---

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

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FORM 10-Q

(MARK ONE)

|ý | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

FOR THE QUARTERLY PERIOD ENDED APRIL 30, 2002

OR

|o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

FOR THE TRANSITION PERIOD FROM TO TO

COMMISSION FILE NO. 000-25285

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

DELAWARE(State or other jurisdiction of
incorporation or organization)

94-2669809(I.R.S. Employer Identification No.)


2755 CAMPUS DRIVE, 3RD FLOOR, SAN MATEO, CALIFORNIA 94403-2538(Address of principal executive offices, including zip code)

650-522-6600(Registrant's telephone number, including area code)

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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 ý    No o

The
number of shares of the registrant's Common Stock, par value $0.001, outstanding as of May 31, 2002 was 40,395,879.

---

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INDEX

|                             |                                                                                                                         |  | Page
|---------------------------- | ----------------------------------------------------------------------------------------------------------------------- |  | ----
|PART I FINANCIAL INFORMATION
|Item 1                       | Financial Statements:                                                                                                   |  |     
|                             | Condensed Consolidated Balance Sheets as of April 30, 2002 and January 31, 2002                                         |  | 3   
|                             | Condensed Consolidated Statements of Income and Comprehensive Income for the Three Months Ended April 30, 2002 and 2001 |  | 4   
|                             | Condensed Consolidated Statements of Cash Flows for the Three Months Ended April 30, 2002 and 2001                      |  | 5   
|                             | Notes to Condensed Consolidated Financial Statements                                                                    |  | 6   
|Item 2                       | Management's Discussion and Analysis of Financial Condition and Results of Operations                                   |  | 10  
|Item 3                       | Quantitative and Qualitative Disclosures About Market Risk                                                              |  | 26  
|PART II OTHER INFORMATION   
|Item 1                       | Legal Proceedings                                                                                                       |  | 27  
|Item 2                       | Change in Securities and Use of Proceeds                                                                                |  | 27  
|Item 4                       | Submission of Matters to a Vote of Security Holders                                                                     |  | 27  
|Item 5                       | Other Information                                                                                                       |  | 27  
|Item 6                       | Exhibits and Reports on Form 8-K                                                                                        |  | 27  
|                             | Signatures                                                                                                              |  | 28  

2

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PART IFINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SERENA SOFTWARE, INC.
Condensed Consolidated Balance Sheets
(In thousands, except share data)
(Unaudited)

|                                         |                                                                                                                                                                      | April 30,
2002                             |       | January 31,
2002 |        
|---------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ----- | ---------------- | -------
|ASSETS                                   |                                                                                                                                                                     
|Current assets:                          |                                                                                                                                                                      |                                            |       |                  |        
|                                         | Cash and cash equivalents                                                                                                                                            |                                            | $     | 78,501           |        
|                                         | Short-term investments                                                                                                                                               |                                            |       | 45,302           |        
|                                         | Accounts receivable, net of allowance of $825 and $846 at April 30 and January 31, 2002, respectively                                                                |                                            |       | 14,023           |        
|                                         | Deferred taxes                                                                                                                                                       |                                            |       | 5,834            |        
|                                         | Prepaid expenses and other current assets                                                                                                                            |                                            |       | 1,556            |        
|                                         |                                                                                                                                                                      |                                            |       |                  |        
|                                         |                                                                                                                                                                      | Total current assets                       |       |                  | 145,216
|                                         | Long-term investments                                                                                                                                                |                                            |       | 42,610           |        
|                                         | Property and equipment, net                                                                                                                                          |                                            |       | 3,502            |        
|                                         | Goodwill and other intangible assets, net                                                                                                                            |                                            |       | 50,565           |        
|                                         | Other assets                                                                                                                                                         |                                            |       | 280              |        
|                                         |                                                                                                                                                                      |                                            |       |                  |        
|                                         |                                                                                                                                                                      | TOTAL ASSETS                               |       | $                | 242,173
|                                         |                                                                                                                                                                      |                                            |       |                  |        
|LIABILITIES AND STOCKHOLDERS' EQUITY     |                                                                                                                                                                     
|Current liabilities:                     |                                                                                                                                                                      |                                            |       |                  |        
|                                         | Accounts payable                                                                                                                                                     |                                            | $     | 1,168            |        
|                                         | Income taxes payable                                                                                                                                                 |                                            |       | 4,645            |        
|                                         | Accrued expenses                                                                                                                                                     |                                            |       | 13,296           |        
|                                         | Deferred revenue                                                                                                                                                     |                                            |       | 23,574           |        
|                                         |                                                                                                                                                                      |                                            |       |                  |        
|                                         |                                                                                                                                                                      | Total current liabilities                  |       |                  | 42,683 
|Deferred revenue, net of current portion |                                                                                                                                                                      |                                            | 8,445 |                  |        
|Deferred taxes                           |                                                                                                                                                                      |                                            | 1,409 |                  |        
|                                         |                                                                                                                                                                      |                                            |       |                  |        
|                                         |                                                                                                                                                                      | Total liabilities                          |       |                  | 52,537 
|                                         |                                                                                                                                                                      |                                            |       |                  |        
|Commitments and contingencies            |                                                                                                                                                                      |                                            |       |                  |        
|Stockholders' equity:                    |                                                                                                                                                                      |                                            |       |                  |        
|                                         | Preferred stock, $0.001 par value; 5,000,000 shares authorized; no shares issued and outstanding                                                                     |                                            |       |                 |        
|                                         | Common stock, $0.001 par value; 90,000,000 shares authorized; 40,320,728 and 40,274,214 shares issued and outstanding at April 30 and January 31, 2002, respectively |                                            |       | 40               |        
|                                         | Additional paid-in capital                                                                                                                                           |                                            |       | 123,661          |        
|                                         | Deferred stock-based compensation                                                                                                                                    |                                            |       | (12              | )      
|                                         | Notes receivable from stockholders                                                                                                                                   |                                            |       | (10,516          | )      
|                                         | Accumulated other comprehensive (loss) income                                                                                                                        |                                            |       | (99              | )      
|                                         | Retained earnings                                                                                                                                                    |                                            |       | 76,562           |        
|                                         |                                                                                                                                                                      |                                            |       |                  |        
|                                         |                                                                                                                                                                      | Total stockholders' equity                 |       |                  | 189,636
|                                         |                                                                                                                                                                      |                                            |       |                  |        
|                                         |                                                                                                                                                                      | TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |       | $                | 242,173
|                                         |                                                                                                                                                                      |                                            |       |                  |        

See
accompanying notes to condensed consolidated financial statements.

3

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SERENA SOFTWARE, INC.
Condensed Consolidated Statements of Income and Comprehensive Income
For the Three Months Ended April 30, 2002 and 2001
(In thousands, except per share data)
(Unaudited)

|                                                        |                                                      | Three Months Ended
April 30,                   
|------------------------------------------------------- | ---------------------------------------------------- | -----------------------------------------------
|
|Revenue:                                                |                                                      |                                                
|                                                        | Software licenses                                    |                                                
|                                                        | Maintenance                                          |                                                
|                                                        | Professional services                                |                                                
|                                                        |                                                      |                                                
|                                                        |                                                      | Total revenue                                  
|                                                        |                                                      |                                                
|Cost of revenue:                                        |                                                      |                                                
|                                                        | Software licenses                                    |                                                
|                                                        | Maintenance                                          |                                                
|                                                        | Professional services                                |                                                
|                                                        |                                                      |                                                
|                                                        |                                                      | Total cost of revenue                          
|                                                        |                                                      |                                                
|                                                        |                                                      | Gross profit                                   
|                                                        |                                                      |                                                
|Operating expenses:                                     |                                                      |                                                
|                                                        | Sales and marketing                                  |                                                
|                                                        | Research and development                             |                                                
|                                                        | General and administrative                           |                                                
|                                                        | Stock-based compensation                             |                                                
|                                                        | Amortization of goodwill and other intangible assets |                                                
|                                                        |                                                      |                                                
|                                                        |                                                      | Total operating expenses                       
|                                                        |                                                      |                                                
|Operating income                                        |                                                      |                                                
|Interest and other income, net                          |                                                      |                                                
|                                                        |                                                      |                                                
|                                                        | Income before income taxes                           |                                                
|Income taxes                                            |                                                      |                                                
|                                                        |                                                      |                                                
|                                                        | Net income                                           |                                                
|                                                        |                                                      |                                                
|Comprehensive income:                                   |                                                      |                                                
|                                                        | Net income                                           |                                                
|                                                        | Other comprehensive (loss) income:                   |                                                
|                                                        |                                                      | Foreign currency translation adjustment        
|                                                        |                                                      | Unrealized (loss) gain on marketable securities
|                                                        |                                                      |                                                
|                                                        | Other comprehensive (loss) income                    |                                                
|                                                        |                                                      |                                                
|                                                        |                                                      | Total comprehensive income                     
|                                                        |                                                      |                                                
|Net income per share:                                   |                                                      |                                                
|                                                        | Basic                                                |                                                
|                                                        |                                                      |                                                
|                                                        | Diluted                                              |                                                
|                                                        |                                                      |                                                
|Weighted average shares used in per share calculations: |                                                      |                                                
|                                                        | Basic                                                |                                                
|                                                        |                                                      |                                                
|                                                        | Diluted                                              |                                                
|                                                        |                                                      |                                                

See
accompanying notes to condensed consolidated financial statements.

4

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SERENA SOFTWARE, INC.
Condensed Consolidated Statements of Cash Flows
For the Three Months Ended April 30, 2002 and 2001
(In thousands)
(Unaudited)

|                                                     |                                                                                   | Three Months Ended
April 30,                                                 |                                          
|---------------------------------------------------- | --------------------------------------------------------------------------------- | ---------------------------------------------------------------------------- | -----------------------------------------
|
|Cash flows from operating activities:                |                                                                                   |                                                                              |                                          
|                                                     | Net income                                                                        |                                                                              | $                                        
|                                                     | Adjustments to reconcile net income to net cash provided by operating activities: |                                                                              |                                          
|                                                     |                                                                                   | Depreciation                                                                 |                                          
|                                                     |                                                                                   | Provision (release) in allowance for bad debts                               |                                          
|                                                     |                                                                                   | Loss (gain) on disposal of property and equipment                            |                                          
|                                                     |                                                                                   | Accrued interest on notes receivable from stockholders, net of cash received |                                          
|                                                     |                                                                                   | Amortization of deferred stock-based compensation                            |                                          
|                                                     |                                                                                   | Amortization of intangible assets, including goodwill in 2001                |                                          
|                                                     |                                                                                   | Changes in operating assets and liabilities:                                 |                                          
|                                                     |                                                                                   |                                                                              | Accounts receivable                      
|                                                     |                                                                                   |                                                                              | Prepaid expenses and other assets        
|                                                     |                                                                                   |                                                                              | Accounts payable                         
|                                                     |                                                                                   |                                                                              | Income taxes payable                     
|                                                     |                                                                                   |                                                                              | Accrued expenses                         
|                                                     |                                                                                   |                                                                              | Deferred revenue                         
|                                                     |                                                                                   |                                                                              |                                          
|                                                     |                                                                                   |                                                                              | Net cash provided by operating activities
|                                                     |                                                                                   |                                                                              |                                          
|Cash flows used in investing activities:             |                                                                                   |                                                                              |                                          
|                                                     | Purchases of property and equipment                                               |                                                                              |                                          
|                                                     | Purchases of short-term and long-term investments                                 |                                                                              |                                          
|                                                     |                                                                                   |                                                                              |                                          
|                                                     |                                                                                   |                                                                              | Net cash used in investing activities    
|                                                     |                                                                                   |                                                                              |                                          
|Cash flows from financing activities:                |                                                                                   |                                                                              |                                          
|                                                     | Exercise of stock options under the employee stock option plan                    |                                                                              |                                          
|                                                     | Payment of principal on notes receivable from stockholders                        |                                                                              |                                          
|                                                     |                                                                                   |                                                                              |                                          
|                                                     |                                                                                   |                                                                              | Net cash provided by financing activities
|                                                     |                                                                                   |                                                                              |                                          
|Effect of exchange rate changes on cash              |                                                                                   |                                                                              | (20                                      
|                                                     |                                                                                   |                                                                              |                                          
|Net (decrease) increase in cash and cash equivalents |                                                                                   |                                                                              | (7,453                                   
|Cash and cash equivalents at beginning of period     |                                                                                   |                                                                              | 85,954                                   
|                                                     |                                                                                   |                                                                              |                                          
|Cash and cash equivalents at end of period           |                                                                                   | $                                                                            | 78,501                                   
|                                                     |                                                                                   |                                                                              |                                          
|Supplemental disclosures of cash flow information:   |                                                                                   |                                                                              |                                          
|                                                     | Income taxes paid                                                                 |                                                                              | $                                        
|                                                     |                                                                                   |                                                                              |                                          
|Non-cash investing and financing activity:           |                                                                                   |                                                                              |                                          
|                                                     | Unrealized (loss) gain on marketable securities                                   |                                                                              | $                                        
|                                                     |                                                                                   |                                                                              |                                          
|                                                     | Contingent consideration accrued for the UltiMIS acquisition                      |                                                                              | $                                        
|                                                     |                                                                                   |                                                                              |                                          

See
accompanying notes to condensed consolidated financial statements.

5

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SERENA SOFTWARE, INC.        Notes to Condensed Consolidated Financial Statements        (Unaudited)

SERENA Software, Inc. ("SERENA" or the "Company") is an industry-leading provider of software infrastructure products and consulting best practices that
automate enterprise software and Web content changes. Its principal markets are North America, and to a lesser extent, Europe.

The
accompanying unaudited condensed consolidated financial statements have been prepared on substantially the same basis as the audited consolidated financial statements, and in the
opinion of management include all adjustments, consisting only of normal recurring adjustments, except as otherwise noted, necessary for their fair presentation. These unaudited condensed consolidated
financial statements and the notes thereto have been prepared in accordance with the Instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all disclosures required by accounting principles generally accepted in the United States of America and Regulation S-X for annual financial
statements. For these additional disclosures, readers should refer to the Company's annual report on Form 10-K for the fiscal year ended January 31, 2002. The interim results
presented are not necessarily indicative of results for any subsequent quarter or for the fiscal year ending January 31, 2003.

(1) Net Income Per Share

Basic net income per share is computed using the weighted-average number of shares of common stock outstanding. Diluted net income per share is computed using the
weighted-average number of shares of common stock outstanding and, when dilutive, potentially dilutive common shares from restricted stock and options to purchase common stock using the treasury stock
method.

The
following is a reconciliation of the shares used in the computation of basic and diluted net income per share:

Three Months Ended
April 30,2002

2001(in thousands)Basic net income per share-weighted average number of common shares outstanding

40,168

39,371Effect of potentially dilutive securities outstanding-restricted stock and options

493

1,091Shares used in diluted net income per share computation

40,661

40,462


Options
to purchase shares of common stock at a share price which is greater than the closing market price of the shares at the balance sheet date are not included in the computation of
diluted earnings per share because the effect of their inclusion would be anti-dilutive. For each of the periods ended April 30, 2002 and 2001, 3,302,587 and 1,584,634,
respectively, of options to purchase shares of common stock at an average share price of $21.01 and $26.51, respectively, were excluded from the computation of diluted EPS.

(2) Recent Accounting Pronouncements

In July 2001, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 141, Business
Combinations. SFAS No. 141 requires that the purchase method of accounting be used for all business combinations. SFAS No. 141
specifies criteria

6

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that intangible assets acquired in a business combination must meet to be recognized and reported separately from goodwill. The Company adopted the provisions of SFAS No. 141 as of
July 1, 2001.

In
July 2001, the FASB approved the issuance of SFAS No. 142,Goodwill and Other Intangible Assets.SFAS No. 142
provides guidance on how to account for goodwill and certain intangible assets after an acquisition is completed. The most substantive change is that goodwill and other indefinite life intangible
assets can no longer be amortized but instead should be periodically tested for impairment. This statement applies to existing goodwill and intangible assets beginning with fiscal years starting after
December 15, 2001. The Company reevaluated its intangible asset lives and no adjustment to any of the useful lives was determined to be necessary. In accordance with Statement No. 142,
the Company intends to complete a transitional goodwill impairment test by July 31, 2002. Going forward, the annual impairment test required by SFAS No. 142 will be performed in the
fourth fiscal quarter. No reclassification of intangible assets apart from goodwill was necessary as a result of the adoption of Statement No. 142. We have also stopped the amortization of
approximately $29.2 million of goodwill beginning February 1, 2002. This reduction in amortization effective February 1, 2002 may affect the comparability of current period
results of operations with prior periods. The following table discloses what reported net income and basic and diluted earnings per share would have been in all periods presented exclusive of
amortization expense (including tax related effects, reported in U.S. dollars in thousands, except for per share amounts):

Three Months Ended
April 30,2002

2001Net Income:Reported net income

$
4,991

$
5,921Add back: Goodwill and work-force-in-place amortization, net of tax





948Adjusted net income

$
4,991

$
6,869Basic earnings per share:Reported basic earnings per share

$
0.12

$
0.15Add back: Goodwill and work-force-in-place amortization, net of tax





0.02Adjusted basic earnings per share

$
0.12

$
0.17Diluted earnings per share:Reported diluted earnings per share

$
0.12

$
0.15Add back: Goodwill and work-force-in-place amortization, net of tax





0.02Adjusted diluted earnings per share

$
0.12

$
0.17


The
following table details the change in goodwill and work-force-in-place (U.S. dollars in thousands):

Balance as of January 31, 2002

$
29,166Contingent consideration accrued for the UltiMIS acquisition


1,575Balance as of April 30, 2002

$
30,741


7

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Intangible
assets subject to amortization, net, consisted of the following (U.S. dollars in thousands):

Useful Life

As of April 30,
2002

As of
January 31,
2002Acquired technology

5 to 7 years

$
27,626

$
27,626Non-compete agreements

1 year or less


944


94428,570


28,570Less: accumulated amortization




8,746


7,600$
19,824

$
20,970


In
August 2001, the FASB issued SFAS No. 143,Accounting for Asset Retirement Obligations.SFAS No. 143 requires an
enterprise to record the fair value of an asset retirement obligation as a liability in the period in which it incurs a legal obligation associated with the retirement of a tangible
long-lived asset. SFAS No. 143 also requires an enterprise to record the contra to the initial obligation as an increase in the carrying amount of the related long-lived
asset (i.e., the associated asset retirement costs) and to depreciate that cost over the remaining useful life of the asset. The amount of the asset retirement obligation is revised at the end of each
period to reflect the passage of time (i.e., accretion expense) and changes in the estimated future cash flows underlying the initial fair value measurement. The Company is required to adopt SFAS
No. 143 as of February 1, 2003. The Company does not expect SFAS No. 143 to have a material impact on its financial position or results of operations.

In
October 2001, the FASB issued SFAS No. 144,Accounting for the Impairment or Disposal of Long-lived Assets.SFAS No. 144 supercedes SFAS No. 121,Accounting for the Impairment of Long-lived Assets and Assets to Be Disposed Ofand
certain accounting and reporting provisions of APB No. 30,Reporting the Results of OperationsReporting the Effects of Disposal of a Segment of a Business,
and Extraordinary, Unusual and Infrequently Occurring Events and Transactions.The provisions of SFAS No. 144 will be effective for fiscal years beginning after
December 15, 2001, which for the Company is the current fiscal year ending January 31, 2003. The most significant changes made by SFAS No. 144 are that it: (1) removes
goodwill from its scope, and therefore, eliminates the requirements of SFAS No. 121 to allocate goodwill to long-lived assets to be tested for impairment, and (2) describes a
probability-weighted cash flow estimation approach to deal with situations in which an alternative course of action to recover the carrying amount of a long-lived asset is under
consideration or a range is estimated for the amount of possible future cash flows. The implementation of SFAS No. 144 did not have a material impact on the Company's consolidated financial
position or results of operation.

(3) Restructuring Costs

On August 6, 2001, in response to the general weakening of the worldwide economy and resulting IT spending slowdown, the Company announced and began to
execute its plan to reduce workforce by approximately 12% or 45 positions affecting all parts of the organization and incur costs associated with the closure of facilities. The Company has realized
and expects to continue to realize cost savings going forward as a result of this reduction and other cost savings initiatives implemented. The Company's reduction in work force and closure of
facilities are substantially complete, and in connection with these actions, the Company recorded a restructuring charge in the third quarter of fiscal 2002 consisting principally of severance,
payroll taxes and other employee benefits totaling $1.5 million and

8

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facilities closures totaling $1.0 million. The nature of the restructuring charges and the amounts paid through and accrued as of April 30, 2002 are summarized as follows:

|                                                     |  | Total |       | Paid |   | Accrued as of
April 30, 2002
|---------------------------------------------------- |  | ----- | ----- | ---- | - | ----------------------------
|
|Severance, payroll taxes and other employee benefits |  | $     | 1,483 |      | $ | 1,135                       
|Facilities closures                                  |  |       | 875   |      |   | 216                         
|Legal and other miscellaneous                        |  |       | 70    |      |   | 61                          
|                                                     |  |       |       |      |   |                             
|Total restructuring accrual                          |  |       | 2,428 |      | $ | 1,412                       
|                                                     |  |       |       |      |   |                             
|Fixed asset impairment                               |  |       | 101   |      |   |                             
|                                                     |  |       |       |      |   |                             
|Total restructuring charges                          |  | $     | 2,529 |      |   |                             
|                                                     |  |       |       |      |   |                             

9

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ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

This report contains forward-looking statements under the Private Securities Reform Act of 1995. Certain statements under the captions
"Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in this report are "forward-looking statements." These forward-looking statements include, but are
not limited to, statements about our plans, objectives, expectations and intentions and other statements contained in this report that are not historical facts. When used in this report, the words
"expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates" and similar expressions are generally intended to identify forward-looking statements. Because these forward-looking
statements involve risks and uncertainties, there are important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements,
including our plans, objectives, expectations and intentions and other factors discussed under "Factors That May Affect Future Results" under "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and elsewhere in, or incorporated by reference into, this report. Factors that could cause or contribute to such differences include but are not limited to, our
reliance on our mainframe products for revenue; the percentage of license revenue typically closed at the end of each quarter making estimation of operating results prior to the end of the quarter
extremely uncertain; weak economic conditions world-wide which may continue to affect the overall demand for software and services, which could result in decreased revenues or lower
revenue growth rates; changes in revenue mix and seasonality; our ability to deliver our products on the distributed systems platform; dependence on revenues from our installed base; continued demand
for additional mainframe MIPS capacity; expansion of our professional services and international organizations; and our ability to manage our growth. We assume no obligation to update the
forward-looking information contained in this report. It is important that the discussion below be read together with the attached condensed consolidated financial statements and notes thereto, with
the discussion of such risks and uncertainties and with the audited financial statements and notes thereto, and the "Management's Discussion and Analysis of Financial Condition and Results of
Operations," contained in the Company's Form 10-K for fiscal 2002.

Overview

SERENA Software, Inc. is an industry leading provider of software infrastructure products and consulting best practices that automate enterprise software
and Web content changes. SERENA's Enterprise Change Management ("ECM") strategy manages the Software Change Management ("SCM") process throughout the entire application development lifecycle across
multiple platforms-from the mainframe to the Web.

In
the most recent completed fiscal year ended January 31, 2002 and the first fiscal quarter of 2003 ending April 30, 2002, SERENA experienced for the first time a decrease
in total annual revenue as total revenues were $98.6 million in fiscal 2002, versus $103.6 million in fiscal 2001 and $22.0 million in the first quarter of fiscal 2003 versus
$27.5 million in the first quarter of fiscal 2002. The overall demand for the Company's software depends in large part on general and economic business conditions. The recent general weakening
of the worldwide economy and resulting slowdown in IT spending contributed to the overall decrease in total revenues.

Prior
to fiscal 2002, SERENA had grown rapidly as total revenue increased incrementally from $32.1 million in fiscal 1998 to $103.6 million in fiscal 2001. The growth in
total revenue has been primarily attributable to increased demand for our mainframe products, and to a lesser extent beginning in the second half of fiscal 2000, the introduction of our distributed
systems products, primarilyChangeMan DS, into the marketplace. In general, demand had been increasing as a result of greater awareness of and need for
automated third party ECM solutions. We derive our revenue from software licenses, maintenance and professional services.

10

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Critical Accounting Policies

Management's Discussion and Analysis of Financial Condition and Results of Operations is based upon our consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and judgements
that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an ongoing basis, management evaluates its estimates
and judgements, including those related to revenue recognition, trade accounts receivable and allowance for doubtful accounts, impairment of disposal of long-lived assets, and accounting
for income taxes.

Revenue Recognition.SERENA recognizes revenues in accordance with SOP 97-2, Software Revenue Recognition, as
amended by SOP 98-9, and generally recognizes revenues when all of the following criteria are met as set forth in paragraph 8 of SOP 97-2: (1) persuasive evidence
of an arrangement exists, (2) delivery has occurred, (3) the fee is fixed or determinable and (4) collectibility is probable. SERENA defines each of these four criteria as
follows:

Persuasive
evidence of an arrangement exists. It is SERENA's customary practice to have a written contract, which is signed by both the customer and SERENA, or a purchase order from
those customers who have previously negotiated a standard license arrangement with SERENA.

Delivery
has occurred. SERENA's software is physically delivered to the customer. If an arrangement includes undelivered products or services that are essential to the functionality of
the delivered product, delivery is not considered to have occurred until these products or services are delivered.

The
fee is fixed or determinable. SERENA's policy is to not provide customers the right to a refund of any portion of their license fees paid. SERENA may agree to extended payment terms
with a foreign customer based on local customs. Generally, at least 80% of the arrangement fees are due within one year or less. Arrangements with payment terms extending beyond these customary
payment terms are considered not to be fixed or determinable, and revenues from such arrangements are recognized as payments become due and payable.

Collectibility
is probable. Collectibility is assessed on a customer-by-customer basis. SERENA typically sells to customers for whom there is a history of
successful collection. If it is determined from the outset of an arrangement that collectibility is not probable, revenues are recognized as cash is collected.

For
contracts with multiple elements (e.g., license and maintenance), revenue is allocated to each component of the contract based on vendor specific objective evidence ("VSOE") of its
fair value, which is the price charged when the elements are sold separately. Since VSOE has not been established for license transactions, the residual method is used to allocate revenue to the
license portion of multiple-element transactions.

The
Company sells its products to its end users and distributors under license agreements. Each new mainframe license includes maintenance, which includes the right to receive telephone
support, "bug fixes" and unspecified upgrades and enhancements, for a specified duration of time, usually one year. The fee associated with such agreements is allocated between software license
revenue and maintenance revenue based on their respective fair values as determined based on list price. Software license revenue from these agreements is recognized upon receipt and acceptance of a
signed contract and delivery of the software, provided the related fee is fixed and determinable, collectibility of the revenue is probable and the arrangement does not involve significant
customization of the software. If an acceptance period is required, revenue is recognized upon the earlier of customer acceptance or the expiration of the acceptance period, as defined in the
applicable software license agreement.

11

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The
Company recognizes maintenance revenue ratably over the life of the related maintenance contract. Maintenance contracts on perpetual licenses generally renew annually. The Company
typically invoices and collects maintenance fees on an annual basis at the anniversary date of the license. Service and other revenue includes fees derived from the delivery of training, installation,
and consulting services. Revenue from training, installation, and consulting services is recognized on a time and materials basis as the related services are performed. These services do not involve
significant production, modification or customization of the software and the services are not essential to the
functionality of the software. Deferred revenue represents amounts received by the Company in advance of performance of the maintenance obligation.

Trade Accounts Receivable and Allowance for Doubtful Accounts.Trade accounts receivable are recorded net of allowance for
doubtful accounts. We regularly review the adequacy of our allowance for doubtful accounts through identification of specific receivables where we expect that payment will likely not be received, and
we have established a general reserve policy that is applied to all amounts that are not specifically identified. In determining specific receivables where collection may not be received, we review
past due receivables and give consideration to prior collection history, changes in the customer's overall business condition, the potential risk associated with the customer's industry or political
and economic environment among other factors. We establish a general reserve for all receivable amounts that have not been specifically identified, by applying a graduated percentage to each invoice's
relative aging category. The allowance for doubtful accounts reflects our best estimate as of the reporting dates. Changes may occur in the future, which may make us reassess the collectibility of
amounts and at which time we may need to provide additional allowances in excess of that currently provided.

Impairment or Disposal of Long-Lived Assets.The Company evaluates its long-lived assets and certain
identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets or intangibles may not be recoverable. Recoverability of assets to
be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be
impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceed the fair value of the assets. If an asset is to be disposed of, it is reported at
the lower of the carrying amount or fair value less costs to sell. To date, there has been no significant impairment of long-lived assets.

Accounting for Income Taxes.Income taxes are recorded using the asset and liability method. Deferred tax assets and
liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their
respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The
effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Results of Operations

References to the dollar and percentage increases or decreases set forth below in this discussion and analysis of SERENA's results of operations are derived from
comparisons between SERENA's condensed consolidated statements of income and comprehensive income for the three month period ended April 30, 2002 to the condensed consolidated statements of
income and comprehensive income for the three month period ended April 30, 2001.

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The
following table sets forth our results of operations expressed as a percentage of total revenue. These operating results for the periods presented are not necessarily indicative of
the results for the full fiscal year or any other period.

Percentage of
Revenue
Three Months
Ended
April 30,2002

2001Revenue:Software licenses

44
%
53
%Maintenance

49
%
38
%Professional services

7
%
9
%TOTAL REVENUE

100
%
100
%Cost of revenue:Software licenses

1
%
Maintenance

6
%
5
%Professional services

7
%
8
%TOTAL COST OF REVENUE

14
%
13
%GROSS PROFIT

86
%
87
%Operating expenses:Sales and marketing

29
%
30
%Research and development

13
%
13
%General and administrative

8
%
5
%Stock-based compensation



Amortization of goodwill and other intangible assets

5
%
8
%TOTAL OPERATING EXPENSES

55
%
56
%OPERATING INCOME

31
%
31
%Interest and other income, net

6
%
6
%Income before income taxes

37
%
37
%Income taxes

14
%
15
%NET INCOME

23
%
22
%


Revenue

We derive revenue from software licenses, maintenance and professional services. Our total revenue decreased $5.4 million or 20% to $22.1 million in
the current fiscal quarter ended April 30, 2002 from $27.5 million in the same quarter a year ago. A largeStarTooltransaction with one
customer caused our international revenues to account for 31% of total revenues in the first quarter of fiscal 2003 versus 24% in the first quarter a year ago. This single customer accounted for 20%
of total revenue in the first quarter of fiscal 2003. No single customer accounted for 10% or more of total revenue in the same quarter a year ago.

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Software Licenses.Software licenses revenue as a percentage of total revenue was 44% in the current fiscal quarter ended
April 30, 2002 as compared to 53% in the same quarter a year ago. Software licenses revenue decreased $4.9 million or 34% to $9.7 million in the current fiscal quarter from
$14.5 million in the same quarter a year ago. The dollar decrease is generally attributed to a slowdown in IT spending across all products as a result of the weak economic conditions in the
U.S. and abroad and, to a lesser extent, sales execution delays and customers negotiating more aggressively on price and terms. In particular, sales of ourChangeMan
ZMF,ChangeMan DSandComparexproducts continue to make up a significant
portion of our total software licenses revenue. Combined, they accounted for $5.8 million and $9.8 million in the first quarter of fiscal 2003 and the same quarter a year ago,
representing 60% and 67% of total software licenses revenue, respectively. Sales of our distributed systems products, predominantlyChangeMan DS,
accounted for $1.1 million or 11% of total software licenses revenue in the current fiscal quarter ended April 30, 2002 as compared to $2.5 million or 17% in the same quarter a
year ago. The Company expects that its distributed systems revenues as a percentage of software licenses revenue will increase, and thatChangeMan ZMF, ChangeMan
DSandComparexwill continue to account for a substantial portion of software licenses
revenue in the future. We may experience a decrease or little growth in license revenue in the near term. A largeStarTooltransaction with one customer
caused ourStarToolproducts to account for 35% of total licenses revenue in the first quarter of fiscal 2003 versus 25% in the first quarter a year
ago.

Maintenance.Maintenance revenue as a percentage of total revenue was 49% in the current fiscal quarter ended
April 30, 2002 as compared to 38% in the same quarter a year ago. Maintenance revenue increased $0.3 million or 3% to $10.8 million in the current fiscal quarter from
$10.5 million in the same quarter a year ago. The dollar increase reflects growth in installed software licenses base, as new licenses generally include one year of maintenance, renewals of
maintenance agreements by existing customers and, to a lesser extent, maintenance price increases; all partially offset by some cancellations in Comparexmaintenance contracts when the general weakening
of the economy in the U.S. and abroad caused some customers to reevaluate and restrict IT
spending. Maintenance revenue as a percentage of total revenue increased in the current fiscal quarter ended April 30, 2002, when compared to the same quarter a year ago, as a result of reduced
license revenues resulting from the general weakening of the economy and slowdown in IT spending which began predominantly in the second quarter of fiscal 2002.

Professional Services.Professional services revenue as a percentage of total revenue was 7% in the current fiscal quarter
ended April 30, 2002 as compared to 9% in the same quarter a year ago. Professional services revenue decreased $0.9 million or 35% to $1.6 million in the current fiscal quarter
from $2.5 million in the same quarter a year ago. The dollar decrease is predominantly the result of a weak U.S. economy which generated declining license revenues and therefore fewer
consulting opportunities and the deferral of existing consulting projects.

Cost of Revenue

Cost of revenue, which consists of cost of software licenses, cost of maintenance and cost of professional services, was 14% of total revenue in the current
fiscal quarter ended April 30, 2002 as compared to 13% in the same quarter a year ago. Cost of revenue decreased $0.6 million or 16% to $3.0 million in the current fiscal quarter
from $3.6 million in the same quarter a year ago. As a percentage of total revenue, cost of revenue has increased as margin improvements in maintenance have been more than offset by margin
declines in software licenses and professional services.

Software Licenses.Cost of software licenses consists principally of fees associated with our StarTool
FDMproducts and, to a lesser extent, fees associated with integrating third party technology into ourChangeMan DS,
ChangeMan ALMandChangeMan ECPdistributed systems products.Cost of software
licenses as a percentage of total software licenses revenue was 3% in the current fiscal quarter

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ended April 30, 2002 as compared to 1% in the same quarter a year ago. Cost of software licenses increased $0.1 million or 104% to $0.2 million in the current fiscal quarter from
$0.1 million in the same quarter a year ago. In both percentage and absolute dollar terms, the increase is primarily due to increases in fees associated with our StarTool FDMproducts and, to a
lesser extent, fees associated with integrating third party technology into our distributed systems products.

Maintenance.Cost of maintenance consists primarily of salaries, bonuses and other costs associated with our customer support
organizations. Cost of maintenance as a percentage of total maintenance revenue was 13% in the current fiscal quarter ended April 30, 2002 as compared to 14% in the same quarter a year ago.
Cost of maintenance remained relatively unchanged at $1.4 million in both the current fiscal quarter and the same quarter a year ago. The decrease in cost of maintenance as a percentage of
total maintenance revenue is primarily attributable to growth in maintenance revenue coupled with a slight decline in expenses associated with our customer support organizations.

Professional Services.Cost of professional services consists of salaries, bonuses and other costs associated with supporting
our professional services organization. Cost of professional services as a percentage of total professional services revenue was 88% in the current fiscal quarter ended April 30, 2002 as
compared to 84% in the same quarter a year ago. Cost of professional services decreased $0.7 million or 32% to $1.4 million in the current fiscal quarter from $2.1 million in the
same quarter a year ago. As a percentage of total professional services revenues, the increase is predominantly due to the rate of decrease in expenses associated with our professional services
organization, including other infrastructure costs needed to support the professional services revenue, being less than rate of decrease in professional services revenue. The decrease in absolute
dollars is attributable to cost savings initiatives put in place as part of the Company's restructuring plans announced early in the third fiscal quarter of 2002.

Operating Expenses

Sales and Marketing.Sales and marketing expenses consist primarily of salaries, commissions and bonuses, payroll taxes, and
employee benefits as well as travel, entertainment and marketing expenses. Sales and marketing expenses as a percentage of total revenue were 29% in the current fiscal quarter ended April 30,
2002 as compared to 30% in the same quarter a year ago. Sales and marketing expenses decreased $1.8 million or 22% to $6.4 million in the current fiscal quarter from $8.2 million
in the same quarter a year ago. As a percentage of total revenue and in absolute dollar terms, the decrease is attributable to cost savings initiatives put in place as part of the Company's
restructuring plans announced early in the third fiscal quarter of 2002.

Research and Development.Research and development expenses consist primarily of salaries, bonuses, payroll taxes, and
employee benefits and costs attributable to research and development activities. Research and development expenses as a percentage of total revenue were 13% in both the current fiscal quarter ended
April 30, 2002 and the same quarter a year ago. Research and development expenses decreased $0.7 million or 20% to $2.9 million in the current fiscal quarter from
$3.6 million in the same quarter a year ago. In absolute dollar terms, the decrease is primarily attributable to cost savings initiatives put in place as part of the Company's restructuring
plans announced early in the third fiscal quarter of 2002, partially offset by the continued expansion of our research and development efforts to enhance existing products and develop our distributed
systems products.

General and Administrative.General and administrative expenses consist primarily of salaries, bonuses, payroll taxes, and
benefits and certain non-allocable administrative costs, including legal and accounting fees and bad debts. General and administrative expenses as a percentage of total revenue were 8% in
the current fiscal quarter as compared to 5% in the same quarter a year ago. General and administrative expenses increased $0.2 million or 13% to $1.7 million in the current fiscal
quarter from

15

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$1.5 million in the same quarter a year ago. In absolute dollars and as a percentage of total revenue, the increases are predominantly the result of increases in infrastructure and insurance
costs as well as the decrease in total revenues, all partially offset by efficiency gains and cost controls put in place as part of the Company's restructuring plans announced early in the third
fiscal quarter of 2002.

Amortization of Goodwill and Other Intangible Assets.In July 2001, the FASB issued SFAS No. 142, Goodwill and Other Intangibles,which the Company has adopted effective February 1, 2002. Accordingly, with the commencement of fiscal 2003, the
Company no longer amortizes goodwill but instead reviews goodwill for impairment annually. On a prospective basis, we expect amortization expense for our intangible assets with finite lives to be
approximately $1.1 million per quarter through fiscal 2004. These intangible assets will be fully amortized by the end of fiscal 2008. Of the total intangible assets, $1.1 million was
amortized in the current fiscal quarter ended April 30, 2002 as compared to $2.1 million in the same quarter a year ago. The year ago quarter includes amortization of goodwill and
identifiable assets with indefinite lives that is now not being amortized under SFAS 142.

Interest and Other Income, net

Interest and Other Income, net.Interest and other income, net decreased $0.5 million or 27% to $1.2 million in
the current fiscal quarter ended April 30, 2002 from $1.7 million in the same quarter a year ago. The dollar decrease in interest and other income, net is generally due to reduced market
interest rates, partially offset by increases in balances on interest-bearing accounts, such as cash and cash equivalents, and both short and long-term investments, resulting from
accumulation of earnings.

Income Taxes

Income Taxes.Income taxes in absolute dollars were $3.1 million based on an effective tax rate of 38% in the fiscal
quarter ended April 30, 2002. This compares with income taxes of $4.1 million based on an effective tax rate of 41% in the same fiscal quarter a year ago. The decrease in the effective
tax rate from April 30, 2001 to April 30, 2002 is primarily due to a projected decrease in nondeductible charges resulting from the elimination of goodwill amortization which became
effective upon the Company's adoption of SFAS No. 142 on February 1, 2002. The decrease in income taxes in absolute dollars from April 30, 2001 to April 30, 2002 is due to
the decrease in the effective tax rate from the year ago quarter combined with a decrease in taxable income from the year ago quarter.

Liquidity and Capital Resources

Since SERENA's inception, we have financed our operations and met our capital requirements through cash flows from operations. As of April 30, 2002, SERENA
had $78.5 million in cash and cash equivalents and an additional $45.3 million and $42.6 million in short and long-term investments, respectively, consisting
principally of high grade commercial paper, certificates of deposit, and short and long-term bonds. Cash flows provided by operating activities were $10.3 million and
$9.9 million in the current fiscal quarter ended April 30, 2002 and the same quarter a year ago, respectively. In the current fiscal quarter, SERENA's cash flows provided by operating
activities exceeded net income principally due to an increase in income taxes payable, the inclusion of non-cash expenses in net income and cash collections in advance of revenue
recognition for maintenance contracts; all partially offset by an increase in prepaid expenses and other assets. In the same quarter a year ago, SERENA's cash flows provided by operating activities
exceeded net income principally due to the inclusion of non-cash expenses in net income and an increase in income taxes payable; all partially offset by a decrease in income taxes payable
and an increase in accounts receivable. In both the current fiscal quarter and the same quarter a year ago, cash used in investing activities were related to the net purchase of short and
long-term investments totaling $17.1 million and $4.6 million, respectively, and to a lesser extent,
purchases of computer equipment and office furniture and equipment totaling $0.8 million and $0.7 million, respectively. In the current fiscal quarter, cash flows from financing

16

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activities were entirely related to the exercise of stock options under the employee stock option plan totaling $0.1 million. In the same quarter a year ago, cash flows from financing
activities were predominantly related to payment of principal on notes receivable from stockholders totaling $1.0 million and, to a lesser extent, the exercise of stock options under the
employee stock option plan totaling $0.4 million.

At
April 30, 2002, the Company did not have any material commitments for capital expenditures and had no revolving credit agreements or other term loan agreements with any banks
or other financial institutions.

At
April 30, 2002, the Company had working capital of $102.5 million, trade accounts receivable, net of allowances, of $14.0 million and total deferred revenues of
$32.0 million.

We
believe that current cash and short-term investments, and cash flows from operations will satisfy our working capital and capital expenditure requirements for at least the
next twelve months.

Effect of Recent Accounting Pronouncements

In August 2001, the FASB issued SFAS No. 143,Accounting for Asset Retirement Obligations. SFAS
No. 143 requires an enterprise to record the fair value of an asset retirement obligation as a liability in the period in which it incurs a legal obligation associated with the retirement of a
tangible long-lived asset. SFAS No. 143 also requires an enterprise to record the contra to the initial obligation as an increase in the carrying amount of the related
long-lived asset (i.e., the associated asset retirement costs) and to depreciate that cost over the remaining useful life of the asset. The amount of the asset retirement obligation is
revised at the end of each period to reflect the passage of time (i.e., accretion expense) and changes in the estimated future cash flows underlying the initial fair value measurement. The Company is
required to adopt SFAS No. 143 as of February 1, 2003. The Company does not expect SFAS No. 143 to have a material impact on its financial position or results of operations.

Factors That May Affect Future Results

This report, including this Management's Discussion and Analysis of Financial Condition and Results of Operations, contains
forward-looking statements under the Private Securities Reform Act of 1995 and other prospective information relating to future events. These forward-looking statements and other prospective
information are subject to certain risks and uncertainties that could cause results to differ materially from
historical results or anticipated results, including but are not limited to, our reliance on our mainframe products for revenue; the percentage of license revenue typically closed at the end of each
quarter making estimation of operating results prior to the end of the quarter extremely uncertain; weak economic conditions worldwide which may continue to affect the overall demand for software and
services, which could result in decreased revenues or lower revenue growth rates; changes in revenue mix and seasonality; our ability to deliver our products on the distributed systems platform;
dependence on revenues from our installed base; continued demand for additional mainframe MIPS capacity; expansion of our professional services and international organizations; our ability to manage
our growth; and the following:

There Are Many Factors, Including Some Beyond Our Control, That May Cause Fluctuations in Our Quarterly Operating Results

Our quarterly operating results have varied greatly in the past and may vary greatly in the future depending upon a number of factors described below and
elsewhere in this "Factors That May Affect Future Results" section of this report, including many that are beyond our control. As a result, we believe that quarter-to-quarter
comparisons of our financial results are not necessarily meaningful, and you should not rely on them as an indication of our future performance.

17

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Our
software license revenue in any quarter depends on orders booked and shipped in the last month, weeks or days of that quarter. At the end of each quarter, we typically have either
minimal or no backlog of orders for the subsequent quarter. If a large number of orders or several large orders do not occur or are deferred, our revenue in that quarter could be substantially
reduced. This would materially adversely affect our operating results and could impair our business in future periods.

Because
we do not know when, or if, our potential customers will place orders and finalize contracts, we cannot accurately predict our revenue and operating results for future quarters.
In addition, as a result of the economic slowdown worldwide, a number of customers have delayed discretionary spending for software and hardware which has reduced our revenue. Additionally, sales
cycles beginning in fiscal 2002 lengthened as customers delayed decisions to purchase our products and increase capacity on mainframe computers. Historically, a majority of our revenue has been
attributable to the licenses of our mainframe software products. Changes in the mix of software products and services sold by us, including the mix between higher margin software products and lower
margin maintenance and services, could materially affect our operating results for future quarters.

Economic Conditions Could Adversely Affect Our Revenue Growth and Ability to Forecast Revenue

The revenue growth and profitability of our business depends on the overall demand for application software and services. Because our sales are primarily to major
corporate customers, our business also
depends on general economic and business conditions. The general weakening of the worldwide economy has caused the Company to experience a decrease in revenues and revenue growth rates of its software
licenses. A softening of demand for computer software caused by a continued weakening of the economy, domestically or internationally, may result in a continued decrease in revenues and revenue growth
rates.

Management
personnel identify, track and forecast future revenues, backlog and trends in our business. Our sales personnel monitor the status of all proposals, such as the estimated date
when they estimate that a transaction will close and the potential dollar amount of such sale. We aggregate these estimates periodically in order to generate a sales pipeline and then evaluate the
pipeline at various times to look for trends in our business. While this pipeline analysis provides visibility to our potential customers and the associated revenues for budgeting and planning
purposes, these pipeline estimates may not consistently correlate to revenues in a particular quarter or ever. A slowdown in the economy, domestically or internationally, has caused and may continue
to cause customer purchasing decisions to be delayed, reduced in amount or cancelled, all of which have reduced and could continue to reduce the rate of conversion of the pipeline into contracts. A
variation in the pipeline or in the conversion of the pipeline into contracts could cause us to plan or budget improperly and thereby could adversely affect our business or results of operations. In
addition, primarily due to a substantial portion of our software licenses revenue contracts closing in the latter part of a quarter, management may not be able to adjust the Company's cost structure
in response to a variation in the conversion of the pipeline into contracts in a timely manner, and thereby adversely affect our business or results of operations.

Our Future Revenue Is Substantially Dependent Upon Our Installed Customers Renewing Maintenance Agreements for Our Products and Licensing or Upgrading Additional SERENA ECM
Products; Our Future Professional Service and Maintenance Revenue Is Dependent on Future Sales of Our Software Products

We depend on our installed customer base for future revenues from maintenance renewal fees and licenses or upgrades of additional ECM products. If our customers
do not purchase additional products, upgrade existing products or cancel or fail to renew their maintenance agreements, this could materially adversely affect our business and future quarterly and
annual operating results. The terms of our standard license arrangements provide for a one-time license fee and a prepayment of one year of software maintenance and support fees. The
maintenance agreements are renewable annually at the

18

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option of the customers and there are no minimum payment obligations or obligations to license additional software. Therefore, our current customers may not necessarily generate significant
maintenance revenue in future periods. In addition, our customers may not necessarily purchase additional products, upgrades or professional services. Our professional service revenue and maintenance
revenue are also dependent upon the continued use of these services by our installed customer base. Any downturn in our software license revenue would have a negative impact on the growth of our
professional service revenue and maintenance revenue in future quarters.

We Have Relied and Expect to Continue to Rely on Sales of Our Mainframe Products for Our Revenue

Historically, the majority of our software license revenue has resulted from the sale of our mainframe products. Any factors adversely affecting the pricing of,
demand for or market acceptance of our mainframe products, such as competition or technological change, could materially adversely affect our business and quarterly and annual operating results. In
particular,ChangeMan ZMFandComparex, two of our mainframe products, have been responsible for a
substantial majority of our revenue. In the current fiscal quarter ended April 30, 2002, sales ofChangeMan ZMFand Comparextogether accounted for
approximately 51% of our total software licenses revenue. We expect that these products will continue to account for a
large portion of our software licenses revenue for the foreseeable future. Our future operating results depend on the continued market acceptance of our mainframe products, including future
enhancements.

We Expect That Our Operating Expenses Will Increase in the Future and These Increased Expenses May Adversely Affect Our Future Operating Results and Financial Condition

Although SERENA has been profitable in recent years, we may not remain profitable on a quarterly or annual basis in the future. We anticipate that our expenses
will increase in the foreseeable future as we:



With
these additional expenses, in order to maintain our current levels of profitability, we will be required to increase our revenue correspondingly. Any failure to increase our revenue
as we implement our product, service and distribution strategies would materially adversely affect our business, quarterly and annual operating results and financial condition. Our revenue has
fluctuated in recent years and we may not experience any revenue growth in the future and our revenue could in fact decline. Our efforts to expand our software product suites, sales and marketing
activities, direct and indirect distribution
channels and professional service offerings and to pursue strategic relationships or acquisitions may not succeed or may prove more expensive than we currently anticipate. As a result, we cannot
predict our future operating results with any degree of certainty.

Our Business Is Dependent on the Continued Market for IBM and IBM-Compatible Mainframes

We are substantially dependent upon the continued use and acceptance of IBM and IBM-compatible mainframes and the growth of this market. If the role
of the mainframe does not increase as we anticipate, or if it in any way decreases, this would materially adversely affect our business, future quarterly and annual operating results and financial
condition. Additionally, if there is

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a wide acceptance of other platforms or if new platforms emerge that provide enhanced enterprise server capabilities, our business and future operating results may be materially adversely affected.
The majority of our software license revenue to date has been attributable to sales of our mainframe products. We expect that, for the foreseeable future, the majority of our software license revenue
will continue to come from sales of our mainframe products. As a result, future sales of our existing products and associated maintenance revenue and professional service revenue will depend on
continued use of mainframes.

Our Introduction of SERENA ECM Products for Distributed Systems May Not Be Successful

We introduced ourChangeMan DSproduct in fiscal 2000, ourChangeMan
ALMandChangeMan ECPproducts in fiscal 2001, ourChangeMan WCMproduct in the
first quarter of fiscal 2002 and ourChangeMan ZDDproduct in the first quarter of fiscal 2003. We are currently developing new products and enhancing
our product suite to support additional distributed systems platforms. If we do not successfully develop, market, sell and support our distributed systems products, this would materially adversely
affect our business and our future quarterly and annual operating results. Historically, the majority of our products have been designed for the mainframe platform, and the majority of our software
license revenue, maintenance revenue and professional services revenue to date have been attributable to licenses for these mainframe products. We have limited experience developing, marketing,
selling or supporting distributed systems products. Developing, marketing and selling our distributed systems products will require significant resources that we may not have. Our sales and marketing
organizations have historically focused exclusively on sales of our products for the mainframe and have limited experience marketing and selling distributed systems products. Additionally, we have
limited experience in providing support services for distributed systems products. Competition for experienced software engineers, sales personnel and support staff is intense and if we fail to
attract qualified personnel this would impair our ability to support our distributed systems products. Many of our competitors have substantially greater experience providing distributed systems
compatible software products than we do, and many also have significantly greater financial and organizational resources.

If the SCM Market Does Not Evolve as We Anticipate, Our Business Will Be Adversely Affected

If we fail to properly assess and address the SCM market or if our products and services fail to achieve market acceptance for any reason, our business and
quarterly and annual operating results would be materially adversely affected. The SCM market is in an early stage of development. IT organizations have traditionally addressed SCM needs internally
and have only recently become aware of the benefits of third-party SCM solutions as their SCM requirements have become more complex. Since the market for our products is still evolving, it is
difficult to assess the competitive environment or the size of the market that may develop. Our future financial performance will depend in large part on the continued growth in the number of
businesses adopting third-party SCM products and the expansion of their use on a company-wide basis. The SCM market for third-party products may grow more slowly than we anticipate. In
addition, technologies, customer requirements and industry standards may change rapidly. If we cannot improve or augment our products as rapidly as existing technologies, customer requirements and
industry standards evolve, our products or services could become obsolete. The introduction of new or technologically superior products by competitors could also make our products less competitive or
obsolete. As a result of any of these factors, our position in existing markets or potential markets could be eroded.

Any Delays in Our Normally Lengthy Sales Cycles Could Result in Significant Fluctuations in Our Quarterly Operating Results

Our sales cycle typically takes six to 18 months to complete and varies from product to product. Any delay in the sales cycle of a large license or a
number of smaller licenses could result in significant

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fluctuations in our quarterly operating results. The length of the sales cycle may vary depending on a number of factors over which we may have little or no control, including the size and complexity
of a potential transaction and the level of competition that we encounter in our selling activities. Beginning in fiscal 2002, we have experienced an overall lengthening of sales cycles as customers
delayed purchases or customers reduced budgets as a result of economic conditions. Additionally, the emerging market for ECM products and services contributes to the lengthy sales process in that
during the sales cycle we often have to teach potential customers about the use and benefits of our products. In certain circumstances, we license our software to customers on a trial basis to assist
the customers in their evaluation of our products. Our sales cycle can be further extended for product sales made through third party distributors.

Seasonal Trends in Sales of Our Software Products May Affect Our Quarterly Operating Results

We have experienced and expect to continue to experience seasonality in sales of our software products. These seasonal trends materially affect our
quarter-to-quarter operating results. Revenue and operating results in our quarter ending January 31 are typically higher relative to our other quarters, because many
customers make purchase decisions based on their calendar year-end budgeting requirements. In addition, our January quarter tends to reflect the effect of the incentive compensation
structure for our sales organization, which is based on satisfaction of fiscal year-end quotas. As a result, we have historically experienced a substantial decline in revenue in the first
quarter of each fiscal year relative to the preceding quarter. We expect our quarter ending October 31 to reflect the effects of summer slowing of international business activity and spending
activity generally associated with that time of year.

We May Experience Delays in Developing Our Products Which Could Adversely Affect Our Business

If we are unable, for technological or other reasons, to develop and introduce new and improved products in a timely manner, this could materially adversely
affect our business and future quarterly and annual operating results. We have experienced product development delays in new version and update releases in the past and may experience similar or more
significant product delays in the future. To date, none of these delays has materially affected our business. Difficulties in product development could delay or prevent the successful introduction or
marketing of new or improved products or the delivery of new versions of our products to our customers. Any delay in releasing our new distributed systems products, for whatever reason, would impair
our revenue growth.

We Intend to Expand Our International Operations and May Encounter a Number of Problems in Doing So; There Are Also a Number of Factors Associated With International Operations
that Could Adversely Affect Our Business

Expansion of International Operations.We intend to expand the scope of our international operations, although more slowly
than in prior years, and currently have sales subsidiaries in the United Kingdom, Germany, France and Belgium. If we are unable to expand our international operations successfully and in a timely
manner, or if these operations experienced declining revenue growth, this could materially adversely affect our business and quarterly and annual operating results. We have only limited experience in
marketing, selling and supporting our products internationally. Additionally, we do not have any experience in developing foreign language versions of our products. Such development may be more
difficult or take longer than we anticipate. We may not be able to successfully market, sell, deliver and support our products internationally.

Risks of International Operations.International sales represented approximately 52% and 33% of our total licenses revenue in
the current fiscal quarter ended April 30, 2002 and the same quarter a year ago, respectively. Our international revenue is attributable principally to our European operations. Our
international operations are, and any expanded international operations will be, subject to a variety

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of risks associated with conducting business internationally that could materially adversely affect our business and future quarterly and annual operating results, including the following:



Fluctuations in the Value of Foreign Currencies Could Result in Currency Transaction Losses for SERENA

A majority of our international business is conducted in foreign currencies, principally the British pound and euro. Fluctuations in the value of foreign
currencies relative to the U.S. dollar will continue to cause currency transaction gains and losses. We cannot predict the effect of exchange rate fluctuations upon future quarterly and annual
operating results. We may experience currency losses in the future. To date, we have not adopted a hedging program to protect SERENA from risks associated with foreign currency fluctuations.

SERENA is Subject to Intense Competition in the SCM Industry and We Expect to Face Increased Competition in the Future, Including Competition in the SCM Distributed Systems
Market

We may not be able to compete successfully against current or future competitors and such inability would materially adversely affect our business, quarterly and
annual operating results and financial condition. The market for our products is highly competitive and diverse. Moreover, the technology for
SCM products may change rapidly. New products are frequently introduced, and existing products are continually enhanced. Competition may also result in changes in pricing policies by SERENA or our
competitors which could materially adversely affect our business and future quarterly and annual operating results. Competitors vary in size and in the scope and breadth of the products and services
that they offer. Many of our current and potential competitors have greater financial, technical, marketing and other resources than we do. As a result, they may be able to respond more quickly to new
or emerging technologies and changes in customer requirements. They may also be able to devote greater resources to the development, promotion and sale of their products than we can.

Mainframe Competition.We currently face competition from a number of sources, including:



Competition in the Distributed Systems SCM Market.We also face significant competition as we develop, market and sell our
distributed systems products, includingChangeMan DS,ChangeMan ALM,ChangeMan
ECPandChangeMan WCM. If we are unable to successfully penetrate the distributed systems SCM market, our business and future
quarterly and annual operating results will be materially

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adversely affected. Penetrating the existing distributed systems SCM market will be difficult. Competitors in the distributed systems market include Rational Software, Computer Associates, MERANT,
Microsoft, Interwoven, Documentum, Vignette and other smaller private companies.

Future Competition.We may face competition in the future from established companies who have not previously entered the
mainframe SCM market, from emerging software companies, or from other web content management software companies. Barriers to entry in the software market are relatively low. Increased competition may
materially adversely affect our business and future quarterly and annual operating results due to price reductions, reduced gross margins and reduction in market share. Established companies may not
only develop their own mainframe or distributed systems SCM solutions, but they may also acquire or establish cooperative relationships with our current competitors, including cooperative
relationships between large, established companies and smaller private companies. Because larger companies have significant financial and organizational resources available, they may be able to
quickly penetrate the mainframe or distributed systems SCM market through acquisitions or strategic relationships and may be able to leverage the technology and expertise of smaller companies and
develop successful SCM products for the mainframe. We expect that the software industry, in
general, and providers of SCM solutions, in particular, will continue to consolidate. It is possible that new competitors or alliances among competitors may emerge and rapidly acquire significant
market share.

Bundling or Compatibility Risks.Our ability to sell our products also depends, in part, on the compatibility of our products
with other third party products, particularly those provided by IBM. Developers of these third party products may change their products so that they will no longer be compatible with our products.
These third party developers may also decide to bundle their products with other SCM products for promotional purposes. If that were to happen, our business and future quarterly and annual operating
results may be materially adversely affected as we may be priced out of the market or no longer be able to offer commercially viable products.

We May Be Unable to Successfully Complete Strategic Relationships or Acquisitions

We may be unable to successfully complete strategic relationships or acquisitions in pursuit of our growth strategy. One component of our growth strategy,
entering into strategic relationships or the strategic acquisition of businesses, involves certain risks, including, among others, the following:



In
addition, any such acquisition could materially adversely affect our financial results due to dilutive issuances of equity securities, the incurrence of additional debt and the
amortization of expenses or impairment of value related to goodwill and other intangible assets, if any.

Our Executive Officers and Certain Key Personnel Are Critical to Our Business and Such Officers and Key Personnel May Not Remain with SERENA in the Future

Our success will depend to a significant extent on the continued service of our senior executives and certain other key employees, including certain sales,
consulting, technical and marketing personnel. If we lost the services of one or more of our executives or key employees, including if one or more of our executives or key employees decided to join a
competitor or otherwise compete directly or

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indirectly with SERENA, this could materially adversely affect our business. In particular, we have historically relied on the experience and dedication of our product authors. With the exception of
Douglas D. Troxel, SERENA's founder, Chief Technology Officer and member of SERENA's board of directors, the employment of all of our senior and key employees, including key product authors, is at
will. Mr. Troxel's employment is on a year-to-year basis. In addition, we do not maintain key man life insurance on our employees and have no plans to do so.

Our Industry Changes Rapidly Due to Evolving Technology Standards and Our Future Success Will Depend on Our Ability to Continue to Meet the Sophisticated Needs of Our Customers

Our future success will depend on our ability to address the increasingly sophisticated needs of our customers by supporting existing and emerging hardware,
software, database and networking platforms particularly for our distributed systems products. We will have to develop and introduce enhancements to our existing products and new products on a timely
basis to keep pace with technological developments, evolving industry standards and changing customer requirements. We expect that we will have to respond quickly to rapid technological change,
changing customer needs, frequent new product introductions and evolving industry standards that may render existing products and services obsolete. As a result, our position in existing markets or
potential markets could be eroded rapidly by product advances. The life cycles of our products are difficult to estimate. Our growth and future financial performance will depend in part upon our
ability to enhance existing applications, develop and introduce new applications that keep pace with technological advances, meet changing customer requirements and respond to competitive products. We
expect that our product development efforts will continue to require substantial investments. We may not have sufficient resources to make the necessary investments. Any of these events could have a
material adverse effect on our business, quarterly and annual operating results and financial condition.

Our Share Price Has Been, and Will Likely Continue to Be, Volatile

The market price of our common shares has fluctuated significantly in recent months, and we expect that the market price of our common shares may fluctuate
substantially as a result of variations in our quarterly operating results and market conditions. These fluctuations may be exaggerated if the trading
volume of our common shares is low. In addition, the market price of our common shares may fluctuate dramatically in response to a variety of factors, including:



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Because
of this volatility, we may fail to meet the expectations of our stockholders or of securities analysts at some time in the future and the trading prices of our securities could
decline as a result.

In
addition, equity securities of many technology companies have recently experienced significant price and volume fluctuations. These price and volume fluctuations are sometimes
unrelated to the operating performance of the affected companies. Volatility in the market price of our common shares could result in securities class action litigation. This type of litigation,
regardless of the outcome, could result in substantial costs to us and a diversion of our management's attention and resources.

Third Parties in the Future Could Assert That Our Products Infringe Their Intellectual Property Rights, Which Could Adversely Affect Our Business

Third parties may claim that our current or future products infringe their proprietary rights. Any claims of this type could affect our relationships with
existing customers and may prevent future customers from licensing our products. Because we are dependent upon a limited number of products, any such claims, with or without merit, could be time
consuming, result in costly litigation, cause product shipment delays or require us to enter into royalty or licensing agreements. Royalty or license agreements may not be available on acceptable
terms or at all. We expect that software product developers will increasingly be subject to infringement claims as the number of products and competitors in the software industry segment grows and the
functionality of products in different industry segments overlaps. As a result of these factors, infringement claims could materially adversely affect our business.

We May Not Be Able to Recruit and Retain the Personnel We Need to Succeed

Our future success will likely depend in large part on our ability to attract and retain additional experienced sales, technical, marketing and management
personnel. In addition, we will need to attract and retain sufficient numbers of qualified software engineers, as well as sales and marketing and support personnel, to successfully develop, market and
support our distributed systems product suite. Competition for such personnel in the computer software industry is intense, and in the past we have
experienced difficulty in recruiting qualified personnel, especially developers and sales personnel. We expect competition for qualified personnel to remain intense, and we may not succeed in
attracting or retaining such personnel. If we do not, this could materially adversely affect our business and future quarterly and annual operating results. In addition, new employees generally
require substantial training in the use of our products. This training will require substantial resources and management attention.

Errors in Our Products or the Failure of Our Products to Conform to Specifications Could Result in Our Customers Demanding Refunds from Us or Asserting Claims for Damages
Against Us

Because our software products are complex, they often contain errors or "bugs" that can be detected at any point in a product's life cycle. While we continually
test our products for errors and work with customers through our customer support services to identify and correct bugs in our software, we expect that errors in our products will continue to be found
in the future. Although many of these errors may prove to be immaterial, certain of these errors could be significant. Detection of any significant errors may result in, among other things, loss of,
or delay in, market acceptance and sales of our products, diversion of development resources, injury to our reputation, or increased service

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and warranty costs. These problems could materially adversely affect our business and future quarterly and annual operating results. In the past we have discovered errors in certain of our products
and have experienced delays in the shipment of our products during the period required to correct these errors. These delays have principally related to new version and product update releases. To
date none of these delays have materially affected our business. However, product errors or delays in the future, including any product errors or delays associated with the introduction of our
distributed systems products, could be material. In addition, in certain cases we have warranted that our products will operate in accordance with specified customer requirements. If our products fail
to conform to such specifications, customers could demand a refund for the software license fee paid to us or assert claims for damages.

Product Liability Claims Asserted Against Us in the Future Could Adversely Affect Our Business

We may be subject to claims for damages related to product errors in the future. A material product liability claim could materially adversely affect our
business. Our license agreements with our customers typically contain provisions designed to limit exposure to potential product liability claims. SERENA's standard software licenses provide that if
our products fail to perform, we will correct or replace such products. If these corrective measures fail, we may be required to refund the license fee for such non-performing product.
However, our standard license agreement limits our liability for non-performing products to the amount of license fee paid, if the license has been in effect for less than one year, or to
the amount of the licensee's current annual maintenance fee, if the license is more than one year old. Our standard license also provides that SERENA shall not be liable for indirect or consequential
damages caused by the failure of our products. Such limitation of liability provisions may, however, not be effective under the laws of certain jurisdictions to the extent local laws treat certain
warranty exclusions as unenforceable. Although we have not experienced any product liability claims to date, the sale and support of our products entail the risk of such claims.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

The Company does not have derivative financial instruments in its investment portfolio and has no foreign exchange contracts. Its financial instruments consist of
cash and cash equivalents, short and long-term investments, trade accounts receivable and accounts payable. The Company considers investments in highly liquid instruments purchased with a
remaining maturity of 90 days or less to be cash equivalents. All of the Company's cash equivalents and short and long-term investments principally consist of commercial paper and
debt securities, and are classified as available-for-sale as of April 30, 2002. The Company's exposure to market risk for changes in interest rates relates primarily to
its short and long-term investments and short-term obligations, thus, a hypothetical 10% fluctuation in interest rates would not have a material impact on the fair value of
these securities.

Sales
to foreign countries accounted for approximately 31% of the total revenue during the quarter ended April 30, 2002. Because the Company invoices certain of its foreign sales
in currencies other than the United States dollar, predominantly the British pound sterling and euro, and does not hedge these transactions, fluctuations in exchange rates could adversely affect the
translated results of operations of the Company's foreign subsidiaries. Therefore, foreign exchange fluctuation could create a risk of significant balance sheet gains or losses on the Company's
consolidated financial statements. However, given the Company's foreign subsidiaries' net book values as of April 30, 2002 and net cash flows for the most recent fiscal quarter then ended and
fiscal year ended January 31, 2002, the Company does not believe that a hypothetical 10% fluctuation in foreign currency exchange rates would have a material impact on our financial position or
results of operations.

Intangible Asset Risk.We have a substantial amount of intangible assets. Although at April 30, 2002 we believe our
intangible assets are recoverable, changes in the economy, the business in which we operate and our own relative performance could change the assumptions used to evaluate intangible

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asset recoverability. We continue to monitor those assumptions and their consequent effect on the estimated recoverability of our intangible assets.

PART IIOTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Not applicable.

ITEM 2. CHANGE IN SECURITIES AND USE OF PROCEEDS

Not applicable.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.

ITEM 5. OTHER INFORMATION

Not applicable.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K





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SIGNATURES

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

| |  | SERENA SOFTWARE, INC.
| |  | ---------------------
| |  | By:                  

Date:
June 14, 2002

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