETURN ON $100 INVESTMENT

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
                                                   1994      1995      1996       1997     1998       1999
-----------------------------------------------------------------------------------------------------------
<S>                                               <C>       <C>       <C>        <C>      <C>        <C>
Corel                                             100.00    122.48     59.01      16.79    18.80     131.48
Nasdaq Computer & Data Services Index             100.00    156.00    192.46     248.41   360.97     649.03
S & P 500 Index                                   100.00    137.18    175.48     225.78   279.70     339.06
-----------------------------------------------------------------------------------------------------------
</TABLE>

          Performance Graph 1995-1999 (Fiscal Year Ended November 30)

                             [GRAPH APPEARS HERE]

                                       21
<PAGE>

Item 12.  Security Ownership of Certain Beneficial Owners and Management

The following table sets forth, as of February 21, 2000, certain information
with respect to the beneficial ownership of Common Shares by (1) each person
known by the Company to be a beneficial owner of more than 5% of its outstanding
Common Shares, (2) by each director and executive officer and (3) by all
directors and executive officers as a group.

<TABLE>
<CAPTION>
                                                    Common Shares
                                                     Beneficially            Exercisable                Percentage
Name and Address of Beneficial Owner                    Owned                  Options                  Owned (1)
--------------------------------------------     --------------------   ---------------------      --------------------
<S>                                              <C>                    <C>                        <C>
Dr. Michael C.J. Cowpland                                   5,150,558            1,383,076                 9.7
Lyle B. Blair                                                       -               20,000                   *
Hon. William G. Davis                                           1,500               27,852                   *
Hunter S. Grant                                                     -               27,852                   *
Jean Louis Malouin                                                  -               20,000                   *
Barbara McDougall                                                   -               20,000                   *
Derek Burney                                                        -               22,809                   *
Sandra Gibson                                                       -                7,801                   *
Tony O'Dowd                                                       500               73,452                   *
Steve Houck                                                         -               10,000                   *
Eric Smith                                                          -               11,911                   *
Carey Stanton                                                       -               30,264                   *
Ross Cammalleri                                                     -                5,000                   *
Kerry D. Williams                                               3,790               67,900                   *
Directors and Executive Officers as a
group (14 persons) (2)                                      5,156,798            1,727,917                10.0
                                                                                         *   Indicates less than 1%

</TABLE>

(1)  Percentage ownership is calculated using as a denominator the total number
     of Common Shares outstanding plus the number of Common Shares to which the
     beneficial owner indicated has a right to acquire pursuant to options
     currently exercisable or exercisable within 60 days.

(2)  The address for each director and executive officer is Corel Corporation,
     1600 Carling Avenue, Ottawa, Ontario, Canada K1Z 8R7.

Statements contained in the table as to securities beneficially owned by
directors, executive officers and beneficial owners of more than 5% of the
Company's outstanding Common Shares are, in each instance, based upon
information obtained from such directors and executive officers. Statements
contained in the table as to securities beneficially owned by beneficial owners
of holders of 5% or more of the Company's outstanding Common Shares are based on
Schedules 13G or 13D filed by such persons with the U.S. Securities and Exchange
Commission.

Item 13.  Certain Relationships and Related Transactions

Inapplicable pursuant to Instruction 3 to Item 404 of Regulation S-K.

                                    PART IV


Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K, S-3
and 425

(a)  Financial Statements and Schedules

       The following audited financial statements of Corel (together with the
       independent auditors reports thereon and the notes thereto) are included
       in this Report:

                                       22
<PAGE>

        (a)  Consolidated Balance Sheets at November 30, 1999 and 1998.
        (b)  Consolidated Statements of Operations and Retained Earnings
             (Deficit) for the years ended November 30, 1999, 1998 and 1997.
        (c)  Consolidated Statements of Changes in Financial Position for the
             years ended November 30, 1999, 1998 and 1997.

     Financial statement schedules have been omitted because the required
     information is included in the financial statements or notes thereto as set
     forth under Item 8 of this Report on Form 10-K.

(b)  Reports on Form 8-K, S-3 and 425

     On February 11, 1999, the Company filed a report on form 8-K to report on
     the declaration by the Board of Directors of the distribution of 1 common
     share purchase right in respect of each common share outstanding at the
     Close of Business on February 25, 1999.

     On July 29, 1999, the Company filed a report on form S-3 to report on the
     sale of 1,000,000 common shares.

     On February 7, 2000, the Company filed a report on form 425 to report on
     the definitive merger agreement that the Company entered into with
     Inprise/Borland.

(c)  Listing of Exhibits

       Exhibit
       Number       Description
       ------       -----------

          3.1       Certificate and Articles of Incorporation (1)

          3.2       By-law No. 6 (1)

          3.3       Certificate and Articles of Amalgamation of Corel
                    Corporation and Corel Computer Corp.

          4.1       Specimen of Common Share Certificate (1)

         10.1       Distribution Agreement dated October 2, 1991 between Corel
                    Corporation and Ingram Micro Inc. (1)

         10.2       Distribution Agreement dated May 11, 1989 between Corel
                    Corporation and Merisel, Inc. (formerly Softsel Computer
                    Products, Inc.) (1)

         10.3       Agreement for Purchase and Sale by and among Novell, Inc.,
                    Corel Corporation, Corel Corporation Limited, and Corel
                    Corporation (Delaware) (2)

         13.1       Management's Discussion and Analysis of Financial Condition
                    and Results of Operations (Incorporated by Reference to
                    pages 26-43 of the 1999 Annual Report to Shareholders ("1999
                    Annual Report"))

         13.2       Financial Statements (Incorporated by Reference to pages 44-
                    68 and Back Cover of the 1999 Annual Report)

         21.1       Subsidiaries of Registrant (Incorporated by Reference to
                    Exhibit 13.2 filed herein)

         23.1       Auditors' Report - KPMG LLP Chartered Accountants

         23.2       Auditor's Report - PricewaterhouseCoopers LLP Chartered
                    Accountants

         99.1       Form of License Agreement, including Limited Warranty (1)

         99.2       Supplementary Financial Statement Information

____________
(1)  Incorporated by reference to Registration Statement on Form F-1 File
     No. 33-50886.
(2)  Incorporated by reference to Exhibit 2.01 to the Company's Report on
     Form 8-K/A, Amendment No. 2, dated March 1, 1996.

                                       23
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Ottawa,
Province of Ontario, Canada, on February 21, 2000.


                                        COREL CORPORATION

                                        By        /s/ Mitch Desrochers
                                           -------------------------------------
                                                      Mitch Desrochers
                                           Vice President Finance and Controller


                               POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Michael C.J. Cowpland and Mitch Desrochers, his
or her Attorneys-in-fact, each with full power of substitution, for him or her
in any and all capacities, to sign any amendments to this Annual Report on Form
10-K, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each said Attorney-in-fact, or his or her
substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant in
the capacities indicated on February 21, 2000.

<TABLE>
<CAPTION>
              Signature                                              Title
<S>                                                 <C>
      /s/ Michael C.J. Cowpland                        Chairman of the Board of Directors,
---------------------------------------
         Michael C.J. Cowpland                        President and Chief Executive Officer


         /s/ Lyle B. Blair                                         Director
---------------------------------------
             Lyle B. Blair


         /s/ William G. Davis                                      Director
---------------------------------------
             William G. Davis


         /s/ Hunter S. Grant                                       Director
---------------------------------------
             Hunter S. Grant


         /s/ Jean-Louis Malouin                                    Director
---------------------------------------
             Jean-Louis Malouin


        /s/ Barbara McDougall                                      Director
---------------------------------------
            Barbara McDougall


        /s/ Mitch Desrochers                           Vice President Finance and Controller
---------------------------------------
            Mitch Desrochers                        (principal financial and accounting officer)
</TABLE>

                                       24
<PAGE>

Exhibit Index
-------------

<TABLE>
<CAPTION>

    Exhibit Number       Description                                                          Page
    --------------       -----------                                                          ----
    <S>                  <C>                                                                  <C>
     3.3                 Certificate and Articles of Amalgamation - Corel
                         Corporation and Corel Computer Corp. .......................          26

    13.1                 Management's Discussion and Analysis of Financial
                         Condition and Results of Operations..........................         31

    13.2                 Financial Statements.........................................         43

    21.1                 Subsidiaries of Registrant...................................         61

    23.1                 Auditors' Report - KPMG LLP Chartered Accountants............         63

    23.2                 Auditor's Report - PricewaterhouseCoopers LLP Chartered
                         Accountants .................................................         65

    99.2                 Supplementary Financial Statement Information Schedule.......         67
</TABLE>

                                       25