##### Table of Contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-Q



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(MARK ONE)



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



FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 2005



OR



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



FOR THE TRANSITION PERIOD FROM
 TO



COMMISSION FILE NO. 000-25285



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SERENA SOFTWARE, INC.

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|DELAWARE                                                       |  | 94-2669809                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



2755 CAMPUS DRIVE,
3rdFLOOR, 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  x    No ̈



Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Securities Exchange Act of 1934).    Yes  x    No ̈



Indicate by check mark
whether the Registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).    Yes ̈No  x



The number of shares of the registrants Common Stock, par value $0.001, outstanding as of November 30, 2005 was 41,352,416.



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##### Table of Contents

INDEX



|                             |  |                                                                                                                      |  |     
|---------------------------- |  | -------------------------------------------------------------------------------------------------------------------- |  | ----
|                             |  |                                                                                                                      |  | Page
|PART I FINANCIAL INFORMATION |  |                                                                                                                     
|                             |  |                                                                                                                     
|Item 1                       |  | Financial Statements:                                                                                                |  |     
|                             |  |                                                                                                                     
|                             |  | Condensed Consolidated Balance Sheets as of October 31, 2005 and January 31, 2005                                    |  | 3   
|                             |  |                                                                                                                     
|                             |  | Condensed Consolidated Statements of Operations for the Three Months and Nine Months Ended October 31, 2005 and 2004 |  | 4   
|                             |  |                                                                                                                     
|                             |  | Condensed Consolidated Statements of Cash Flows for the Nine Months Ended October 31, 2005 and 2004                  |  | 5   
|                             |  |                                                                                                                     
|                             |  | Notes to Condensed Consolidated Financial Statements                                                                 |  | 6   
|                             |  |                                                                                                                     
|Item 2                       |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                |  | 19  
|                             |  |                                                                                                                     
|Item 3                       |  | Quantitative and Qualitative Disclosures About Market Risk                                                           |  | 45  
|                             |  |                                                                                                                     
|Item 4                       |  | Controls and Procedures                                                                                              |  | 46  
|                             | 
|PART II OTHER INFORMATION    |  |                                                                                                                     
|                             |  |                                                                                                                     
|Item 1                       |  | Legal Proceedings                                                                                                    |  | 48  
|                             |  |                                                                                                                     
|Item 2                       |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                          |  | 48  
|                             |  |                                                                                                                     
|Item 3                       |  | Defaults Upon Senior Securities                                                                                      |  | 48  
|                             |  |                                                                                                                     
|Item 4                       |  | Submission of Matters to a Vote of Security Holders                                                                  |  | 48  
|                             |  |                                                                                                                     
|Item 5                       |  | Other Information                                                                                                    |  | 48  
|                             |  |                                                                                                                     
|Item 6                       |  | Exhibits                                                                                                             |  | 49  
|                             | 
|SIGNATURES                   |  | 50                                                                                                                  



2



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##### Table of Contents

PART IFINANCIAL INFORMATION



ITEM 1.    FINANCIAL STATEMENTS



SERENA SOFTWARE, INC.



Condensed
Consolidated Balance Sheets



(In thousands, except share
data)

(Unaudited)



|                                                                                                                                                                       |  |                  |         |   |                  |   |         |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------- | ------- | - | ---------------- | - | ------- | -
|                                                                                                                                                                       |  | October 31, 2005 |         |   | January 31, 2005 |  
|ASSETS                                                                                                                                                                 |  |                  |         |   |                  |   |         |  
|Current assets:                                                                                                                                                        |  |                  |         |   |                  |   |         |  
|Cash and cash equivalents                                                                                                                                              |  | $                | 98,953  |   |                  | $ | 133,330 |  
|Restricted cash                                                                                                                                                        |  |                  | 3,300   |   |                  |   | 3,300   |  
|Short-term investments                                                                                                                                                 |  |                  | 56,873  |   |                  |   | 16,778  |  
|Accounts receivable, net of allowance of $152 and $1,700 at October 31 and January 31, 2005, respectively                                                              |  |                  | 37,266  |   |                  |   | 40,988  |  
|Deferred taxes, net                                                                                                                                                    |  |                  | 12,267  |   |                  |   | 12,267  |  
|Prepaid expenses and other current assets                                                                                                                              |  |                  | 5,182   |   |                  |   | 4,964   |  
|                                                                                                                                                                       |  |                  |         |   |                  |   |         |  
|Total current assets                                                                                                                                                   |  |                  | 213,841 |   |                  |   | 211,627 |  
|Long-term investments                                                                                                                                                  |  |                  | 40,600  |   |                  |   | 39,095  |  
|Restricted cash, non-current                                                                                                                                           |  |                  | 1,590   |   |                  |   | 3,157   |  
|Property and equipment, net                                                                                                                                            |  |                  | 5,856   |   |                  |   | 5,722   |  
|Goodwill                                                                                                                                                               |  |                  | 316,639 |   |                  |   | 323,671 |  
|Other intangible assets, net                                                                                                                                           |  |                  | 94,072  |   |                  |   | 107,790 |  
|Other assets                                                                                                                                                           |  |                  | 3,039   |   |                  |   | 4,057   |  
|                                                                                                                                                                       |  |                  |         |   |                  |   |         |  
|TOTAL ASSETS                                                                                                                                                           |  | $                | 675,637 |   |                  | $ | 695,119 |  
|                                                                                                                                                                       |  |                  |         |   |                  |   |         |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                   |  |                  |         |   |                  |   |         |  
|Current liabilities:                                                                                                                                                   |  |                  |         |   |                  |   |         |  
|Accounts payable                                                                                                                                                       |  | $                | 2,312   |   |                  | $ | 3,415   |  
|Income taxes payable                                                                                                                                                   |  |                  | 29,546  |   |                  |   | 27,667  |  
|Accrued expenses                                                                                                                                                       |  |                  | 23,803  |   |                  |   | 26,103  |  
|Accrued interest on subordinated notes                                                                                                                                 |  |                  | 1,238   |   |                  |   | 413     |  
|Deferred revenue                                                                                                                                                       |  |                  | 63,868  |   |                  |   | 63,152  |  
|                                                                                                                                                                       |  |                  |         |   |                  |   |         |  
|Total current liabilities                                                                                                                                              |  |                  | 120,767 |   |                  |   | 120,750 |  
|Deferred revenue, net of current portion                                                                                                                               |  |                  | 10,006  |   |                  |   | 13,110  |  
|Long-term liabilities                                                                                                                                                  |  |                  | 2,140   |   |                  |   | 2,660   |  
|Deferred taxes                                                                                                                                                         |  |                  | 35,552  |   |                  |   | 40,983  |  
|Subordinated notes                                                                                                                                                     |  |                  | 220,000 |   |                  |   | 220,000 |  
|                                                                                                                                                                       |  |                  |         |   |                  |   |         |  
|Total liabilities                                                                                                                                                      |  |                  | 388,465 |   |                  |   | 397,503 |  
|                                                                                                                                                                       |  |                  |         |   |                  |   |         |  
|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; 41,198,750 and 42,266,206 shares issued and outstanding at October 31 and
January 31, 2005, respectively |  |                  | 41      |   |                  |   | 42      |  
|Additional paid-in capital                                                                                                                                             |  |                  | 148,659 |   |                  |   | 177,750 |  
|Deferred stock-based compensation                                                                                                                                      |  |                  | (9,339  | ) |                  |   | (1,092  | )
|Accumulated other comprehensive loss                                                                                                                                   |  |                  | (4,917  | ) |                  |   | (4,646  | )
|Retained earnings                                                                                                                                                      |  |                  | 152,728 |   |                  |   | 125,562 |  
|                                                                                                                                                                       |  |                  |         |   |                  |   |         |  
|Total stockholders equity                                                                                                                                             |  |                  | 287,172 |   |                  |   | 297,616 |  
|                                                                                                                                                                       |  |                  |         |   |                  |   |         |  
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                             |  | $                | 675,637 |   |                  | $ | 695,119 |  
|                                                                                                                                                                       |  |                  |         |   |                  |   |         |  



See accompanying notes
to condensed consolidated financial statements.



3



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##### Table of Contents

SERENA SOFTWARE, INC.



Condensed
Consolidated Statements of Operations



For the Three
Months and Nine Months Ended October 31, 2005 and 2004



(In thousands, except per share data)

(Unaudited)



|                                                                                                |  |                               |        |   |                              |   |        |      |  |   |         |   |  |   |         |  
|----------------------------------------------------------------------------------------------- |  | ----------------------------- | ------ | - | ---------------------------- | - | ------ | ---- |  | - | ------- | - |  | - | ------- | -
|                                                                                                |  | Three Months EndedOctober 31, |        |   | Nine Months EndedOctober 31, |  
|                                                                                                |  | 2005                          |        |   | 2004                         |   |        | 2005 |  |   | 2004    |  
|Revenue:                                                                                        |  |                               |        |   |                              |   |        |      |  |   |         |   |  |   |         |  
|Software licenses                                                                               |  | $                             | 22,511 |   |                              | $ | 22,124 |      |  | $ | 63,510  |   |  | $ | 57,379  |  
|Maintenance                                                                                     |  |                               | 34,156 |   |                              |   | 27,623 |      |  |   | 101,370 |   |  |   | 68,120  |  
|Professional services                                                                           |  |                               | 8,254  |   |                              |   | 6,894  |      |  |   | 20,755  |   |  |   | 16,843  |  
|                                                                                                |  |                               |        |   |                              |   |        |      |  |   |         |   |  |   |         |  
|Total revenue                                                                                   |  |                               | 64,921 |   |                              |   | 56,641 |      |  |   | 185,635 |   |  |   | 142,342 |  
|                                                                                                |  |                               |        |   |                              |   |        |      |  |   |         |   |  |   |         |  
|Cost of revenue:                                                                                |  |                               |        |   |                              |   |        |      |  |   |         |   |  |   |         |  
|Software licenses                                                                               |  |                               | 846    |   |                              |   | 930    |      |  |   | 2,368   |   |  |   | 2,280   |  
|Maintenance                                                                                     |  |                               | 3,327  |   |                              |   | 3,145  |      |  |   | 10,014  |   |  |   | 7,859   |  
|Professional services                                                                           |  |                               | 7,182  |   |                              |   | 6,002  |      |  |   | 19,141  |   |  |   | 15,049  |  
|Amortization of acquired technology                                                             |  |                               | 4,222  |   |                              |   | 4,037  |      |  |   | 12,768  |   |  |   | 10,014  |  
|Stock-based compensation (*)                                                                    |  |                               | 8      |   |                              |   | 14     |      |  |   | 29      |   |  |   | 30      |  
|                                                                                                |  |                               |        |   |                              |   |        |      |  |   |         |   |  |   |         |  
|Total cost of revenue                                                                           |  |                               | 15,585 |   |                              |   | 14,128 |      |  |   | 44,320  |   |  |   | 35,232  |  
|                                                                                                |  |                               |        |   |                              |   |        |      |  |   |         |   |  |   |         |  
|Gross profit                                                                                    |  |                               | 49,336 |   |                              |   | 42,513 |      |  |   | 141,315 |   |  |   | 107,110 |  
|                                                                                                |  |                               |        |   |                              |   |        |      |  |   |         |   |  |   |         |  
|Operating expenses:                                                                             |  |                               |        |   |                              |   |        |      |  |   |         |   |  |   |         |  
|Sales and marketing                                                                             |  |                               | 18,689 |   |                              |   | 17,913 |      |  |   | 53,160  |   |  |   | 45,402  |  
|Research and development                                                                        |  |                               | 8,696  |   |                              |   | 8,393  |      |  |   | 26,115  |   |  |   | 22,217  |  
|General and administrative                                                                      |  |                               | 4,842  |   |                              |   | 5,800  |      |  |   | 13,706  |   |  |   | 12,811  |  
|Stock-based compensation (*)                                                                    |  |                               | 587    |   |                              |   | 223    |      |  |   | 1,154   |   |  |   | 463     |  
|Amortization of intangible assets                                                               |  |                               | 2,560  |   |                              |   | 2,835  |      |  |   | 7,956   |   |  |   | 6,771   |  
|Acquired in-process research and development                                                    |  |                               |       |   |                              |   |       |      |  |   |        |   |  |   | 10,400  |  
|Restructuring, acquisition and other charges                                                    |  |                               |       |   |                              |   | 410    |      |  |   |        |   |  |   | 2,175   |  
|                                                                                                |  |                               |        |   |                              |   |        |      |  |   |         |   |  |   |         |  
|Total operating expenses                                                                        |  |                               | 35,374 |   |                              |   | 35,574 |      |  |   | 102,091 |   |  |   | 100,239 |  
|                                                                                                |  |                               |        |   |                              |   |        |      |  |   |         |   |  |   |         |  
|Operating income                                                                                |  |                               | 13,962 |   |                              |   | 6,939  |      |  |   | 39,224  |   |  |   | 6,871   |  
|Interest income                                                                                 |  |                               | 1,708  |   |                              |   | 702    |      |  |   | 4,198   |   |  |   | 2,745   |  
|Interest expense                                                                                |  |                               | (825   | ) |                              |   | (825   | )    |  |   | (2,475  | ) |  |   | (2,475  | )
|Amortization of debt issuance costs                                                             |  |                               | (335   | ) |                              |   | (335   | )    |  |   | (1,005  | ) |  |   | (1,131  | )
|                                                                                                |  |                               |        |   |                              |   |        |      |  |   |         |   |  |   |         |  
|Income before income taxes                                                                      |  |                               | 14,510 |   |                              |   | 6,481  |      |  |   | 39,942  |   |  |   | 6,010   |  
|Income taxes                                                                                    |  |                               | 3,967  |   |                              |   | 2,203  |      |  |   | 12,776  |   |  |   | 5,751   |  
|                                                                                                |  |                               |        |   |                              |   |        |      |  |   |         |   |  |   |         |  
|Net income                                                                                      |  | $                             | 10,543 |   |                              | $ | 4,278  |      |  | $ | 27,166  |   |  | $ | 259     |  
|                                                                                                |  |                               |        |   |                              |   |        |      |  |   |         |   |  |   |         |  
|Net income per share:                                                                           |  |                               |        |   |                              |   |        |      |  |   |         |   |  |   |         |  
|Basic                                                                                           |  | $                             | 0.26   |   |                              | $ | 0.10   |      |  | $ | 0.66    |   |  | $ | 0.01    |  
|                                                                                                |  |                               |        |   |                              |   |        |      |  |   |         |   |  |   |         |  
|Diluted                                                                                         |  | $                             | 0.22   |   |                              | $ | 0.09   |      |  | $ | 0.56    |   |  | $ | 0.01    |  
|                                                                                                |  |                               |        |   |                              |   |        |      |  |   |         |   |  |   |         |  
|Weighted average shares used in per share calculations:                                         |  |                               |        |   |                              |   |        |      |  |   |         |   |  |   |         |  
|Basic                                                                                           |  |                               | 41,155 |   |                              |   | 43,109 |      |  |   | 41,348  |   |  |   | 41,979  |  
|                                                                                                |  |                               |        |   |                              |   |        |      |  |   |         |   |  |   |         |  
|Diluted                                                                                         |  |                               | 51,690 |   |                              |   | 53,432 |      |  |   | 52,079  |   |  |   | 42,616  |  
|                                                                                                |  |                               |        |   |                              |   |        |      |  |   |         |   |  |   |         |  
|Net income                                                                                      |  | $                             | 10,543 |   |                              | $ | 4,278  |      |  | $ | 27,166  |   |  | $ | 259     |  
|Plus: Income impact of assumed conversions:                                                     |  |                               |        |   |                              |   |        |      |  |   |         |   |  |   |         |  
|Tax effected interest, including amortization of debt issuance costs, on 1.5% convertible notes |  |                               | 697    |   |                              |   | 694    |      |  |   | 2,093   |   |  |   |        |  
|                                                                                                |  |                               |        |   |                              |   |        |      |  |   |         |   |  |   |         |  
|Adjusted net income for diluted net income per share calculation                                |  | $                             | 11,240 |   |                              | $ | 4,972  |      |  | $ | 29,259  |   |  | $ | 259     |  
|                                                                                                |  |                               |        |   |                              |   |        |      |  |   |         |   |  |   |         |  
|(*) Stock-based compensation is further classified as follows:                                  |  |                               |        |   |                              |   |        |      |  |   |         |   |  |   |         |  
|Cost of maintenance                                                                             |  | $                             | 4      |   |                              | $ | 7      |      |  | $ | 14      |   |  | $ | 14      |  
|Cost of professional services                                                                   |  |                               | 4      |   |                              |   | 7      |      |  |   | 15      |   |  |   | 16      |  
|                                                                                                |  |                               |        |   |                              |   |        |      |  |   |         |   |  |   |         |  
|Stock-based compensation in cost of revenue                                                     |  |                               | 8      |   |                              |   | 14     |      |  |   | 29      |   |  |   | 30      |  
|                                                                                                |  |                               |        |   |                              |   |        |      |  |   |         |   |  |   |         |  
|Sales and marketing                                                                             |  |                               | 65     |   |                              |   | 126    |      |  |   | 251     |   |  |   | 260     |  
|Research and development                                                                        |  |                               | 30     |   |                              |   | 57     |      |  |   | 115     |   |  |   | 119     |  
|General and administrative                                                                      |  |                               | 492    |   |                              |   | 40     |      |  |   | 788     |   |  |   | 84      |  
|                                                                                                |  |                               |        |   |                              |   |        |      |  |   |         |   |  |   |         |  
|Stock-based compensation in operating expenses                                                  |  |                               | 587    |   |                              |   | 223    |      |  |   | 1,154   |   |  |   | 463     |  
|                                                                                                |  |                               |        |   |                              |   |        |      |  |   |         |   |  |   |         |  
|Total stock-based compensation                                                                  |  | $                             | 595    |   |                              | $ | 237    |      |  | $ | 1,183   |   |  | $ | 493     |  
|                                                                                                |  |                               |        |   |                              |   |        |      |  |   |         |   |  |   |         |  

See accompanying notes to condensed consolidated financial statements.



4



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##### Table of Contents

SERENA SOFTWARE, INC.



Condensed
Consolidated Statements of Cash Flows



For the Nine
Months Ended October 31, 2005 and 2004



(In
thousands)

(Unaudited)



|                                                                                                         |  |                              |         |   |      |   |          |  
|-------------------------------------------------------------------------------------------------------- |  | ---------------------------- | ------- | - | ---- | - | -------- | -
|                                                                                                         |  | Nine Months EndedOctober 31, |        
|                                                                                                         |  | 2005                         |         |   | 2004 |  
|Cash flows from operating activities:                                                                    |  |                              |         |   |      |   |          |  
|Net income                                                                                               |  | $                            | 27,166  |   |      | $ | 259      |  
|Adjustments to reconcile net income to net cash provided by operating activities:                        |  |                              |         |   |      |   |          |  
|Depreciation                                                                                             |  |                              | 2,119   |   |      |   | 1,931    |  
|Deferred income taxes                                                                                    |  |                              | (8,005  | ) |      |   |         |  
|Tax benefit from employee stock plans                                                                    |  |                              | 220     |   |      |   |         |  
|Provision for doubtful accounts                                                                          |  |                              | 225     |   |      |   | 1,200    |  
|Accrued interest income, net of cash received                                                            |  |                              | (83     | ) |      |   | 89       |  
|Accrued interest expense on subordinated notes                                                           |  |                              | 2,475   |   |      |   | 2,475    |  
|Amortization of debt issuance costs                                                                      |  |                              | 1,005   |   |      |   | 1,131    |  
|Amortization of deferred stock-based compensation                                                        |  |                              | 1,183   |   |      |   | 493      |  
|Amortization of acquired technology                                                                      |  |                              | 12,768  |   |      |   | 10,014   |  
|Amortization of intangible assets                                                                        |  |                              | 7,956   |   |      |   | 6,771    |  
|Acquired in-process research and development                                                             |  |                              |        |   |      |   | 10,400   |  
|Change in the value of consideration in the acquisition of Merant Plc.                                   |  |                              | 4,033   |   |      |   |         |  
|Change in the value of consideration in the acquisition of TeamShare, Inc.                               |  |                              | 763     |   |      |   |         |  
|Changes in operating assets and liabilities:                                                             |  |                              |         |   |      |   |          |  
|Accounts receivable                                                                                      |  |                              | 3,497   |   |      |   | (6,023   | )
|Prepaid expenses and other assets                                                                        |  |                              | (205    | ) |      |   | 397      |  
|Accounts payable                                                                                         |  |                              | (1,103  | ) |      |   | (730     | )
|Income taxes payable                                                                                     |  |                              | 1,879   |   |      |   | (8,112   | )
|Accrued expenses                                                                                         |  |                              | 1,927   |   |      |   | 9,454    |  
|Deferred revenue                                                                                         |  |                              | (2,388  | ) |      |   | 524      |  
|                                                                                                         |  |                              |         |   |      |   |          |  
|Net cash provided by operating activities                                                                |  |                              | 55,432  |   |      |   | 30,273   |  
|                                                                                                         |  |                              |         |   |      |   |          |  
|Cash flows used in investing activities:                                                                 |  |                              |         |   |      |   |          |  
|Purchases of property and equipment                                                                      |  |                              | (2,268  | ) |      |   | (1,189   | )
|Cash paid in acquisition of Merant plc., net of cash received and acquisition related costs paid         |  |                              | (3,514  | ) |      |   | (197,400 | )
|Cash paid in acquisition of selected net assets of Integrated Chipware, Inc.                             |  |                              |        |   |      |   | (3,780   | )
|Cash paid in acquisition of Apptero, Inc., net of cash received and acquisition related costs paid       |  |                              | (3,196  | ) |      |   |         |  
|(Purchases) sales of short-term and long-term investments                                                |  |                              | (42,041 | ) |      |   | 66,764   |  
|                                                                                                         |  |                              |         |   |      |   |          |  
|Net cash used in investing activities                                                                    |  |                              | (51,019 | ) |      |   | (135,605 | )
|                                                                                                         |  |                              |         |   |      |   |          |  
|Cash flows used in financing activities:                                                                 |  |                              |         |   |      |   |          |  
|Common stock repurchased under the stock repurchase plan                                                 |  |                              | (48,601 | ) |      |   | (30,603  | )
|Exercise of stock options under the employee stock option plan                                           |  |                              | 7,856   |   |      |   | 4,552    |  
|Sale of common stock under the employee stock purchase plan                                              |  |                              | 1,785   |   |      |   | 1,644    |  
|                                                                                                         |  |                              |         |   |      |   |          |  
|Net cash used in financing activities                                                                    |  |                              | (38,960 | ) |      |   | (24,407  | )
|                                                                                                         |  |                              |         |   |      |   |          |  
|Effect of exchange rate changes on cash                                                                  |  |                              | 170     |   |      |   | (1,048   | )
|                                                                                                         |  |                              |         |   |      |   |          |  
|Net decrease in cash and cash equivalents                                                                |  |                              | (34,377 | ) |      |   | (130,787 | )
|Cash and cash equivalents at beginning of period                                                         |  |                              | 133,330 |   |      |   | 257,281  |  
|                                                                                                         |  |                              |         |   |      |   |          |  
|Cash and cash equivalents at end of period                                                               |  | $                            | 98,953  |   |      | $ | 126,494  |  
|                                                                                                         |  |                              |         |   |      |   |          |  
|Supplemental disclosures of cash flow information:                                                       |  |                              |         |   |      |   |          |  
|Income taxes paid                                                                                        |  | $                            | 9,979   |   |      | $ | 10,779   |  
|                                                                                                         |  |                              |         |   |      |   |          |  
|Non-cash investing and financing activity:                                                               |  |                              |         |   |      |   |          |  
|Unrealized loss on marketable securities                                                                 |  | $                            | (441    | ) |      | $ | (366     | )
|                                                                                                         |  |                              |         |   |      |   |          |  
|Common stock issued in the acquisition of Merant Plc., including estimated fair value of options assumed |  | $                            |        |   |      | $ | 127,683  |  
|                                                                                                         |  |                              |         |   |      |   |          |  
|Consideration payable to Apptero Shareholders in the acquisition                                         |  | $                            | 963     |   |      | $ |         |  
|                                                                                                         |  |                              |         |   |      |   |          |  
|Change in the value of consideration in the acquisition of Merant Plc.                                   |  | $                            | (4,033  | ) |      | $ |         |  
|                                                                                                         |  |                              |         |   |      |   |          |  
|Change in the value of consideration in the acquisition of TeamShare, Inc.                               |  | $                            | (763    | ) |      | $ |         |  
|                                                                                                         |  |                              |         |   |      |   |          |  



See accompanying notes
to condensed consolidated financial statements.



5



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##### Table of Contents

SERENA SOFTWARE, INC.



NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



(Unaudited)



SERENA Software, Inc. (SERENA or the
Company) is the largest company solely focused on managing change in the IT environment. SERENAs products and services automate processes and control change for teams managing development, web content, and IT infrastructure. The
Companys solutions take a cross-platform and cross-organizational view of enterprise applications, allowing customers to define, enforce and automate application lifecycle processes. Based on 25 years of innovation in process and configuration
management, SERENAs SAFE(SERENAs Application Framework for Enterprises) solutions enable
customers at more than 15,000 sites worldwide, including 98 of the Fortune 100, to improve IT governance, mitigate risks, support regulatory compliance, and boost productivity and quality. SERENAs principal markets are North America and
Europe.



The accompanying unaudited condensed consolidated
financial statements have been prepared on substantially the same basis as the Companys 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, 2005 which was filed on April 8, 2005. The interim results presented are not necessarily indicative of results for any subsequent quarter or for the fiscal
year ending January 31, 2006.



Reclassifications and
Adjustments



Certain reclassifications have been made to
the balances for the three and nine months ended October 31, 2004 in order to conform to the October 31, 2005 presentations.



In the fiscal quarter ended July 31, 2005, $0.6 million in maintenance revenue was recognized that had been fully earned and collected that related
to prior periods. The maintenance revenue recognized totaling $0.6 million represented less than 2% of total maintenance revenue in the quarter and was not considered material.



Major Customers



No single customer accounted for 10% or more of total revenue in either the fiscal quarter or fiscal nine months ended October 31, 2005, or 2004.



(1)    Acquisitions



Merant



On April 23, 2004, the Company completed its acquisition of Merant plc (Merant). Merant designs, develops
and markets software products and services for Enterprise Change Management (ECM), software configuration management and web content management. Its solutions help companies to improve upon their ability to manage change of software
applications, code and web content. Prior to the completion of the acquisition, Merants ordinary shares were traded on the London Stock Exchange and its American Depositary Shares (ADSs) were traded on the NASDAQ National Market.



The acquisition was accounted for using the purchase method of
accounting, and accordingly, the results of operations of Merant have been included in the Companys consolidated financial statements from April 23, 2004.



6



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##### Table of Contents

SERENA SOFTWARE, INC.



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)



(Unaudited)



In connection with the acquisition, the Company recorded $276.9 million in goodwill. The goodwill is
not expected to be fully deductible for tax purposes. The primary reasons for the acquisition and the factors that contributed to a purchase price that resulted in recognition of a significant amount of goodwill included the large installed base
that provided the combined companies with distribution leverage to cross sell products, expand into new geographies, create new opportunities in channel development and generate a profitable and steady maintenance stream.



In the quarter ended July 31, 2005, the Company discovered an error in
the calculation of the total consideration in the Merant acquisition. The fair market value of the consideration was understated by $4.9 million. The correction of the error resulted in an increase in goodwill and involved cash and shares held in
escrow for the consideration payable to former Merant shareholders who have not yet submitted their certificates representing Merant shares for exchange. The error in the calculation of the total consideration represented 1% of the total
consideration and was not considered material.



In the quarter
ended October 31, 2005, the Company made adjustments to reduce goodwill associated with the Merant acquisition totaling $8.9 million. These adjustments related to pre-acquisition net operating loss benefits now being recognized totaling $8.0
million and the release of pre-acquisition tax reserves totaling $0.9 million.



The Company acquired 100% of Merants outstanding share capital and thereby acquired all of its assets and assumed all of its liabilities. The total purchase price was $420.5 million and consisted of a
combination of cash and stock as follows (in thousands):



|                                                                                   |  |   |        
|---------------------------------------------------------------------------------- |  | - | -------
|Fair market value of SERENA common stock issued (approximately 5.9 million shares) |  | $ | 123,578
|Cash paid                                                                          |  |   | 268,775
|Estimated fair value of options assumed                                            |  |   | 7,201  
|Estimated employee severance and other costs                                       |  |   | 13,381 
|Estimated acquisition-related costs                                                |  |   | 7,573  
|                                                                                   |  |   |        
|Total estimated purchase price of acquisition                                      |  | $ | 420,508
|                                                                                   |  |   |        



The total purchase
price was allocated as follows (in thousands):



|                                              |  |   |         |  
|--------------------------------------------- |  | - | ------- | -
|Fair value of assets acquired                 |  | $ | 131,071 |  
|Acquired technology                           |  |   | 45,000  |  
|Acquired in-process research and development  |  |   | 10,400  |  
|Trademark / Trade name portfolio              |  |   | 2,400   |  
|Customer contracts                            |  |   | 47,500  |  
|Non-compete agreements                        |  |   | 9,300   |  
|Intrinsic value of options assumed            |  |   | 1,822   |  
|Fair value of liabilities assumed             |  |   | (58,146 | )
|Deferred tax liability                        |  |   | (45,771 | )
|Goodwill                                      |  |   | 276,932 |  
|                                              |  |   |         |  
|Total estimated purchase price of acquisition |  | $ | 420,508 |  
|                                              |  |   |         |  



RTM Acquisition from Integrated
Chipware, Inc.



In June 2004, the Company acquired the
technology, assets, associated expertise and customer base for Integrated Chipwares Requirements and Traceability Management (RTM) product, one of the industrys



7



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##### Table of Contents

SERENA SOFTWARE, INC.



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)



(Unaudited)



leading requirements management solutions, for $3.8 million. In connection with the acquisition, which has been accounted for as an acquisition of a
business, the Company has capitalized $4.3 million of acquired technology associated with the RTM product and has recorded an accrual of $0.2 million for acquisition-related charges. There was no goodwill recorded in the business acquisition. The
acquired technology will be amortized over its economic useful life of three years. Also in connection with the acquisition, the Company acquired certain selected assets and assumed certain liabilities including selected trade receivables and
deferred maintenance contracts; all of which have been recorded at their fair values.



Business Application Planning Technology Acquisition



In March 2005, the Company acquired business application planning technology for approximately $4.1 million. In connection with the acquisition, which has been accounted for as an asset purchase, the Company has capitalized $7.0 million of
acquired technology associated with the business application planning technology, and has recorded an accrual of $0.1 million for acquisition-related charges. The acquired technology will be amortized over its economic useful life of five years.
Also in connection with the asset purchase, the Company has recorded a deferred tax liability of approximately $2.8 million for the difference between the assigned values and the tax bases of the acquired technology.



(2)    Acquired In-process Research and Development



As a result of the Companys acquisition of Merant on April 23,
2004, the Company recorded acquired in-process research and development totaling $10.4 million. For this transaction, the premise of value was fair market value in continued use.



Among the assets that were valued by the Company were Professional version 8.1, Professional version 8.2, Dimension version
9.0 and Formula 1, all of which were under development at the acquisition date. These technologies then under development were valued on the premise of fair market value in continued use employing a version of the income approach referred to as the
discounted cash flow approach. This methodology is based on discounting to present value, at an appropriate risk-adjusted discount rate, both the expenditures to be made to complete the development efforts (excluding the efforts to be completed on
the development efforts underway) and the operating cash flows which the applications are projected to generate, less a return on the assets necessary to generate the operating cash flows.



From these projected revenues, the Company deducted costs of sales, operating
costs (excluding costs associated with the efforts to be completed on the development efforts underway), royalties and taxes to determine net cash flows. The Company estimated the percentage of completion of the development efforts for each
application by comparing the estimated costs incurred and portions of the development accomplished through the acquisition date by the total estimated cost and total development effort of developing these same applications. This percentage was
calculated for each application and was then applied to the net cash flows for which each application was projected to generate. These net cash flows were then discounted to present values using appropriate risk-adjusted discount rates in order to
arrive at discounted fair values for each application.



The
percentage complete and the appropriate risk-adjusted discount rate for each application were as follows:



|                              |  |                    |   |  |              |  
|----------------------------- |  | ------------------ | - |  | ------------ | -
|Application Under Development |  | PercentageComplete |   |  | DiscountRate |  
|Professional version 8.1      |  | 95                 | % |  | 18           | %
|Professional version 8.2      |  | 95                 | % |  | 18           | %
|Dimension version 9.0         |  | 85                 | % |  | 18           | %
|Formula 1                     |  | 0                  | % |  | 23           | %



8



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##### Table of Contents

SERENA SOFTWARE, INC.



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)



(Unaudited)



The rates used to discount the net cash flows to present value were initially based on the weighted
average cost of capital (WACC). The Company used discount rates of 18% and 23% for valuing the acquired in-process research and development and 13% for the core technologies. These discount rates are higher than the implied WACC due to
the inherent uncertainties surrounding the successful development of the acquired in-process research and development, the useful life of such in-process research and development, the profitability levels of such in-process research and development,
and the uncertainty of technological advances that were unknown at the time.



(3)    Stock-Based Compensation



The Company uses the intrinsic value method to account for stock-based compensation. The Company amortizes deferred stock-based compensation on an accelerated basis in accordance with Financial Accounting Standards Board (FASB)
Interpretation No. 28, Accounting for Stock Appreciation Rights and Other Variable Stock Option or Award Plans.



The Company accounts for employee stock-based compensation in accordance with Accounting Principles Board (APB) Opinion No. 25,
Accounting for Stock Issued to Employeesand related interpretations. Since the exercise price of options granted under such plans is equal to the market value on the date of grant, no compensation cost has been recognized for
grants under its stock option plans. In accordance with APB No. 25, the Company does not recognize compensation cost related to its employee stock purchase plan. If compensation cost for the Companys stock-based compensation plans had
been determined consistent with SFAS No. 123, Accounting for Stock-Based Compensationand SFAS No. 148, Accounting for Stock-Based CompensationTransition and Disclosure,the Companys net
income and net income per share would have been reduced to the pro forma amounts indicated below (in thousands, except per share amounts):



|                                                                                                                            |  |                               |        |   |                              |   |        |      |  |   |        |   |  |   |        |  
|--------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------- | ------ | - | ---------------------------- | - | ------ | ---- |  | - | ------ | - |  | - | ------ | -
|                                                                                                                            |  | Three Months EndedOctober 31, |        |   | Nine Months EndedOctober 31, |  
|                                                                                                                            |  | 2005                          |        |   | 2004                         |   |        | 2005 |  |   | 2004   |  
|Net income, as reported                                                                                                     |  | $                             | 10,543 |   |                              | $ | 4,278  |      |  | $ | 27,166 |   |  | $ | 259    |  
|Add: stock-based employee compensation expense included in reported net income, net of tax                                  |  |                               | 375    |   |                              |   | 148    |      |  |   | 745    |   |  |   | 306    |  
|Deduct: total stock-based employee compensation expense determined under fair value based method for all awards, net of tax |  |                               | (2,898 | ) |                              |   | (2,867 | )    |  |   | (8,770 | ) |  |   | (8,882 | )
|                                                                                                                            |  |                               |        |   |                              |   |        |      |  |   |        |   |  |   |        |  
|Pro forma net income (loss)                                                                                                 |  | $                             | 8,020  |   |                              | $ | 1,559  |      |  | $ | 19,141 |   |  | $ | (8,317 | )
|                                                                                                                            |  |                               |        |   |                              |   |        |      |  |   |        |   |  |   |        |  
|Basic net income (loss) per share:                                                                                          |  |                               |        |   |                              |   |        |      |  |   |        |   |  |   |        |  
|As reported                                                                                                                 |  | $                             | 0.26   |   |                              | $ | 0.10   |      |  | $ | 0.66   |   |  | $ | 0.01   |  
|                                                                                                                            |  |                               |        |   |                              |   |        |      |  |   |        |   |  |   |        |  
|Pro forma                                                                                                                   |  | $                             | 0.19   |   |                              | $ | 0.04   |      |  | $ | 0.46   |   |  | $ | (0.20  | )
|                                                                                                                            |  |                               |        |   |                              |   |        |      |  |   |        |   |  |   |        |  
|Diluted net income (loss) per share:                                                                                        |  |                               |        |   |                              |   |        |      |  |   |        |   |  |   |        |  
|As reported                                                                                                                 |  | $                             | 0.22   |   |                              | $ | 0.09   |      |  | $ | 0.56   |   |  | $ | 0.01   |  
|                                                                                                                            |  |                               |        |   |                              |   |        |      |  |   |        |   |  |   |        |  
|Pro forma                                                                                                                   |  | $                             | 0.17   |   |                              | $ | 0.04   |      |  | $ | 0.41   |   |  | $ | (0.20  | )
|                                                                                                                            |  |                               |        |   |                              |   |        |      |  |   |        |   |  |   |        |  



9



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##### Table of Contents

SERENA SOFTWARE, INC.



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)



(Unaudited)



For the pro forma amounts determined under SFAS No. 123, as set forth above, the fair value of
each stock option grant under the stock option plans and the fair value of the employees purchase rights under the employee stock purchase plan (ESPP) are estimated on the date of grant using the Black-Scholes option-pricing model
with the following weighted-average assumptions used for grants in the three months and nine months ended October 31, 2005 and 2004.



|                         |  |                                |   |  |                               |   |  |                   |   |  |      |   |  |      |   |  |      |   |  |      |   |  |      |  
|------------------------ |  | ------------------------------ | - |  | ----------------------------- | - |  | ----------------- | - |  | ---- | - |  | ---- | - |  | ---- | - |  | ---- | - |  | ---- | -
|                         |  | Stock OptionPlans              |   |  | ESPP                          |   |  | Stock OptionPlans |   |  | ESPP |  
|                         |  | Three Months Ended October 31, |   |  | Nine Months Ended October 31, |  
|                         |  | 2005                           |   |  | 2004                          |   |  | 2005              |   |  | 2004 |   |  | 2005 |   |  | 2004 |   |  | 2005 |   |  | 2004 |  
|Expected life (in years) |  | 4.5                            |   |  | 4.5                           |   |  | 0.5               |   |  | 0.5  |   |  | 4.5  |   |  | 4.5  |   |  | 0.5  |   |  | 0.5  |  
|Risk-free interest rate  |  | 4.4                            | % |  | 3.4                           | % |  | 4.3               | % |  | 2.4  | % |  | 4.4  | % |  | 3.4  | % |  | 4.3  | % |  | 2.4  | %
|Volatility               |  | 62                             | % |  | 89                            | % |  | 32                | % |  | 46   | % |  | 62   | % |  | 89   | % |  | 32   | % |  | 46   | %
|Dividend yield           |  | none                           |   |  | none                          |   |  | none              |   |  | none |   |  | none |   |  | none |   |  | none |   |  | none |  



The Black-Scholes
option-pricing model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. In addition, option-pricing models require the input of highly subjective assumptions including
the expected stock price volatility. We used historical volatility rates. Because our employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can
materially affect the fair value estimate, in managements opinion, the existing models do not necessarily provide a reliable single measure of the fair value of our options.



In the fiscal quarter ended July 31, 2005, the Company granted restricted stock to certain executive officers. These
restricted common stock awards vest ratably over five years from the date of grant based on continued service. The aggregate market value of the restricted common stock was $9.4 million and was recorded as deferred compensation and is amortized to
operating expenses over the vesting term.



(4)    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 shares from restricted
stock, options and warrants to purchase common stock using the treasury stock method.



In October 2004, the FASB ratified the consensus reached by the EITF with respect to EITF Issue No. 04-8, The Effect of Contingently Convertible Instruments on Diluted Earnings Per Share. In
accordance with EITF Issue 04-8, potential shares issuable under contingently convertible securities with a market price trigger should be accounted for the same way as other convertible securities and included in the diluted earnings per share
computation, regardless of whether the market price trigger has been met. Upon our adoption of EITF Issue No. 04-8 in the fourth quarter of fiscal 2005, 9,912,694 shares issuable upon conversion of the Companys Subordinated Convertible
Notes due December 15, 2023 (the Notes) have been included in the diluted earnings per share calculation for the current fiscal quarter and nine months ended October 31, 2005 and the year ago fiscal quarter ended
October 31, 2004, using the if converted method. The 9,912,694 shares issuable from the conversion of the Notes have not been included in the diluted earnings per share calculation for the fiscal nine months ended October 31,
2004, since their inclusion would have been anti-dilutive. Accordingly, we have not restated our diluted earnings per share calculation for the fiscal nine months ended October 31, 2004. The Notes



10



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##### Table of Contents

SERENA SOFTWARE, INC.



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)



(Unaudited)



were issued in the fourth quarter of fiscal 2004. These common shares will continue to be considered in our diluted earnings per share calculation until the
Notes are redeemed, retired or, under certain circumstances, amended. See Note 9 of Notes to Condensed Consolidated Financial Statements for a further discussion of the Notes.



The following is a reconciliation of the numerator and denominator used in the computation of basic and diluted net income
per share (in thousands, except per share amounts):



|                                                                                                                            |  |                        |        |                      |        |                  |   |     
|--------------------------------------------------------------------------------------------------------------------------- |  | ---------------------- | ------ | -------------------- | ------ | ---------------- | - | ----
|                                                                                                                            |  | Net Income (Numerator) |        | Shares (Denominator) |        | Per Share Amount
|Three Months Ended October 31, 2005:                                                                                        |  |                        |        |                      |        |                  |   |     
|Basic net income per share:                                                                                                 |  |                        |        |                      |        |                  |   |     
|Net income                                                                                                                  |  | $                      | 10,543 |                      | 41,155 |                  | $ | 0.26
|Effect of potentially dilutive securities outstandingrestricted stock and options                                          |  |                        |       |                      | 622    |                  |   |    
|Effect of potentially dilutive securities outstandingshares issuable under contingently convertible securities, net of
tax |  |                        | 697    |                      | 9,913  |                  |   |    
|                                                                                                                            |  |                        |        |                      |        |                  |   |     
|Diluted net income per share                                                                                                |  | $                      | 11,240 |                      | 51,690 |                  | $ | 0.22
|                                                                                                                            |  |                        |        |                      |        |                  |   |     
|Three Months Ended October 31, 2004:                                                                                        |  |                        |        |                      |        |                  |   |     
|Basic net income per share:                                                                                                 |  |                        |        |                      |        |                  |   |     
|Net income                                                                                                                  |  | $                      | 4,278  |                      | 43,109 |                  | $ | 0.10
|Effect of potentially dilutive securities outstandingrestricted stock and options                                          |  |                        |       |                      | 410    |                  |   |    
|Effect of potentially dilutive securities outstandingshares issuable under contingently convertible securities, net of
tax |  |                        | 694    |                      | 9,913  |                  |   |    
|                                                                                                                            |  |                        |        |                      |        |                  |   |     
|Diluted net income per share                                                                                                |  | $                      | 4,972  |                      | 53,432 |                  | $ | 0.09
|                                                                                                                            |  |                        |        |                      |        |                  |   |     
|Nine Months Ended October 31, 2005:                                                                                         |  |                        |        |                      |        |                  |   |     
|Basic net income per share:                                                                                                 |  |                        |        |                      |        |                  |   |     
|Net income                                                                                                                  |  | $                      | 27,166 |                      | 41,348 |                  | $ | 0.66
|Effect of potentially dilutive securities outstandingrestricted stock and options                                          |  |                        |       |                      | 818    |                  |   |    
|Effect of potentially dilutive securities outstandingshares issuable under contingently convertible securities, net of
tax |  |                        | 2,093  |                      | 9,913  |                  |   |    
|                                                                                                                            |  |                        |        |                      |        |                  |   |     
|Diluted net income per share                                                                                                |  | $                      | 29,259 |                      | 52,079 |                  | $ | 0.56
|                                                                                                                            |  |                        |        |                      |        |                  |   |     
|Nine Months Ended October 31, 2004:                                                                                         |  |                        |        |                      |        |                  |   |     
|Basic net income per share:                                                                                                 |  |                        |        |                      |        |                  |   |     
|Net Income                                                                                                                  |  | $                      | 259    |                      | 41,979 |                  | $ | 0.01
|Effect of potentially dilutive securities outstandingrestricted stock and options                                          |  |                        |       |                      | 637    |                  |   |    
|Effect of potentially dilutive securities outstandingshares issuable under contingently convertible securities, net of
tax |  |                        |       |                      |       |                  |   |    
|                                                                                                                            |  |                        |        |                      |        |                  |   |     
|Diluted net income per share                                                                                                |  | $                      | 259    |                      | 42,616 |                  | $ | 0.01
|                                                                                                                            |  |                        |        |                      |        |                  |   |     



11



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##### Table of Contents

SERENA SOFTWARE, INC.



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)



(Unaudited)



Options to purchase shares of common stock with an exercise price which is greater than the average
fair market value of SERENAs common stock for the period are not included in the computation of diluted earnings per share, or EPS, because the effect of their inclusion would have been anti-dilutive. For both the three and nine month periods
ended October 31, 2005, 2,614,609 of options to purchase shares of common stock at an average share price of $23.61 were excluded from the computation of diluted EPS. For both the three and nine month period ended October 31, 2004,
3,836,479 of options to purchase shares of common stock at an average share price of $21.20 were excluded from the computation of diluted EPS.



(5)    Acquisition-Related and Restructuring Charges and Accruals



The Companys total acquisition-related and restructuring accrual is predominantly associated with the Companys
acquisition of Merant in April 2004, and to a lesser extent, its RTM technology acquisition from Integrated Chipware, Inc. in June 2004 and its business application planning technology acquisition in March 2005.



With respect to the Companys acquisition of Merant in April 2004, the
Company recorded acquisition-related costs totaling $7.6 million, and employee severance and other restructuring costs totaling $13.4 million, accrued through purchase accounting. With the Merant acquisition, the major actions that comprised the
employee severance plan included a company-wide review of the combined organization to identify redundancies, and a notification to affected employees of the acquired entity. Affected employees from the sales organization were notified in early May
2004, the remaining affected North America employees were notified in late May 2004, and all affected international employees were notified by the end of our second quarter of fiscal 2005 on July 31, 2004. The employee severance plan was
essentially completed upon notification and employees from all employee groups across the organization were terminated.



With respect to the Companys RTM technology acquisition from Integrated Chipware, Inc. in June 2004 and its business application planning technology
acquisition in March 2005, the Company recorded $0.2 million and $0.1 million in acquisition-related costs, respectively.



12



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##### Table of Contents

SERENA SOFTWARE, INC.



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)



(Unaudited)



In aggregate, the Company accrued $0.1 million and paid $3.6 million in acquisition-related and
restructuring charges in the current fiscal nine months ended October 31, 2005. Purchase accounting adjustments recorded in the first fiscal quarter ended April 30, 2005 totaled $2.2 million and were the result of finalizing certain
acquisition-related estimates associated with the Merant acquisition at the one year anniversary of the acquisition. There were no purchase accounting adjustments associated with acquisition-related and restructuring charges recorded in the second
or third fiscal quarters ended July 31 and October 31, 2005. The nature of the acquisition-related and restructuring charges and the amounts paid and accrued as of October 31, 2005 and 2004 are summarized as follows (in thousands):



|                                                        |  |                                                      |        |   |                     |   |        |                                           |  |   |                                                                   |   |  |   |         |  
|------------------------------------------------------- |  | ---------------------------------------------------- | ------ | - | ------------------- | - | ------ | ----------------------------------------- |  | - | ----------------------------------------------------------------- | - |  | - | ------- | -
|                                                        |  | Severance, payroll taxes and other employee benefits |        |   | Facilities closures |   |        | Legal and other acquisition-related costs |  |   | Total acquisition- related and restructuring charges and accruals |  
|Balances as of January 31, 2005                         |  | $                                                    | 5,066  |   |                     | $ | 637    |                                           |  | $ | 940                                                               |   |  | $ | 6,643   |  
|Activity during the nine months ended October 31, 2005: |  |                                                      |        |   |                     |   |        |                                           |  |   |                                                                   |   |  |   |         |  
|Accrued                                                 |  |                                                      |       |   |                     |   |       |                                           |  |   | 100                                                               |   |  |   | 100     |  
|Paid                                                    |  |                                                      | (2,512 | ) |                     |   | (340   | )                                         |  |   | (746                                                              | ) |  |   | (3,598  | )
|Adjustments                                             |  |                                                      | (1,428 | ) |                     |   | (143   | )                                         |  |   | (665                                                              | ) |  |   | (2,236  | )
|                                                        |  |                                                      |        |   |                     |   |        |                                           |  |   |                                                                   |   |  |   |         |  
|Balances as of October 31, 2005                         |  | $                                                    | 1,126  |   |                     | $ | 154    |                                           |  | $ | (371                                                              | ) |  | $ | 909     |  
|                                                        |  |                                                      |        |   |                     |   |        |                                           |  |   |                                                                   |   |  |   |         |  
|Balances as of January 31, 2004                         |  | $                                                    | 115    |   |                     | $ | 47     |                                           |  | $ | 5                                                                 |   |  | $ | 167     |  
|Activity during the nine months ended October 31, 2004: |  |                                                      |        |   |                     |   |        |                                           |  |   |                                                                   |   |  |   |         |  
|Accrued                                                 |  |                                                      | 10,934 |   |                     |   | 2,503  |                                           |  |   | 13,008                                                            |   |  |   | 26,445  |  
|Paid                                                    |  |                                                      | (4,800 | ) |                     |   | (1,517 | )                                         |  |   | (10,238                                                           | ) |  |   | (16,555 | )
|Adjustments                                             |  |                                                      | 195    |   |                     |   | (195   | )                                         |  |   |                                                                  |   |  |   |        |  
|                                                        |  |                                                      |        |   |                     |   |        |                                           |  |   |                                                                   |   |  |   |         |  
|Balances as of October 31, 2004                         |  | $                                                    | 6,444  |   |                     | $ | 838    |                                           |  | $ | 2,775                                                             |   |  | $ | 10,057  |  
|                                                        |  |                                                      |        |   |                     |   |        |                                           |  |   |                                                                   |   |  |   |         |  



(6)    Goodwill
and Other Intangible Assets



The Company accounts for
goodwill and certain intangible assets after an acquisition is completed in accordance with SFAS No. 142, Goodwill and Other Intangible Assets. As such, goodwill and other indefinite life intangible assets are not amortized
but instead are periodically tested for impairment. The annual impairment test required by SFAS No. 142 will be performed in the fourth fiscal quarter each year and has been performed in each of the fourth quarters of fiscal 2005, 2004 and
2003. The Company has concluded that there were no indicators of impairment of goodwill as of October 31, 2005.



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SERENA SOFTWARE, INC.



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)



(Unaudited)



Goodwill and other intangible assets consisted of the following (in thousands):



|                                 |  |                  |         |   |                  |   |         |  
|-------------------------------- |  | ---------------- | ------- | - | ---------------- | - | ------- | -
|                                 |  | October 31, 2005 |         |   | January 31, 2005 |  
|Goodwill                         |  | $                | 316,639 |   |                  | $ | 323,671 |  
|                                 |  |                  |         |   |                  |   |         |  
|Non-compete agreement            |  | $                | 10,933  |   |                  | $ | 10,933  |  
|Acquired technology              |  |                  | 93,755  |   |                  |   | 86,741  |  
|Customer contracts               |  |                  | 49,300  |   |                  |   | 49,300  |  
|Trademark / Trade name portfolio |  |                  | 2,600   |   |                  |   | 2,600   |  
|Customer relationships           |  |                  | 2,510   |   |                  |   | 2,510   |  
|                                 |  |                  |         |   |                  |   |         |  
|                                 |  |                  | 159,098 |   |                  |   | 152,084 |  
|Less: accumulated amortization   |  |                  | (65,026 | ) |                  |   | (44,294 | )
|                                 |  |                  |         |   |                  |   |         |  
|                                 |  | $                | 94,072  |   |                  | $ | 107,790 |  
|                                 |  |                  |         |   |                  |   |         |  



Other intangible
assets are comprised of the following (in thousands):



|                                                               |  |                        |         |                          |   |         |                     |  |   |        
|-------------------------------------------------------------- |  | ---------------------- | ------- | ------------------------ | - | ------- | ------------------- |  | - | -------
|                                                               |  | As of October 31, 2005
|                                                               |  | Gross Carrying Amount  |         | Accumulated Amortization |   |         | Net Carrying Amount
|Amortizing intangible assets:                                  |  |                        |         |                          |   |         |                     |  |   |        
|Non-compete agreements                                         |  | $                      | 10,933  |                          | $ | (4,460  | )                   |  | $ | 6,473  
|Acquired technology                                            |  |                        | 93,755  |                          |   | (44,483 | )                   |  |   | 49,272 
|Maintenance service contracts                                  |  |                        | 49,300  |                          |   | (12,109 | )                   |  |   | 37,191 
|Trademark / Trade name portfolio                               |  |                        | 2,600   |                          |   | (1,952  | )                   |  |   | 648    
|Customer relationships                                         |  |                        | 2,510   |                          |   | (2,022  | )                   |  |   | 488    
|                                                               |  |                        |         |                          |   |         |                     |  |   |        
|Total                                                          |  | $                      | 159,098 |                          | $ | (65,026 | )                   |  | $ | 94,072 
|                                                               |  |                        |         |                          |   |         |                     |  |   |        
|                                                               | 
|                                                               |  | As of January 31, 2005
|                                                               |  | Gross Carrying Amount  |         | Accumulated Amortization |   |         | Net Carrying Amount
|Amortizing intangible assets:                                  |  |                        |         |                          |   |         |                     |  |   |        
|Non-compete agreements                                         |  | $                      | 10,933  |                          | $ | (2,950  | )                   |  | $ | 7,983  
|Acquired technology                                            |  |                        | 86,741  |                          |   | (31,708 | )                   |  |   | 55,033 
|Customer contracts                                             |  |                        | 49,300  |                          |   | (7,030  | )                   |  |   | 42,270 
|Trademark / Trade name portfolio                               |  |                        | 2,600   |                          |   | (1,212  | )                   |  |   | 1,388  
|Customer relationships                                         |  |                        | 2,510   |                          |   | (1,394  | )                   |  |   | 1,116  
|                                                               |  |                        |         |                          |   |         |                     |  |   |        
|Total                                                          |  | $                      | 152,084 |                          | $ | (44,294 | )                   |  | $ | 107,790
|                                                               |  |                        |         |                          |   |         |                     |  |   |        
|Aggregate amortization expense:                                |  |                        |         |                          |   |         |                     |  |   |        
|For the remaining three months of year ending January 31, 2006 |  |                        |         |                          |   |         |                     |  | $ | 6,713  
|Estimated amortization expense:                                |  |                        |         |                          |   |         |                     |  |   |        
|For year ended January 31, 2007                                |  |                        |         |                          |   |         |                     |  |   | 23,741 
|For year ended January 31, 2008                                |  |                        |         |                          |   |         |                     |  |   | 19,745 
|For year ended January 31, 2009                                |  |                        |         |                          |   |         |                     |  |   | 17,547 
|For year ended January 31, 2010                                |  |                        |         |                          |   |         |                     |  |   | 16,116 
|For year ended January 31, 2011                                |  |                        |         |                          |   |         |                     |  |   | 8,597  
|Thereafter                                                     |  |                        |         |                          |   |         |                     |  |   | 1,613  
|                                                               |  |                        |         |                          |   |         |                     |  |   |        
|Total                                                          |  |                        |         |                          |   |         |                     |  | $ | 94,072 
|                                                               |  |                        |         |                          |   |         |                     |  |   |        



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SERENA SOFTWARE, INC.



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)



(Unaudited)



As of October 31, 2005, the weighted average remaining amortization period for acquired
technology is 36 months; trademark/trade name portfolio and customer relationships is 7 months; non-compete agreements is 5 months; and customer contracts is 63 months. The total weighted average remaining amortization period for all identifiable
intangible assets is 42 months. The aggregate amortization expense of acquired technology and other intangible assets was $6.8 million and $6.9 million in the three months ended October 31, 2005 and 2004, respectively. For the nine month
periods ended October 31, 2005 and 2004, the aggregate amortization expense of acquired technology and other intangible assets was $20.7 million and $16.8 million, respectively. There were no impairment charges in the three or nine month
periods ended October 31, 2005 and 2004.



In the quarter
ended July 31, 2005, the Company discovered an error in the calculation of the total consideration in the Merant acquisition. The fair market value of the consideration was understated by $4.9 million. The correction of the error resulted in an
increase in goodwill and involved cash and shares held in escrow for the consideration payable to former Merant shareholders who have not yet submitted their certificates representing Merant shares for exchange. The error in the calculation of the
total consideration represented 1% of the total consideration and was not considered material.



The change in the carrying amount of goodwill for the nine months ended October 31, 2005 is as follows (in thousands):



|                                                          |  |   |         |  
|--------------------------------------------------------- |  | - | ------- | -
|Balance as of January 31, 2005                            |  | $ | 323,671 |  
|Activity during the nine months ended October 31, 2005:   |  |   |         |  
|Purchase accounting adjustments to the Merant goodwill    |  |   | (11,183 | )
|Purchase accounting adjustments to the TeamShare goodwill |  |   | (764    | )
|Correction of an error in the Merant purchase accounting  |  |   | 4,915   |  
|                                                          |  |   |         |  
|Balance as of October 31, 2005                            |  | $ | 316,639 |  
|                                                          |  |   |         |  



(7)    Comprehensive Income (Loss)



We report components of comprehensive income (loss) in our annual consolidated statements of shareholders equity. Comprehensive income (loss) consists of net income, foreign currency translation adjustments, and unrealized losses on
marketable equity securities. Total comprehensive income (loss) for the three and nine month periods ended October 31, 2005 and 2004 is as follows (in thousands):



|                                                |  |                                |        |   |                               |   |       |      |  |   |        |   |  |   |      |  
|----------------------------------------------- |  | ------------------------------ | ------ | - | ----------------------------- | - | ----- | ---- |  | - | ------ | - |  | - | ---- | -
|                                                |  | Three Months Ended October 31, |        |   | Nine Months Ended October 31, |  
|                                                |  | 2005                           |        |   | 2004                          |   |       | 2005 |  |   | 2004   |  
|Comprehensive income (loss):                    |  |                                |        |   |                               |   |       |      |  |   |        |   |  |   |      |  
|Net income                                      |  | $                              | 10,543 |   |                               | $ | 4,278 |      |  | $ | 27,166 |   |  | $ | 259  |  
|Other comprehensive loss:                       |  |                                |        |   |                               |   |       |      |  |   |        |   |  |   |      |  
|Foreign currency translation adjustment         |  |                                | (27    | ) |                               |   | (36   | )    |  |   | 170    |   |  |   | (193 | )
|Unrealized (loss) gain on marketable securities |  |                                | (162   | ) |                               |   | 18    |      |  |   | (441   | ) |  |   | (366 | )
|                                                |  |                                |        |   |                               |   |       |      |  |   |        |   |  |   |      |  
|Other comprehensive loss                        |  |                                | (189   | ) |                               |   | (18   | )    |  |   | (271   | ) |  |   | (559 | )
|                                                |  |                                |        |   |                               |   |       |      |  |   |        |   |  |   |      |  
|Total comprehensive income (loss)               |  | $                              | 10,354 |   |                               | $ | 4,260 |      |  | $ | 26,895 |   |  | $ | (300 | )
|                                                |  |                                |        |   |                               |   |       |      |  |   |        |   |  |   |      |  



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SERENA SOFTWARE, INC.



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)



(Unaudited)



(8)    Recent Accounting Pronouncements



In June 2005, the Financial Accounting Standards Board (FASB)
issued SFAS No. 154, Accounting Changes and Error Corrections, a replacement of APB Opinion No. 20, Accounting Changes, and Statement No. 3, Reporting Accounting Changes in Interim Financial Statements (SFAS
154). SFAS 154 will require companies to account for and apply changes in accounting principles retrospectively to prior periods financial statements, instead of recording a cumulative effect adjustment within the period of the change,
unless it is impracticable to determine the effects of the change to each period being presented. SFAS 154 is effective for accounting changes made in annual periods beginning after December 15, 2005 and, accordingly, the Company must adopt the
new accounting provisions effective February 1, 2006.



In
April 2005, the Securities and Exchange Commission (SEC) amended the compliance dates for SFAS No. 123R, Shared-Based Payment. The new rule allows public companies to implement SFAS No. 123R at the beginning
of their next fiscal year that begins after June 15, 2005. We will be required to adopt SFAS No. 123R in the first quarter of fiscal 2007 and begin to recognize stock-based compensation related to employee equity awards in our condensed
consolidated statements of operations using a fair value-based method on a prospective basis. Since we currently account for equity awards granted to our employees using the intrinsic value method under APB No. 25, we expect the adoption of
SFAS No. 123R will have a significant adverse impact on our financial position and results of operations.



In December 2004 the FASB issued two FASB Staff Positions (FSP) related to the American Jobs Creation Act (AJCA). FSP
No. 109-1 Application of FASB Statement No. 109, Accounting for Income Taxes, to the Tax Deduction on Qualified Production Activities provided by the American Jobs Creation Act (FSP 109-1) requires companies
that qualify for a deduction for domestic production activities under the AJCA to account for the deduction as a special deduction under FASB Statement No. 109 and reduce their tax expense in the period or periods the amounts are deductible on
the tax return.



FSP No. 109-2 Accounting and
Disclosure Guidance for the Foreign Earnings Repatriation Provision within the American Jobs Creation Act of 2004 (FSP 109-2) allows companies additional time to evaluate whether foreign earnings will be repatriated under the
repatriation provisions of the AJCA and requires specified disclosures for companies needing the additional time to complete the evaluation. Once a decision is made to repatriate the foreign earnings, companies must reflect the deferred tax
liabilities attributable to foreign earnings in the period that the decision is made to remit those earnings.



(9)    Subordinated Notes



In December 2003, the Company issued $220.0 million in Subordinated Convertible Notes due December 15, 2023 (the Notes). The Notes bear interest at a rate of 1.5% per annum and are payable
semi-annually on June 15 and December 15 of each year. The Notes are subordinated in right of payment to all of our future senior debt. The Notes are convertible into shares of the Companys common stock prior to maturity at an
initial conversion rate of 45.0577 shares per $1,000 principal (representing an initial conversion price of approximately $22.194 per share), subject to adjustments under certain conditions. The entire outstanding principal amount of the Notes will
become due and payable at maturity. The Company may redeem the Notes, in whole or in part, under certain circumstances and at certain times. Accrued interest to the redemption date will be paid by the Company in any such redemption. Upon conversion
of 100% of the Notes, the Companys common stock issued would be approximately 9.9 million shares.



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SERENA SOFTWARE, INC.



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)



(Unaudited)



Accrued and unpaid interest on the Notes totaled $1.2 million as of October 31, 2005. The
holders of the Notes may require the Company to repurchase for cash all or a portion of their Notes on December 15, 2008, December 15, 2013 or December 15, 2018 at a purchase price equal to 100% of the principal amount of the
Notes being purchased, plus accrued and unpaid interest to, but excluding the purchase date.



The Company pledged to the trustee under the indenture for the exclusive benefit of the holders of the Notes, $9.6 million of U.S. government securities, which was sufficient, upon receipt of scheduled principal and
interest payments thereon, to provide for the payment in full of the first six scheduled semi-annual interest payments on the Notes when due. Accordingly, at October 31, 2005, the Company had restricted cash balances on hand totaling $4.9
million to cover the remaining three of the first six semi-annual interest payments.



In connection with the Notes, the Company recorded in the fourth quarter of fiscal 2004 $6.7 million in debt issuance costs, which is being amortized over 5 years, the term of the initial put option by the Note
holders. Under the put option, the Note holders may require the Company to purchase for cash all or a portion of the option holders Notes on December 15, 2008, December 15, 2013 or December 15, 2018 at a purchase price
equal to 100% of the principal amount of the Notes being purchased, plus accrued and unpaid interest to, but excluding, the purchase date. As of October 31, 2005, the Company had approximately $4.2 million in debt issuance costs remaining and
had amortized approximately $0.3 million in each of the quarters ended October 31, 2005 and 2004, and had amortized approximately $1.0 million and $1.1 million in the nine month periods ended October 31, 2005 and 2004, respectively.
Amortization of debt issuance costs will be $1.34 million annually going forward through December 15, 2008, when the initial put option expires, or earlier, upon conversion of the notes.



(10)    Stock Repurchase Programs and Repurchase of Common Stock



In February 2005, the Board of Directors authorized the
repurchase of up to 1.5 million shares of the Companys Common Stock from time to time prior to April 30, 2005 in the open market or in privately negotiated block transactions. The Company will utilize any reacquired shares under this
program for reissuance in connection with employee stock programs and general corporate purposes. Under this program, the Company repurchased in aggregate a total of 1,465,000 shares of its common stock for cash at an average price of $23.50 per
share.



In May 2005, the Board of Directors authorized the
repurchase of up to 1.5 million shares of the Companys Common Stock from time to time prior to July 31, 2005 in the open market or in privately negotiated block transactions. The Company will utilize any reacquired shares under this
program for reissuance in connection with employee stock programs and general corporate purposes. Under this program, the Company repurchased in aggregate a total of 722,500 shares of its common stock for cash at an average price of $19.61 per
share.



A summary of the Companys repurchases in the
fiscal nine months ended October 31, 2005 is as follows:



|           |  |                   |  |                        |      
|---------- |  | ----------------- |  | ---------------------- | -----
|Month      |  | RepurchasedShares |  | Average PricePer Share
|March 2005 |  | 1,415,000         |  | $                      | 23.50
|April 2005 |  | 50,000            |  | $                      | 23.56
|June 2005  |  | 697,500           |  | $                      | 19.62
|July 2005  |  | 25,000            |  | $                      | 19.26



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SERENA SOFTWARE, INC.



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)



(Unaudited)



(11)    Subsequent Event



On November 11, 2005, the Company and Silver Lake Partners, a private equity firm, announced that they have entered
into a definitive agreement (the Agreement and Plan of Merger by and between Spyglass Merger Corp. and Serena Software, Inc. dated as of November 11, 2005 (the Agreement and Plan of Merger)) under which the Company will be acquired
by Silver Lake Partners in a transaction valued at approximately $1.2 billion. Under the terms of the Agreement and Plan of Merger, Serena stockholders will receive $24.00 in cash in exchange for each share of stock, except that certain members of
our management team will contribute a portion of their shares of Serena common stock and/or options to purchase Serena common stock to Spyglass Merger Corp. in exchange for shares and/or options of Spyglass Merger Corp., which will become shares
and/or options of the surviving corporation upon consummation of the merger. Any of Serenas existing $220 million of Notes that are not converted to Serena common stock prior to completion of the proposed transaction will be exchanged for cash
in an amount of $24.00 for each share of Serena common stock into which the notes were convertible. The transaction is expected to be completed during the first calendar quarter of 2006.



On December 1, 2005, in connection with the Agreement and Plan of Merger, the Company filed with the Securities and
Exchange Commission pursuant to Sections 14(a) and 13(e) of the Securities Exchange Act of 1934 as amended, its Preliminary Proxy Statement and Rule 13e-3 Transaction Statement, respectively.



Litigation Related to the Merger



On November 11, 2005, an action, titled Davidco Investments v. Troxel
et al., was filed in the Delaware Chancery Court naming Serena and all members of our board of directors as defendants. On November 14, 2005, a second action, titled Cavacas v. Serena Software, Inc. et al., was filed in the Superior Court of the
State of California for the County of San Mateo, naming Serena and all members of our board of directors as defendants. On November 15, 2005, a third action, titled Parnes v. Troxel et al., was filed in the Delaware Chancery Court naming Serena
and all members of our board of directors as defendants. In pursuing these actions, plaintiffs purport to represent stockholders of Serena who are similarly situated with the plaintiffs. Among other things, the complaints allege that our directors,
in approving the proposed merger breached fiduciary duties owed to our stockholders because defendants failed to take steps to maximize the value to our public stockholders. The complaints seek class certification and certain forms of equitable
relief, including enjoining the consummation of the merger. The Davidco and Parnes complaints seek damages as well. We believe the allegations are without merit and intend to vigorously contest the actions. There can be no assurance, however, that
we will be successful in our defense of these actions.



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##### Table of Contents

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



This report contains forward-looking statements under the Private Securities Litigation 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 this report. Factors that could cause or contribute to such differences
include but are not limited to, 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; economic conditions worldwide which may
continue to affect the overall demand for software and services, which has resulted in and could continue to result in decreased revenues or lower revenue growth rates in the future; changes in revenue mix and seasonality; dependence on revenues
from our installed base; continued demand for additional mainframe MIPS capacity; our ability to complete the assessment of internal controls over financial reporting as of January 31, 2006, as required by Section 404 of the Sarbanes-Oxley
Act, which may impact market perception of the reliability of our internal controls over financial reporting and thus adversely affect the market price of our common stock; expansion of our international organizations; and our ability to manage our
growth. We may not be able to complete the proposed acquisition by Silver Lake Partners on the agreed terms or other acceptable terms, or at all, due to a number of factors, including the failure to obtain approval of our stockholders, regulatory
approvals or to satisfy other customary closing conditions. 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, and Factors Affecting Future Results contained in the Companys Form 10-K for fiscal 2005.



Overview



SERENA Software, Inc. is the largest company solely focused on managing change in the Information Technology (IT) environment. SERENAs
products and services automate process and control change for teams managing development, web content, and IT infrastructure. SERENA provides software that automates change to enterprise applications. SERENAs Enterprise Change Management
(ECM) products manage the Software Change Management (SCM) process throughout the entire application development lifecycle across multiple platformsfrom the mainframe to the Web. SERENA was founded in 1980 and we
introduced our first SCM product, Comparex, in 1981. Since then, SERENA has developed a full suite of mainframe products, including ChangeMan ZMF which was introduced in 1988. In June 1999, SERENA introduced SERENA® ChangeMan® DS, a distributed systems product providing an end-to-end solution to SCM across the
enterprise from the mainframe to the desktop to the Web. IT managers use our products to track software changes during the software application design and development process, manage separate programming teams that are concurrently developing and
enhancing applications, and oversee the deployment of the software applications across both the mainframe and distributed systems environments. In June 2003, we introduced TeamTrack, a distributed systems product from our TeamShare
acquisition providing leading-edge issue and request management technology; in September 2003, we announced the next-generation advanced framework for Application Life Cycle Management, the SAFE Framework (SERENAs Application Framework
for Enterprises) which will significantly affect enterprise operations by facilitating cross-process integration; and in November 2003, we introduced TeamTrack version 6, our first product to deliver on the Next-Generation SAFE Framework.



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##### Table of Contents

On April 23, 2004, the Company completed its acquisition of Merant plc (Merant). Merant
designs, develops and markets software products and services for ECM, software configuration management and web content management. Its solutions help companies improve their ability to manage change of software applications, code and web content.
Prior to the completion of the Offer, Merants ordinary shares were traded on the London Stock Exchange and its ADSs were traded on the NASDAQ National Market.



The primary reasons for the acquisition and the factors that contributed to a purchase price that resulted in recognition of
a significant amount of goodwill included the large installed base that provided the combined companies with distribution leverage to cross sell products, expand into new geographies, create new opportunities in channel development and generate a
profitable and steady maintenance stream.



In June 2004, the
Company acquired the technology, assets, associated expertise and customer base for Integrated Chipwares RTM product, one of the industrys leading requirements management solutions, for $3.8 million. In connection with the acquisition,
which has been accounted for as an acquisition of a business, the Company has capitalized $4.3 million of acquired technology associated with the RTM product and has recorded an accrual of $0.2 million for restructuring and acquisition-related
charges. There was no goodwill recorded in the Integrated Chipware business acquisition. The acquired technology will be amortized over its economic useful life of three years. Also in connection with the acquisition, the Company acquired certain
selected assets and assumed certain liabilities including selected trade receivables and deferred maintenance contracts which have been recorded at their fair values.



The Companys acquisition of the RTM product, which is a solution for requirements engineering and design traceability
that delivers the flexibility, scalability and ease of use necessary to address a broad range of enterprise projects, expanded its application lifecycle solution. This new offering is a part of the Companys SAFE strategic vision to meet
critical customer needs for comprehensive lifecycle management.



In March 2005, the Company acquired business application planning technology for approximately $4.1 million. In connection with the acquisition, which has been accounted for as an asset purchase, the Company has capitalized $7.0 million of
acquired technology associated with the business application planning technology. The acquired technology will be amortized over its economic useful life of five years. Also in connection with this acquisition, the Company has recorded a deferred
tax liability of approximately $2.8 million for the difference between the assigned values and the tax bases of the acquired technology.



In January 2002, we entered into an OEM Agreement with IBM Corporation (IBM) whereby IBM acquired the rights to resell our StarTool APM
technology. We recognized our first revenue from this arrangement in the second quarter of fiscal 2003 and such revenue has been subject to material fluctuations from quarter to quarter. Total revenue from our IBM OEM relationship was 5% of total
revenue in fiscal 2004 and accounted for less than 2% of total revenue in fiscal 2005 and less than 2% of total revenue in both the quarter and nine month periods ended October 31, 2005. In April 2005, the Company received from IBM the notice
of termination of the OEM Agreement. Under the terms of the Agreement, the Company will continue to support IBMs customers for approximately the next three calendar quarters through June 30, 2006.



On November 11, 2005, the Company and Silver Lake Partners, a private
equity firm, announced that they have entered into a definitive agreement (the Agreement and Plan of Merger by and between Spyglass Merger Corp. and Serena Software, Inc. dated as of November 11, 2005) under which the Company will be acquired
by Silver Lake Partners in a transaction valued at approximately $1.2 billion. Under the terms of the Agreement and Plan of Merger, Serena stockholders will receive $24.00 in cash in exchange for each share of stock, except that certain members of
our management team will contribute a portion of their shares of Serena common stock and/or options to purchase Serena common stock to Spyglass Merger Corp. in exchange for shares and/or options of Spyglass Merger Corp., which will become shares
and/or options of the surviving corporation upon consummation of the merger. Any of Serenas existing $220 million of convertible notes that are not converted to Serena common stock prior to completion of the proposed transaction will be
exchanged for cash in an amount of $24.00 for each share of Serena common stock into which the notes were convertible. The transaction is expected to be completed during the first calendar quarter of 2006.



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On December 1, 2005, in connection with the Agreement and Plan of Merger, the Company filed with the
Securities and Exchange Commission pursuant to Sections 14(a) and 13(e) of the Securities Exchange Act of 1934 as amended, its Preliminary Proxy Statement and Rule 13e-3 Transaction Statement, respectively.



In the current fiscal quarter and nine months ended October 31, 2005,
when compared to the same quarter and nine months a year ago, SERENA experienced increases in total revenues of 15% and 30%, respectively, as total revenues for the current quarter and nine months ended October 31, 2005 were $64.9 million and
$185.6 million, respectively, versus $56.6 million and $142.3 million in the same quarter and nine months from a year ago. These increases were primarily the result of the Companys acquisition of Merant in April 2004, and to a lesser extent,
its acquisition of TeamShare in June 2003 and general growth in business.



For the current fiscal quarter and fiscal nine months ended October 31, 2005, 71% and 68%, respectively, of our software license revenue came from our distributed systems products and 29% and 32%, respectively,
came from our mainframe products. Our distributed systems products are licensed on a per user seat basis. Customers typically purchase mainframe products under Million Instructions Per Second, or MIPS-based, perpetual licenses. Mainframe software
products and applications are usually priced based on hardware computing capacity. The higher a hardwares MIPS capacity, the more expensive a software license will be.



Historically, SERENAs revenue has been generally attributable to sales in North America, Europe and to a lesser extent
Asia Pacific. Revenue attributable to sales in North America accounted for approximately 69% and 65% of SERENAs total revenue in the current fiscal quarter and fiscal nine months ended October 31, 2005, respectively, versus 67% in the
same quarter and 71% in the same nine months, respectively, a year ago.



Our international revenue is principally attributable to our European operations. International revenue accounted for approximately 31% and 35% of SERENAs total revenue in the current fiscal quarter and fiscal nine months ended
October 31, 2005, respectively, versus 33% in the same quarter and 29% in the same nine months, respectively, a year ago.



Critical Accounting Policies and Estimates



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 judgments that affect the reported amounts of assets,
liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. In many instances, we could have reasonably used different accounting estimates, and in other instances changes in the accounting estimates are
reasonably likely to occur from period to period. Accordingly, actual results could differ significantly from the estimates made by us. To the extent that there are material differences between these estimates and actual results, our future
financial statement presentation of our financial condition or results of operations could be affected.



On an ongoing basis, management evaluates its estimates and judgments, including those related to revenue recognition, trade accounts receivable and
allowance for doubtful accounts, impairment or disposal of long-lived assets, and accounting for income taxes, among other things. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under
the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We refer to accounting estimates of this type as critical accounting
policies, which are discussed further below.



In addition to
these estimates and assumptions that we utilize in the preparation of historical financial statements, the inability to properly estimate the timing and amount of future revenues could significantly affect our future operations. We must make
assumptions and estimates as to the timing and amount of future revenue. Specifically, our sales personnel monitor the status of all proposals, including the estimated closing date and



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potential dollar amount of such transactions. We aggregate these estimates periodically to generate a sales pipeline and then evaluate the pipeline to
identify trends in our business. This pipeline analysis and related estimates of revenue may differ significantly from actual revenues in a particular reporting period as the estimates and assumptions were made using the best available data at the
time, which is subject to change.



Specifically, slowdowns in
the global economy and information technology spending 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 the conversion rate of the pipeline into contracts could cause us to plan or budget inaccurately and thereby could adversely affect our business, financial condition or results of
operations. In addition, because a substantial portion of our software license contracts close in the latter part of a quarter, we may not be able to adjust our cost structure to respond to a variation in the conversion of the pipeline in a timely
manner, and thereby the delays may adversely and materially affect our business, financial condition or results of operations.



We believe the following are critical accounting policies and estimates used in the preparation of our consolidated financial statements.



Revenue Recognition.    SERENA recognizes revenues
in accordance with Statement of Position (SOP) 97-2, Software Revenue Recognition, as amended by SOP 98-9, and 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.



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 software licenses, 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 or purchase orders. Software license revenue from license agreements or purchase orders is recognized upon receipt and acceptance of a signed contract or purchase order and
delivery of the software, provided the related fee is fixed and determinable and collectibility of the revenue is probable. 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. 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 the residual method.



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. Deferred revenue represents amounts received by the Company in advance of
performance of the maintenance obligation. Professional services 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.



Valuation of Long-Lived Intangible Assets, Including
Goodwill.    In accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets assets such as property, plant and equipment, and purchased intangibles subject to
amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Such events or changes in circumstances include, but are not limited to, a significant
decrease in the fair value of the underlying business or asset, a significant decrease in the benefits realized from the acquired business or asset, difficulties or delays in



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integrating the business, or a significant change in the operations of the acquired business or use of an asset. Recoverability of long-lived assets other
than goodwill is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment
charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Significant management judgment is required in identifying a triggering event that arises from a change in circumstances; forecasting
future operating results; and estimating the proceeds from the disposition of long-lived or intangible assets. Material impairment charges could be necessary should different conditions prevail or different judgments be made. Assets to be disposed
of would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and would be no longer depreciated. The assets and liabilities of a disposed group classified as held for sale
would be presented separately in the appropriate asset and liability sections of the balance sheet.



To date, there has been no significant impairment of long-lived assets and the Company does not expect to record an impairment loss on its long-lived
assets in the near future.



In accordance with SFAS
No. 142, goodwill is tested annually for impairment, and is tested for impairment more frequently if events and circumstances indicate that the asset might be impaired. Factors we consider important which could trigger an impairment review
include, but are not limited to, significant under-performance relative to expected, historical or projected future operating results, significant changes in the manner of our use of acquired assets or the strategy for our overall business, or
significant negative economic trends. An impairment loss is recognized to the extent that the carrying amount exceeds the assets fair value. This determination is made at the reporting unit level and consists of two steps. First, the Company
determines the fair value of a reporting unit and compares it to its carrying amount. Second, if the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized for any excess of the carrying amount of the reporting
units goodwill over the implied fair value of that goodwill.



The Company completed this test during the fourth quarters of fiscal 2003, fiscal 2004 and fiscal 2005, and the Company has not recorded an impairment loss on goodwill. The Company has concluded that there were no indicators of impairment
of goodwill as of October 31, 2005.



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. The Company assesses the likelihood that deferred tax assets will be recoverable
from future taxable income and a valuation allowance is provided if it is determined more likely than not that some portion of the deferred tax assets will not be realized.



Recent Accounting Pronouncements



In June 2005, the Financial Accounting Standards Board (FASB) issued SFAS No. 154, Accounting Changes and Error Corrections, a
replacement of APB Opinion No. 20, Accounting Changes, and Statement No. 3, Reporting Accounting Changes in Interim Financial Statements (SFAS 154). SFAS 154 will require companies to account for and apply changes in
accounting principles retrospectively to prior periods financial statements, instead of recording a cumulative effect adjustment within the period of the change, unless it is impracticable to determine the effects of the change to each period
being presented. SFAS 154 is effective for accounting changes made in annual periods beginning after December 15, 2005 and, accordingly, the Company must adopt the new accounting provisions effective February 1, 2006.



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In April 2005, the SEC amended the compliance dates for SFAS No. 123R, Shared-Based
Payment. The new rule allows public companies to implement SFAS No. 123R at the beginning of their next fiscal year that begins after June 15, 2005. We will be required to adopt SFAS No. 123R in the first quarter of fiscal
2007 and begin to recognize stock-based compensation related to employee equity awards in our condensed consolidated statements of operations using a fair value-based method on a prospective basis. Since we currently account for equity awards
granted to our employees using the intrinsic value method under APB No. 25, we expect the adoption of SFAS No. 123R will have a significant adverse impact on our financial position and results of operations.



In December 2004 the FASB issued two FASB Staff Positions (FSP)
related to the American Jobs Creation Act (AJCA). FSP No. 109-1 Application of FASB Statement No. 109, Accounting for Income Taxes, to the Tax Deduction on Qualified Production Activities provided by the American Jobs
Creation Act (FSP 109-1) requires companies that qualify for a deduction for domestic production activities under the AJCA to account for the deduction as a special deduction under FASB Statement No. 109 and reduce their
tax expense in the period or periods the amounts are deductible on the tax return.



FSP No. 109-2 Accounting and Disclosure Guidance for the Foreign Earnings Repatriation Provision within the American Jobs Creation Act of 2004 (FSP 109-2) allows companies
additional time to evaluate whether foreign earnings will be repatriated under the repatriation provisions of the AJCA and requires specified disclosures for companies needing the additional time to complete the evaluation. Once a decision is made
to repatriate the foreign earnings, companies must reflect the deferred tax liabilities attributable to foreign earnings in the period that the decision is made to remit those earnings.



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 operations for the three and nine month periods ended October 31, 2005 to the condensed consolidated statements of operations for the three and nine month
periods ended October 31, 2004. Historical results include the post-acquisition results of TeamShare from June 5, 2003, Merant from April 23, 2004, the RTM product from June 21, 2004, and the business application planning
technology product from March 7, 2005.



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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 RevenueThree Months EndedOctober 31, |    |  | Percentage of RevenueNine Months EndedOctober 31, |   
|                                             |  | 2005                                               |    |  | 2004                                              |    |  | 2005 |    |  | 2004 |   
|Revenue:                                     |  |                                                    |    |  |                                                   |    |  |      |    |  |      |   
|Software licenses                            |  | 35                                                 | %  |  | 39                                                | %  |  | 34   | %  |  | 40   | % 
|Maintenance                                  |  | 52                                                 | %  |  | 49                                                | %  |  | 55   | %  |  | 48   | % 
|Professional services                        |  | 13                                                 | %  |  | 12                                                | %  |  | 11   | %  |  | 12   | % 
|                                             |  |                                                    |    |  |                                                   |    |  |      |    |  |      |   
|Total revenue                                |  | 100                                                | %  |  | 100                                               | %  |  | 100  | %  |  | 100  | % 
|                                             |  |                                                    |    |  |                                                   |    |  |      |    |  |      |   
|Cost of revenue:                             |  |                                                    |    |  |                                                   |    |  |      |    |  |      |   
|Software licenses                            |  | 1                                                  | %  |  | 2                                                 | %  |  | 1    | %  |  | 2    | % 
|Maintenance                                  |  | 5                                                  | %  |  | 5                                                 | %  |  | 6    | %  |  | 5    | % 
|Professional services                        |  | 11                                                 | %  |  | 11                                                | %  |  | 10   | %  |  | 11   | % 
|Amortization of acquired technology          |  | 7                                                  | %  |  | 7                                                 | %  |  | 7    | %  |  | 7    | % 
|Stock-based compensation                     |  |                                                   |    |  |                                                  |    |  |     |    |  |     |   
|                                             |  |                                                    |    |  |                                                   |    |  |      |    |  |      |   
|Total cost of revenue                        |  | 24                                                 | %  |  | 25                                                | %  |  | 24   | %  |  | 25   | % 
|                                             |  |                                                    |    |  |                                                   |    |  |      |    |  |      |   
|Gross profit                                 |  | 76                                                 | %  |  | 75                                                | %  |  | 76   | %  |  | 75   | % 
|                                             |  |                                                    |    |  |                                                   |    |  |      |    |  |      |   
|Operating expenses:                          |  |                                                    |    |  |                                                   |    |  |      |    |  |      |   
|Sales and marketing                          |  | 29                                                 | %  |  | 32                                                | %  |  | 29   | %  |  | 32   | % 
|Research and development                     |  | 13                                                 | %  |  | 15                                                | %  |  | 14   | %  |  | 16   | % 
|General and administrative                   |  | 7                                                  | %  |  | 10                                                | %  |  | 7    | %  |  | 9    | % 
|Stock-based compensation                     |  | 1                                                  | %  |  |                                                  |    |  | 1    | %  |  |     |   
|Amortization of intangible assets            |  | 4                                                  | %  |  | 5                                                 | %  |  | 4    | %  |  | 5    | % 
|Acquired in-process research and development |  |                                                   |    |  |                                                  |    |  |     |    |  | 7    | % 
|Restructuring, acquisition and other charges |  |                                                   |    |  | 1                                                 | %  |  |     |    |  | 1    | % 
|                                             |  |                                                    |    |  |                                                   |    |  |      |    |  |      |   
|Total operating expenses                     |  | 54                                                 | %  |  | 63                                                | %  |  | 55   | %  |  | 70   | % 
|                                             |  |                                                    |    |  |                                                   |    |  |      |    |  |      |   
|Operating income                             |  | 22                                                 | %  |  | 12                                                | %  |  | 21   | %  |  | 5    | % 
|Interest income                              |  | 2                                                  | %  |  | 1                                                 | %  |  | 2    | %  |  | 2    | % 
|Interest expense                             |  | (1                                                 | )% |  | (1                                                | )% |  | (1   | )% |  | (2   | )%
|Amortization of debt issuance costs          |  | (1                                                 | )% |  | (1                                                | )% |  |     |    |  | (1   | )%
|                                             |  |                                                    |    |  |                                                   |    |  |      |    |  |      |   
|Income before income taxes                   |  | 22                                                 | %  |  | 11                                                | %  |  | 22   | %  |  | 4    | % 
|Income taxes                                 |  | 6                                                  | %  |  | 3                                                 | %  |  | 7    | %  |  | 4    | % 
|                                             |  |                                                    |    |  |                                                   |    |  |      |    |  |      |   
|Net income                                   |  | 16                                                 | %  |  | 8                                                 | %  |  | 15   | %  |  | 0    | % 
|                                             |  |                                                    |    |  |                                                   |    |  |      |    |  |      |   



Revenue



We derive revenue from software licenses, maintenance, and professional
services. Our total revenue increased $8.3 million, or 15%, to $64.9 million in the fiscal quarter ended October 31, 2005 from $56.6 million in the same quarter a year ago. For the nine months ended October 31, 2005, total revenue
increased $43.3 million, or 30%, to $185.6 million from $142.3 million in the same nine month period a year ago.



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The following table summarizes software licenses, maintenance and professional services revenues for the
periods indicated (in thousands, except percentages):



|                      |  |                                |        |           |                               |                     |  |   |       |  |           |   |                    |   |         |  |   |         |  |   |        |  |    |  
|--------------------- |  | ------------------------------ | ------ | --------- | ----------------------------- | ------------------- |  | - | ----- |  | --------- | - | ------------------ | - | ------- |  | - | ------- |  | - | ------ |  | -- | -
|                      |  | Three Months Ended October 31, |        |           | Nine Months Ended October 31, |                    
|                      |  | 2005                           |        | 2004      |                               | Increase (Decrease) |  |   | 2005  |  | 2004      |   | Increase(Decrease) |  
|                      |  |                                |        | InDollars |                               | In %                |  |   |       |  | InDollars |   | In %               |  
|Revenue:              |  |                                |        |           |                               |                     |  |   |       |  |           |   |                    |   |         |  |   |         |  |   |        |  |    |  
|Software licenses     |  | $                              | 22,511 |           | $                             | 22,124              |  | $ | 387   |  | 2         | % |                    | $ | 63,510  |  | $ | 57,379  |  | $ | 6,131  |  | 11 | %
|Maintenance           |  |                                | 34,156 |           |                               | 27,623              |  |   | 6,533 |  | 24        | % |                    |   | 101,370 |  |   | 68,120  |  |   | 33,250 |  | 49 | %
|Professional services |  |                                | 8,254  |           |                               | 6,894               |  |   | 1,360 |  | 20        | % |                    |   | 20,755  |  |   | 16,843  |  |   | 3,912  |  | 23 | %
|                      |  |                                |        |           |                               |                     |  |   |       |  |           |   |                    |   |         |  |   |         |  |   |        |  |    |  
|Total revenue         |  | $                              | 64,921 |           | $                             | 56,641              |  | $ | 8,280 |  | 15        | % |                    | $ | 185,635 |  | $ | 142,342 |  | $ | 43,293 |  | 30 | %
|                      |  |                                |        |           |                               |                     |  |   |       |  |           |   |                    |   |         |  |   |         |  |   |        |  |    |  



Software
Licenses.    Software licenses revenue as a percentage of total revenue was 35% and 34% in the current fiscal quarter and fiscal nine months ended October 31, 2005, respectively, as compared to 39% and 40% in the same
quarter and nine months, respectively, a year ago. For the current fiscal quarter, when compared to the same quarter a year ago, the increase in total software licenses revenue is predominantly due to the ability to close several large distributed
systems deals. For the current fiscal nine months, when compared to the same nine months a year ago, the increase in total software licenses revenue is predominantly due to increases in our distributed systems license revenue, for the most part
coming from sales of Merant products after the Merant acquisition late in the first fiscal quarter ended April 30, 2004 and, to a lesser extent, sales of RTM andTeamTrack coming from our Integrated Chipware acquisition in second
quarter of fiscal 2005 and our TeamShare acquisition in the second quarter of fiscal 2004. Sales of our distributed systems products, predominantly ChangeMan DSand TeamTrackbeginning in fiscal 2004 and ChangeMan DS, TeamTrackand our newly acquired product line from Merant beginning in the first quarter of fiscal 2005, make up an increasing proportion of total software licenses revenue. Distributed systems products accounted for $15.9 million or 71% and $42.9 million
or 68% of total software licenses revenue in the current fiscal quarter and fiscal nine months ended October 31, 2005, respectively, as compared to $12.2 million or 55% and $34.2 million or 60% in the same quarter and nine months, respectively,
a year ago. The Company expects that its distributed systems revenues in total and as a percentage of software licenses revenue will increase over time, and that our core change management software will continue to account for a substantial portion
of software license revenue in the future.



Maintenance.    Maintenance revenue as a percentage of total revenue was 52% and 55% in the current fiscal quarter and fiscal nine months ended October 31, 2005, respectively, as compared to 49% and 48% in
the same quarter and nine months, respectively, a year ago. For the fiscal quarter and fiscal nine months ended October 31, 2005, when compared to the same periods a year ago, the increase in maintenance revenue is predominantly due to the
Companys acquisition of Merant late in the first fiscal quarter ended April 30, 2004, and to a lesser extent, growth in installed software licenses base, as new licenses generally include one year of maintenance, renewals of maintenance
agreements by existing customers, and maintenance price increases; all partially offset by some cancellations in maintenance contracts. We expect maintenance revenue to grow in absolute dollars in the near term as maintenance contracts renew.



Professional
Services.    Professional services revenue as a percentage of total revenue was 13% and 11% in the current fiscal quarter and fiscal nine months ended October 31, 2005, respectively, as compared to 12% in both the same
quarter and nine months, a year ago. For both the current fiscal quarter and nine months, when compared to the same quarter and nine months a year ago, the increase is predominantly due to the acquisition of Merant. In general, professional services
revenue is attributable to consulting opportunities resulting from our installed customer base and our expanded consulting service capabilities, all partially offset by the continued weak U.S. economy, price pressures on consulting rates, and the
deferral of existing consulting projects.



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Cost of Revenue



Cost of revenue, which consists of cost of software licenses, cost of maintenance, cost of professional services, amortization of acquired technology and
stock-based compensation, was 24% of total revenue in both the current fiscal quarter and fiscal nine months ended October 31, 2005, respectively, as compared to 25% in both the same quarter and nine months, respectively, a year ago.



The following table summarizes cost of revenue for the periods
indicated (in thousands, except percentages):



|                                    |  |                                |            |   |                               |      |        |                     |  |   |            |   |  |      |    |  |                     |        |   |  |   |        |   |  |   |       |   |  |    |   
|----------------------------------- |  | ------------------------------ | ---------- | - | ----------------------------- | ---- | ------ | ------------------- |  | - | ---------- | - |  | ---- | -- |  | ------------------- | ------ | - |  | - | ------ | - |  | - | ----- | - |  | -- | --
|                                    |  | Three Months Ended October 31, |            |   | Nine Months Ended October 31, |     
|                                    |  | 2005                           |            |   | 2004                          |      |        | Increase (Decrease) |  |   | 2005       |   |  | 2004 |    |  | Increase (Decrease) |       
|                                    |  |                                | In Dollars |   |                               | In % |        |                     |  |   | In Dollars |   |  | In % |   
|Cost of revenue:                    |  |                                |            |   |                               |      |        |                     |  |   |            |   |  |      |    |  |                     |        |   |  |   |        |   |  |   |       |   |  |    |   
|Software licenses                   |  | $                              | 846        |   |                               | $    | 930    |                     |  | $ | (84        | ) |  | (9   | )% |  | $                   | 2,368  |   |  | $ | 2,280  |   |  | $ | 88    |   |  | 4  | % 
|Maintenance                         |  |                                | 3,327      |   |                               |      | 3,145  |                     |  |   | 182        |   |  | 6    | %  |  |                     | 10,014 |   |  |   | 7,859  |   |  |   | 2,155 |   |  | 27 | % 
|Professional services               |  |                                | 7,182      |   |                               |      | 6,002  |                     |  |   | 1,180      |   |  | 20   | %  |  |                     | 19,141 |   |  |   | 15,049 |   |  |   | 4,092 |   |  | 27 | % 
|Amortization of acquired technology |  |                                | 4,222      |   |                               |      | 4,037  |                     |  |   | 185        |   |  | 5    | %  |  |                     | 12,768 |   |  |   | 10,014 |   |  |   | 2,754 |   |  | 28 | % 
|Stock-based compensation            |  |                                | 8          |   |                               |      | 14     |                     |  |   | (6         | ) |  | (43  | )% |  |                     | 29     |   |  |   | 30     |   |  |   | (1    | ) |  | (4 | )%
|                                    |  |                                |            |   |                               |      |        |                     |  |   |            |   |  |      |    |  |                     |        |   |  |   |        |   |  |   |       |   |  |    |   
|Total cost of revenue               |  | $                              | 15,585     |   |                               | $    | 14,128 |                     |  | $ | 1,457      |   |  | 10   | %  |  | $                   | 44,320 |   |  | $ | 35,232 |   |  | $ | 9,088 |   |  | 26 | % 
|                                    |  |                                |            |   |                               |      |        |                     |  |   |            |   |  |      |    |  |                     |        |   |  |   |        |   |  |   |       |   |  |    |   
|Percentage of total revenue         |  |                                | 24         | % |                               |      | 25     | %                   |  |   |            |   |  |      |    |  |                     | 24     | % |  |   | 25     | % |  |   |       |   |  |    |   
|                                    |  |                                |            |   |                               |      |        |                     |  |   |            |   |  |      |    |  |                     |        |   |  |   |        |   |  |   |       |   |  |    |   



Software
Licenses.    Cost of software licenses consists principally of fees associated with the sales of certain distributed system products, in particular, products from our acquisition of Merant; and to a lesser extent, salaries,
bonuses and other costs associated with our product release organization, certain referral fees and fees associated with integrating third party technology into our distributed system products. Cost of software licenses as a percentage of total
software licenses revenue was 4% in both the current fiscal quarter ended October 31, 2005 and in the same quarter a year ago, and 4% in both the current fiscal nine months and in the same nine months a year ago. For the current fiscal quarter
ended October 31, 2005, when compared to the same quarter a year ago, the slight decrease in absolute dollars is primarily due to revenues being essentially flat quarter-over-quarter and a slight decrease in royalty bearing software sales this
quarter over the quarter a year ago. For the current fiscal nine months ended October 31, 2005, when compared to the same nine months a year ago, the increase in absolute dollars is primarily due to increases in fees associated with sales of
Merant products beginning with the acquisition of Merant late in the first fiscal quarter ended April 30, 2004.



Maintenance.    Cost of maintenance consists primarily of salaries, bonuses, and other costs associated with our customer
support organization. Cost of maintenance as a percentage of total maintenance revenue was 10% in both the current fiscal quarter and fiscal nine month periods ended October 31, 2005, as compared to 11% and 12% respectively in the same quarter
and nine month periods a year ago. In absolute dollar terms, the increase of our cost of maintenance is primarily attributable to increases in expenses associated with our customer support organization, as a result of the growth in both our
maintenance revenue and installed customer base with our acquisition of Merant late in the first quarter of fiscal 2005, and to a lesser extent, the increase in our installed customer base resulting from the RTM technology acquisition in the
second quarter of fiscal 2005. As a percentage of total maintenance revenue, the margin improvement in the current fiscal quarter and fiscal nine month periods, when compared to the same periods a year ago, reflects economies of scale achieved as
the rate of growth in maintenance revenue was greater than the rate of growth in costs associated with our customer support organizations.



Professional Services.    Cost of professional services consists of salaries, bonuses, and other costs associated with
supporting and growing our professional services organization. Cost of professional services as a percentage of total professional services revenue was 87% and 92% in the current fiscal quarter and fiscal nine month periods ended October 31,
2005, respectively, as compared to 87% and 89% in the same quarter and nine



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month periods, respectively, a year ago. For the current fiscal quarter ended October 31, 2005, when compared to the same quarter a year ago, the
increase in cost of professional services in absolute dollars is predominantly due to increases in expenses associated with our corresponding increase in professional services revenue. For the current fiscal nine month period, when compared to the
same nine month period a year ago, the increase in the cost of professional services in absolute dollars and as a percentage of total professional services revenue is predominantly due to increases in expenses to support higher professional services
revenue and the rate of growth of our costs being greater than our rate of growth in revenue associated with our professional services business.



Amortization of Acquired Technology.    In connection with various prior acquisitions and most recently our acquisitions of
TeamShare, Merant, the RTM technology, and the business application planning technology, the Company has recorded $93.8 million in acquired technologies, offset by amortization totaling $44.5 million as of October 31, 2005. For both the
current fiscal quarter and fiscal nine month periods ended October 31, 2005, when compared to the same periods a year ago, the increase in amortization expense was predominantly due to the acquired technology recorded in connection with the
Companys acquisition of Merant, and to a lesser extent, the acquired technology recorded in connection with the Companys acquisitions of TeamShare, the RTM product and the business application planning product. The Company expects
to record $4.2 million in amortization expense in the fourth quarter of fiscal 2006; then, between $3.3 and $4.2 million per quarter over the next four quarters following thereon through the end of fiscal 2007. See Notes 1 and 6 of Notes to
Condensed Consolidated Financial Statements for additional information related to amortization of acquired technology and the acquisitions of Merant and the RTM technology from Integrated Chipware.



Operating Expenses



The following table summarizes operating expenses for the periods indicated
(in thousands, except percentages):



|                                           |  |                                |        |   |                               |   |        |                    |  |   |      |   |  |      |    |  |                    |         |   |            |   |         |      |  |   |         |   |  |      |   
|------------------------------------------ |  | ------------------------------ | ------ | - | ----------------------------- | - | ------ | ------------------ |  | - | ---- | - |  | ---- | -- |  | ------------------ | ------- | - | ---------- | - | ------- | ---- |  | - | ------- | - |  | ---- | --
|                                           |  | Three Months Ended October 31, |        |   | Nine Months Ended October 31, |  
|                                           |  |                                |        |   |                               |   |        | Increase(Decrease) |  |   |      |   |  |      |    |  | Increase(Decrease) |        
|                                           |  | 2005                           |        |   | 2004                          |   |        | In Dollars         |  |   | In % |   |  | 2005 |    |  | 2004               |         |   | In Dollars |   |         | In % | 
|Operating expenses:                        |  |                                |        |   |                               |   |        |                    |  |   |      |   |  |      |    |  |                    |         |   |            |   |         |      |  |   |         |   |  |      |   
|Sales and marketing                        |  | $                              | 18,689 |   |                               | $ | 17,913 |                    |  | $ | 776  |   |  | 4    | %  |  | $                  | 53,160  |   |            | $ | 45,402  |      |  | $ | 7,758   |   |  | 17   | % 
|Research and development                   |  |                                | 8,696  |   |                               |   | 8,393  |                    |  |   | 303  |   |  | 4    | %  |  |                    | 26,115  |   |            |   | 22,217  |      |  |   | 3,898   |   |  | 18   | % 
|General and administrative                 |  |                                | 4,842  |   |                               |   | 5,800  |                    |  |   | (958 | ) |  | (17  | )% |  |                    | 13,706  |   |            |   | 12,811  |      |  |   | 895     |   |  | 7    | % 
|Stock-based compensation                   |  |                                | 587    |   |                               |   | 223    |                    |  |   | 364  |   |  | 163  | %  |  |                    | 1,154   |   |            |   | 463     |      |  |   | 691     |   |  | 149  | % 
|Amortization of intangible assets          |  |                                | 2,560  |   |                               |   | 2,835  |                    |  |   | (275 | ) |  | (10  | )% |  |                    | 7,956   |   |            |   | 6,771   |      |  |   | 1,185   |   |  | 18   | % 
|Acquired in-process R&D                    |  |                                |       |   |                               |   |       |                    |  |   |     |   |  |     |    |  |                    |        |   |            |   | 10,400  |      |  |   | (10,400 | ) |  | (100 | )%
|Restructuring, acquisition & other charges |  |                                |       |   |                               |   | 410    |                    |  |   | (410 | ) |  | (100 | )% |  |                    |        |   |            |   | 2,175   |      |  |   | (2,175  | ) |  | (100 | )%
|                                           |  |                                |        |   |                               |   |        |                    |  |   |      |   |  |      |    |  |                    |         |   |            |   |         |      |  |   |         |   |  |      |   
|Total operating expenses                   |  | $                              | 35,374 |   |                               | $ | 35,574 |                    |  | $ | (200 | ) |  | (1   | )% |  | $                  | 102,091 |   |            | $ | 100,239 |      |  | $ | 1,852   |   |  | 2    | % 
|                                           |  |                                |        |   |                               |   |        |                    |  |   |      |   |  |      |    |  |                    |         |   |            |   |         |      |  |   |         |   |  |      |   
|Percentage of total revenue                |  |                                | 54     | % |                               |   | 63     | %                  |  |   |      |   |  |      |    |  |                    | 55      | % |            |   | 70      | %    |  |   |         |   |  |      |   
|                                           |  |                                |        |   |                               |   |        |                    |  |   |      |   |  |      |    |  |                    |         |   |            |   |         |      |  |   |         |   |  |      |   



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 both the current fiscal quarter and fiscal nine months ended October 31, 2005, respectively, as compared to 32% in both the same quarter and nine months, respectively, a year ago. For the current fiscal
quarter and nine months ended October 31, 2005, when compared to the same quarter and nine months a year ago, the absolute dollar increase is due primarily to the expansion of our direct sales and marketing organizations to support license
revenue growth and increases in salary, benefits and other employee related costs associated with our Merant acquisition, and to a lesser extent, our TeamShare acquisition. The decrease in sales and marketing expenses as a percentage of total
revenue in the current fiscal quarter and fiscal nine months, when compared to the same quarter and nine months a year ago, is predominantly



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due to the realization of cost synergies associated with our Merant acquisition. In absolute dollar terms, we expect sales and marketing expenses to increase
as we continue to hire additional sales and marketing personnel, market our distributed systems products, and undertake additional marketing programs.



Research and Development.    Research and development expenses consist primarily of salaries, bonuses, payroll taxes, employee
benefits and costs attributable to research and development activities. Research and development expenses as a percentage of total revenue were 13% and 14% in the current fiscal quarter and fiscal nine months ended October 31, 2005,
respectively, as compared to 15% and 16% in the same quarter and nine months, respectively, a year ago. For the current fiscal quarter and the fiscal nine months ended October 31, 2005, when compared to the same quarter and nine months a year
ago, the increase in research and development expenses in absolute dollars is primarily attributable to increases to salary, benefits and other employee related costs as a result of our Merant acquisition, and to a lesser extent, our TeamShare and
the Process View Composertechnology acquisitions, and to our continued expansion of our research and development efforts to enhance existing products and to develop our distributed systems products. As a percentage of total revenue, research
and development expenses decreased in both the current fiscal quarter and fiscal nine months, when compared to the same quarter and nine months a year ago, as a result of the rate of growth in revenue being greater than the rate of growth in costs
associated with our research and development activities. We expect research and development expenses to increase, both in absolute dollar terms and as a percentage of total revenue, as we localize our products and hire additional research and
development personnel primarily to develop our distributed systems product suite.



General and Administrative.    General and administrative expenses consist primarily of salaries, bonuses, payroll taxes, benefits, and certain non-allocable administrative costs, including
legal and accounting fees and bad debt. General and administrative expenses as a percentage of total revenue were 7% in both the current fiscal quarter and fiscal nine month periods ended October 31, 2005, as compared to 10% and 9% in the same
quarter and nine month periods, respectively, a year ago. For the current fiscal quarter ended October 31, 2005, when compared to the same quarter a year ago, the decrease in general and administrative expenses in absolute dollars is primarily
due to the realization of cost synergies associated with the Merant acquisition, a reduction in Sarbanes-Oxley and audit related costs, and to a lesser extent, a decline in payroll and payroll related costs associated with headcount changes, offset
by costs associated with the proposed transaction with Silver Lake Partners totaling $0.5 million. For the current fiscal nine month period, when compared to the same nine months a year ago, the increase in general and administrative expenses in
absolute dollars is primarily due to our Merant acquisition. For both the current fiscal quarter and fiscal nine month periods, when compared to the same periods a year ago, the decrease in general and administrative expenses as a percentage of
total revenue is primarily due to the realization of cost synergies associated with the Merant acquisition, a reduction in Sarbanes-Oxley and audit related costs, and to a lesser extent, a decline in payroll and payroll related costs associated with
headcount changes. We expect general and administrative expenses to increase in absolute dollar terms as we expand our infrastructure and our operations in the future.



Stock-Based Compensation.    In connection with the Companys acquisition of Merant, the
Company recorded $1.8 million in deferred stock-based compensation reflecting the intrinsic value of the stock options assumed in the acquisition. The deferred stock-based compensation is being amortized over four years under an accelerated method
whereby approximately $0.9 million, $0.5 million, $0.3 million and $0.1 million will be amortized to expense in the first, second, third and fourth years, respectively. In connection with the Companys issuance of restricted stock in the second
fiscal quarter ended July 31, 2005, the Company recorded an additional $9.4 million in deferred stock-based compensation reflecting the fair market value of the stock on the date of grant. Deferred stock-based compensation associated with the
restricted stock is being amortized over five years under the straight-line method. As of October 31, 2005, the Company has amortized $1.9 million in deferred stock- based compensation and has $9.3 million remaining to be amortized. Stock-based
compensation expense will be approximately $0.6 million per quarter over the next two quarters through the end of the first quarter of fiscal 2007, and then $0.5 million per quarter thereafter through the end of the first quarter of fiscal 2011.



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Amortization of Intangible Assets.    In connection with various prior
acquisitions, most recently TeamShare and Merant, the Company has recorded $65.3 million in identifiable intangible assets, offset by amortization totaling $20.5 million as of October 31, 2005. Amortization expense in the current fiscal quarter
and fiscal nine months ended October 31, 2005 is predominantly due to the Merant acquisition, which added $59.2 million in amortizable intangible assets and, to a lesser extent, due to the TeamShare acquisition, which added $5.2 million in
amortizable intangible assets. Amortization of intangible assets will be approximately $2.6 million per quarter over the next two quarters through the first quarter of fiscal 2007, and $2.2 million per quarter thereafter through the end of fiscal
2009.



Acquired In-Process Research and
Development.    In connection with the Companys acquisition of Merant, the Company recognized a charge in the first quarter of fiscal 2005 of $10.4 million for acquired in-process research and development. See Note 2 of
Notes to Condensed Consolidated Financial Statements for additional information related to the acquired in-process research and development charge.



Restructuring, acquisition and other charges.    In connection with the Companys acquisition of Merant, the Company
incurred restructuring, acquisition and other charges in the first and second quarters of fiscal 2005 related to the acquisition that are not part of the Companys ongoing operations. Such charges included certain employee payroll, severance
and other employee related costs associated with transitional activities that are not part of ongoing operations, and travel and other direct costs associated with integrating the two companies.



Interest Income, Interest Expense and Amortization of Debt Issuance Costs



The following table summarizes other income (expense) for the periods
indicated (in thousands, except percentages):



|                                    |  |                                |       |            |                               |      |      |                    |  |   |            |  |      |      |  |   |                    |   |  |   |        |    |  |   |       |  |     |   
|----------------------------------- |  | ------------------------------ | ----- | ---------- | ----------------------------- | ---- | ---- | ------------------ |  | - | ---------- |  | ---- | ---- |  | - | ------------------ | - |  | - | ------ | -- |  | - | ----- |  | --- | --
|                                    |  | Three Months Ended October 31, |       |            | Nine Months Ended October 31, |     
|                                    |  | 2005                           |       |            | 2004                          |      |      | Increase(Decrease) |  |   | 2005       |  |      | 2004 |  |   | Increase(Decrease) |  
|                                    |  |                                |       | In Dollars |                               | In % |      |                    |  |   | In Dollars |  | In % |     
|Other income (expense)              |  |                                |       |            |                               |      |      |                    |  |   |            |  |      |      |  |   |                    |   |  |   |        |    |  |   |       |  |     |   
|Interest income                     |  | $                              | 1,708 |            |                               | $    | 702  |                    |  | $ | 1,006      |  | 143  | %    |  | $ | 4,198              |   |  | $ | 2,745  |    |  | $ | 1,453 |  | 53  | % 
|Interest expense                    |  |                                | (825  | )          |                               |      | (825 | )                  |  |   |           |  |     |      |  |   | (2,475             | ) |  |   | (2,475 | )  |  |   |      |  |    |   
|Amortization of debt issuance costs |  |                                | (335  | )          |                               |      | (335 | )                  |  |   |           |  |     |      |  |   | (1,005             | ) |  |   | (1,131 | )  |  |   | 126   |  | (11 | )%
|                                    |  |                                |       |            |                               |      |      |                    |  |   |            |  |      |      |  |   |                    |   |  |   |        |    |  |   |       |  |     |   
|Total other income (expense)        |  | $                              | 548   |            |                               | $    | (458 | )                  |  | $ | 1,006      |  | (    | *)   |  | $ | 718                |   |  | $ | (861   | )  |  | $ | 1,579 |  | (   | *)
|                                    |  |                                |       |            |                               |      |      |                    |  |   |            |  |      |      |  |   |                    |   |  |   |        |    |  |   |       |  |     |   
|Percentage of total revenue         |  |                                |      | %          |                               |      | (1   | )%                 |  |   |            |  |      |      |  |   | 1                  | % |  |   | (1     | )% |  |   |       |  |     |   
|                                    |  |                                |       |            |                               |      |      |                    |  |   |            |  |      |      |  |   |                    |   |  |   |        |    |  |   |       |  |     |   

---

|(*) |  | Percentage is not meaningful.
|--- |  | -----------------------------



Interest Income.    For the current fiscal quarter and fiscal nine months ended October 31, 2005, when compared to the
same quarter and nine months a year ago, the dollar increase in interest income is predominantly due to increases in balances on interest-bearing accounts, such as cash and cash equivalents, and both short and long-term investments, resulting from
the accumulation of earnings and higher yields; all partially offset by (i) decreases in balances on interest-bearing accounts, such as cash and cash equivalents, and both short and long- term investments, resulting from our acquisition of
Merant in which the Company paid approximately $267 million in cash in the second fiscal quarter ended July 31, 2004 for the acquisition itself and an additional $18.4 million in acquisition related costs, and (ii) to a lesser extent,
decreases in cash balances of $94.1 million due to the Companys stock repurchase programs implemented after the fiscal quarter ended April 30, 2004, and $4.5 million, including acquisition related-costs, paid for the acquisition of
certain assets of Integrated Chipware in the second quarter of fiscal 2005.



Interest Expense.    On December 15, 2003, the Company issued its 1.5% Convertible Subordinated Notes due 2023 (the Notes) in a private placement. The Company will pay
interest on the Notes on June 15 and December 15 of each year. The first interest payment was made on June 15, 2004. The Company has pledged a portfolio of U.S. government securities to secure the first six scheduled interest payments
on the Notes.



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The Company records interest expense in connection with the Notes at a rate of 1.5% per annum on a
principal balance of $220 million, or $825,000 per quarter. Accordingly, interest expense for the current fiscal quarter ended October 31, 2005 and the same quarter a year ago was $825,000, and for the current fiscal nine month period and the
same nine month period a year ago was $2.48 million.



Amortization of Debt Issuance Costs.    The Company records amortization of debt issuance costs in connection with the Notes, which will be amortized over 5 years, the term of the initial put option by the Note
holders. Amortization of debt issuance costs will be $1.34 million annually going forward through December 15, 2008, when the initial put option expires, or earlier, upon conversion of the Notes.



Income Taxes



Income Taxes.    Income taxes were $4.0 million and $12.8 million in the current fiscal quarter
and fiscal nine months ended October 31, 2005, respectively, as compared to $2.2 million and $5.8 million in the same quarter and nine months, respectively, a year ago. SERENAs projected effective income tax rate for fiscal 2006 is 37%.
In the second fiscal quarter ended July 31, 2005, SERENA benefited from the release of certain research credit tax reserves totaling approximately $0.6 million in connection with a franchise tax audit settlement. In the current fiscal quarter
ended October 31, 2005, SERENA benefited from the release of certain tax reserves totaling $1.4 million associated with (i) the close of federal statutes of limitations, (ii) the close of a federal tax audit for fiscal 2003, and
(iii) a fiscal 2005 tax provision to return true-up. These non-recurring benefits reduced the effective tax rate in the current fiscal quarter and fiscal nine months to 27% and 32%, respectively. The Companys effective income tax rate for
fiscal 2005 was 53%, and excluding the impact of the one-time in-process research and development charge of $10.4 million taken in the first quarter of fiscal 2005 ended April 30, 2004, would have been 35%. SERENAs effective income tax
rate has historically benefited from the United States research and experimentation tax credit and tax benefits generated from export sales made from the United States.



Liquidity and Capital Resources



Cash, cash equivalents and investments.    Since SERENAs inception, we have financed our operations and met our capital
expenditure requirements through cash flows from operations. As of October 31, 2005 and excluding $4.9 million in restricted cash, SERENA had $99.0 million in cash and cash equivalents, and an additional $56.9 million and $40.6 million in short
and long-term investments, respectively, consisting principally of high grade commercial paper, certificates of deposit and short and long-term corporate notes and bonds.



Net cash provided by operating activities.    Cash flows provided by operating activities were
$55.4 million and $30.3 million in the current fiscal nine month period ended October 31, 2005 and the same nine month period a year ago, respectively. In the current fiscal nine month period ended October 31, 2005, SERENAs cash
flows provided by operating activities exceeded net income principally due to the inclusion of non-cash expenses in net income, changes in the fair market value of consideration in the acquisitions of Merant and TeamShare, a decrease in trade
accounts receivable, and increases in accrued expenses and corporate income taxes payable; all partially offset by cash collections in advance of revenue recognition on maintenance contracts and a decrease in accounts payable. In the same nine
months 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 accrued expenses; all partially offset by a decrease in corporate
income taxes payable and an increase in accounts receivable.



Net cash used in investing activities.    Net cash used in investing activities was $51.0 million and $135.6 million in the current fiscal nine months ended October 31, 2005 and the same nine months a year
ago, respectively. In the current fiscal nine months ended October 31, 2005, net cash used in investing activities related to net purchases of short and long-term investments totaling $42.0 million, acquisition related costs paid



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in connection with the Merant acquisition totaling $3.5 million, acquisition related costs paid in connection with the acquisition of business application
planning technology totaling $3.2 million, and the purchase of computer equipment and office furniture and equipment totaling $2.3 million. In the same nine months a year ago, net cash used in investing activities related to acquisition related
costs paid in connection with the Merant acquisition totaling $197.4 million, acquisition related costs paid in connection with the acquisition of selected net assets of Integrated Chipware, Inc. totaling $3.8 million and purchase of computer
equipment and office furniture and equipment totaling $1.2 million; all partially offset by net sales of short and long-term investments totaling $66.8 million.



Net cash used in financing activities.    Net cash used in financing activities was $39.0 million and $24.4 million in the
current fiscal nine months ended October 31, 2005 and the same nine months a year ago, respectively. In the current fiscal nine months ended October 31, 2005, net cash used in financing activities related to common stock repurchased under
the stock repurchase plan totaling $48.6 million; partially offset by the exercise of stock options under the Companys employee stock option plan totaling $7.9 million, and the sale of common stock under the Companys employee stock
purchase plan totaling $1.8 million. In the same nine months a year ago, net cash used in financing activities was related to common stock repurchased under the stock repurchase plan totaling $30.6 million; all partially offset by the exercise of
stock options under the Companys employee stock option plan totaling $4.6 million and the sale of common stock under the Companys employee stock purchase plan totaling $1.6 million.



Contractual obligations and commitments.    At
October 31, 2005, SERENA did not have any material commitments for capital expenditures and has no revolving credit agreement or other term loan agreements with any bank or other financial institution.



On December 15, 2003, the Company issued the Notes in a private
placement. Under certain conditions, the Notes are convertible into shares of the Companys common stock at an initial conversion rate of 45.0577 shares per $1,000 principal (representing an initial conversion price of approximately $22.194 per
share), subject to certain adjustments. Upon conversion of 100% of the Notes, the Companys common stock issued would be 9,912,694.



The Company has pledged a portfolio of U.S. government securities to secure the first six scheduled interest payments on the Notes. Accordingly, as of
October 31, 2005, the Company has approximately $4.9 million in restricted cash against this pledge to cover the remaining three of the first six scheduled interest payments. Other than this pledge of U.S. government securities, the Notes are
subordinated unsecured obligations and rank junior in right of payment to the Companys existing and future senior indebtedness and structurally subordinated to all indebtedness and other liabilities of the Companys subsidiaries. The
Notes are not listed on any securities exchange.



The Company
may redeem the Notes, in whole or in part, under certain circumstances and at certain times. Accrued interest to the redemption date will be paid by the Company in any such redemption. The holders of the Notes may require the Company to repurchase
for cash all or a portion of their Notes on December 15, 2008, December 15, 2013, or December 15, 2018 at a purchase price equal to 100% of the principal amount of the Notes being purchased, plus accrued and unpaid interest to,
but excluding the purchase date.



At October 31, 2005, the
Company had Notes outstanding totaling $220 million. The Notes bear interest at 1.5% per annum and are due in 2023. Accrued and unpaid interest on the notes totaled $1.2 million as of October 31, 2005 with restricted cash balances on hand
totaling $4.9 million to cover the next three semi-annual interest payments.



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SERENA has noncancelable operating lease agreements for office space that expire between calendar 2005
and 2013. Future payments due under operating leases and debt as of October 31, 2005 are as follows (in thousands):



|                                                  |  |                        |         |                 |   |           |  |           |       |            |   |       |  |   |        
|------------------------------------------------- |  | ---------------------- | ------- | --------------- | - | --------- |  | --------- | ----- | ---------- | - | ----- |  | - | -------
|                                                  |  | Payments Due by Period
|                                                  |  | Total                  |         | Less than1 year |   | 1-3 years |  | 3-5 years |       | Thereafter
|Operating lease obligations                       |  | $                      | 14,414  |                 | $ | 3,948     |  | $         | 5,737 |            | $ | 3,862 |  | $ | 868    
|Restructuring-related operating lease obligations |  |                        | 3,796   |                 |   | 1,543     |  |           | 1,697 |            |   | 273   |  |   | 283    
|11/2% Convertible Subordinated Notes due 2023     |  |                        | 220,000 |                 |   |           |  |           |       |            |   |       |  |   | 220,000
|                                                  |  |                        |         |                 |   |           |  |           |       |            |   |       |  |   |        
|                                                  |  | $                      | 238,210 |                 | $ | 5,491     |  | $         | 7,434 |            | $ | 4,135 |  | $ | 221,151
|                                                  |  |                        |         |                 |   |           |  |           |       |            |   |       |  |   |        



Working capital,
accounts receivable and deferred revenue.    At October 31, 2005, SERENA had working capital of $93.1 million and accounts receivable, net of allowances, of $37.3 million. Total deferred revenue was $73.9 million at
October 31, 2005.



Off-balance sheet
arrangements.    As part of our ongoing business, we do not participate in transactions that generate relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured
finance or special purpose entities, or SPEs, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. As of October 31, 2005, we are not involved in any
unconsolidated SPE transactions.



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. At some point in the future we may require additional funds for either operating or
strategic purposes and may seek to raise the additional funds through public or private debt or equity financing. If we ever need to seek additional financing, there is no assurance that this additional financing will be available, or if available,
will be on reasonable terms and not dilutive to our stockholders.



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, 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; economic conditions worldwide which may continue to affect the overall demand for
software and services, which has resulted in and could continue to result in decreased revenues or lower revenue growth rates in the future; changes in revenue mix and seasonality; dependence on revenues from our installed base; continued demand for
additional mainframe MIPS capacity; our ability to complete the assessment of internal controls over financial reporting as of January 31, 2006, as required by Section 404 of the Sarbanes-Oxley Act, which may impact market perception of
the reliability of our internal controls over financial reporting and thus adversely affect the market price of our common stock; expansion of our international organizations; our ability to manage our growth. We may not be able to complete the
proposed acquisition by Silver Lake Partners on the agreed terms or other acceptable terms, or at all, due to a number of factors, including the failure to obtain approval of our stockholders, regulatory approvals or to satisfy other customary
closing conditions. Other factors that may affect future results are 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



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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.



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 general economic slowdown or weakness worldwide that has occurred and could occur in the future, a number of customers have delayed and could delay in the future discretionary
spending for software and hardware, which has reduced or could reduce in the future our revenue. Additionally, sales cycles have lengthened and could lengthen in the future as customers delay decisions to purchase our 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 Worldwide 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 SERENA in
the past 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. Our license revenues have fluctuated in recent years and we may not experience any license revenue growth in the future and our license revenues could in fact decline.



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 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 correlate to revenues in a particular quarter or year. A slowdown in the economy, domestically and internationally, has caused in the past and may cause in the future customer purchasing decisions to be
delayed, reduced in amount or cancelled, all of which have reduced and could 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 SERENA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.



We May Not Be Able to Complete the Proposed Merger on the Terms Described in the Proxy
Statement Or Other Acceptable Terms Or At All Because of a Number of Factors. Whether Or Not the Proposed Merger is Completed, the Announcement of the Merger May Cause Disruption In Our Business.



We may not be able to complete the proposed merger as a result of various
factors, including:



| |  |  | Failure to obtain stockholder or other regulatory approval for the merger;
| | - |  | --------------------------------------------------------------------------



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| |  |  | Failure to obtain the necessary financing for the merger;
| | - |  | ---------------------------------------------------------



| |  |  | The occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement,
| | - |  | ---------------------------------------------------------------------------------------------------------------------------



| |  |  | The failure of the merger to close for any other reason, and
| | - |  | ------------------------------------------------------------



| |  |  | Failure to satisfy other closing conditions of the merger.
| | - |  | ----------------------------------------------------------



Whether or not the merger is completed, the pendency of the merger could be disruptive to our business. Our customers, suppliers, distributors, licensors,
employees and other business partners, in response to the announcement of the merger, may adversely change or terminate their relationship with us. In addition, managements attention could be diverted from our core business by the pendency of
the merger or the litigation instituted following the announcement of the merger.



In addition, we believe the following factors could cause actual results to differ materially from forward-looking statements contained in this report underManagements Discussion and Analysis of
Financial Condition and Results of Operations, and elsewhere in this report:



| |  |  | The outcome of the legal proceedings that have instituted against us and others following the announcement of the merger agreement, and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The amount of the costs, fees, expenses and charges related to the merger.
| | - |  | --------------------------------------------------------------------------



Charges to Earnings Resulting From Our Acquisition of Merant, Including the Application of the Purchase Method of Accounting, and Restructuring and Integration Costs
May Materially Adversely Affect the Market Value of SERENA Shares



In accordance with U.S. GAAP, SERENA has accounted for the Merant acquisition using the purchase method of accounting. SERENA has allocated the total estimated purchase price to Merants net tangible assets, amortizable intangible
assets, and in-process research and development based on their fair values as at the date of the acquisition, and recorded the excess of the purchase price over those fair values as goodwill. SERENAs financial results, including earnings per
share, could be adversely affected by a number of financial adjustments required by US GAAP including the following:



| |  |  | We will incur additional amortization expense over the estimated useful lives of certain of the intangible assets acquired in connection with the acquisition during such estimated
useful lives; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | To the extent the value of goodwill or intangible assets with indefinite lives becomes impaired, we may be required to incur material charges relating to the impairment of those
assets.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



We have incurred and expect to incur
costs associated with combining the operations of the two companies, including advisors fees and other costs related to the acquisition. These costs have been substantial and include those related to the severance and stock option acceleration
provisions of Merants employee benefit plans, which were triggered by the acquisition. We also face potential costs related to employee redeployment or relocation and/or employee retention, which could include salary increases, bonuses or
option grants, reorganization or closure of facilities, relocation and disposal of excess equipment, termination of contracts with third parties that provide redundant or conflicting services and other integration costs. We have accounted for these
costs as purchase related adjustments in the acquisition, and such costs have decreased our net income and have impacted cash balances. Each of these charges has negatively impacted earnings, which could have a material adverse effect on the price
of SERENA shares.



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



Our sales cycle typically takes three to eighteen 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 of which we may have little or no
control, including the size and complexity of a potential transaction and/or 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
delay purchases or reduce budgets as a result of economic conditions. Additionally, the emerging market of our products and services contributes to the lengthy sales process in that during the sales cycle we often have to educate potential customers
on the use and the benefits of our products. In certain circumstances, we license our software to customers on a trial basis to assist customers in their evaluation of our products. Our sales cycle can also be further extended for product sales made
through third party distributors.



Our Future Revenue Is Substantially
Dependent Upon Our Installed Customers Renewing Maintenance Agreements for Our Products and Licensing or Upgrading Additional SERENA 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 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 option of the customer 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 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 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:



| |  |  | Incur additional restructuring and acquisition charges related to the integration of Merant;
| | - |  | --------------------------------------------------------------------------------------------



| |  |  | Include the expenses associated with our TeamShare and Merant acquisitions, and any other acquisitions we may complete;
| | - |  | -----------------------------------------------------------------------------------------------------------------------



| |  |  | Increase our sales and marketing activities, including expanding our United States and international direct sales forces and extending our telesales efforts;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Develop our technology, including our distributed systems products;
| | - |  | -------------------------------------------------------------------



| |  |  | Invest in penetrating the systems integrator and federal government marketplaces;
| | - |  | ---------------------------------------------------------------------------------



| |  |  | Expand our distribution channels; and
| | - |  | -------------------------------------



| |  |  | Pursue strategic relationships and acquisitions.
| | - |  | ------------------------------------------------



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



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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 License Revenues
from Products for Distributed Systems May Fluctuate



We
introduced our ChangeMan DS product in fiscal 2000 and our ChangeMan ZDD product in the first quarter of fiscal 2003. In the second quarter of fiscal 2004, we acquired the TeamTrack product with our acquisition of TeamShare
effective June 5, 2003. In the first quarter of fiscal 2005, we acquired the Merant product line with our acquisition of Merant effective April 23, 2004. In the second quarter of fiscal 2005, we acquired the RTM product with our
asset purchase from Integrated Chipware, Inc. In the first quarter of fiscal 2006, we acquired business application planning technology in an asset purchase. While license revenues from our distributed systems products was 71% and 68% of total
license revenue in the current fiscal quarter and fiscal nine months ended October 31, 2005, respectively, they may fluctuate materially from quarter to quarter and could in fact decline. We are currently developing new products and enhancing
our product suite to support additional distributed systems products. 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. Prior to our acquisition of Merant in the first quarter of fiscal 2005, the majority of our products had been designed for the mainframe platform, of which the majority of our software license, maintenance, and professional
services revenue had been attributable to licenses for these mainframe products. Additionally, our distributed system products may be adversely impacted by pricing pressures resulting from increased competition. Our competitors may have
substantially greater experience providing distributed systems compatible software products than we do, and many also may have significantly greater financial and organizational resources.



Changes in Accounting Regulations and Related Interpretations and Policies Regarding
Revenue Recognition Could Cause Us to Defer Recognition of Revenue or Recognize Lower Revenue and Profits



Although we use standardized license agreements designed to meet current revenue recognition criteria under generally accepted accounting principles, we
must often negotiate and revise terms and conditions of these standardized agreements, particularly in multi-product or multi-year transactions. As our transactions increase in complexity with the sale of larger, multi-product, multi-year licenses,
negotiation of mutually acceptable terms and conditions can extend the sales cycle and, in certain situations, may require us to defer recognition of revenue on such licenses. We believe that we are in compliance with Statement of Position 97-2,
Software Revenue Recognitionas amended, however these future, more complex, multi-product, multi-year license transactions may require additional accounting analysis to account for them accurately, could lead to unanticipated
changes in our current revenue accounting practices and may contain terms affecting the timing of revenue recognition.



If the Market for IBM and IBM-Compatible Mainframes Decreases, It Could Adversely Affect Our Business



Our mainframe revenues are 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 may materially adversely affect our companys future quarterly and annual
operating results and financial condition. Additionally, if there is 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 had been attributable to the sales of our mainframe products prior to the Companys acquisition of Merant in April 2004. We expect that, for the foreseeable future, a significant
portion of our software license revenue will continue to come from the 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.



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Acquisitions May be Difficult to Integrate, Disrupt Our Business, Dilute Stockholder Value or Divert the Attention of
Our Management



In June 2003, we acquired TeamShare, Inc.;
in April 2004, we acquired Merant; in June 2004, we acquired the RTM product with our asset purchase from Integrated Chipware, Inc.; in March 2005, we acquired business application planning technology in an asset purchase. We may acquire or make
investments in other companies and technologies. In the event of any acquisitions or investments, we could:



| |  |  | Issue stock that would dilute the ownership of our then-existing stockholders;
| | - |  | ------------------------------------------------------------------------------



| |  |  | Incur debt;
| | - |  | -----------



| |  |  | Assume liabilities;
| | - |  | -------------------



| |  |  | Incur charges for the impairment of the value of investments or acquired assets; or
| | - |  | -----------------------------------------------------------------------------------



| |  |  | Incur amortization expense related to intangibles assets.
| | - |  | ---------------------------------------------------------



If we fail to achieve the financial and strategic benefits of past and future acquisitions or investments, our operating results will suffer. Acquisitions
and investments involve numerous other risks, including:



| |  |  | Difficulties integrating the acquired operations, technologies or products with ours;
| | - |  | -------------------------------------------------------------------------------------



| |  |  | Failure to achieve targeted synergies;
| | - |  | --------------------------------------



| |  |  | Unanticipated costs and liabilities;
| | - |  | ------------------------------------



| |  |  | Diversion of managements attention from our core business;
| | - |  | -----------------------------------------------------------



| |  |  | Adverse effects on our existing business relationships with suppliers and customers or those of the acquired organization;
| | - |  | --------------------------------------------------------------------------------------------------------------------------



| |  |  | Difficulties entering markets in which we have no or limited prior experience; and
| | - |  | ----------------------------------------------------------------------------------



| |  |  | Potential loss of key employees, particularly those of the acquired organizations.
| | - |  | ----------------------------------------------------------------------------------



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 other quarters, given that many of
our 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 that our quarter ending October 31st to
reflect the effects of summer slowing of international business activity and spending activity generally associated with that time of year.



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



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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.



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 companys 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.    With the acquisition of Merant we expanded the scope of our international operations.
We currently have sales subsidiaries in the United Kingdom, Germany, Sweden, France, Belgium, Spain, the Netherlands, Australia and Singapore. If we are unable to expand our international operations successfully and in a timely manner or if these
operations experience declining revenue growth, this could materially adversely affect our companys quarterly and annual operating results. We have limited experience in marketing, selling, and supporting our products internationally.
Additionally, we do not have significant experience in developing foreign language versions of our products. Such development may pose to be more difficult or take longer than we anticipate. We may not be able to successfully market, sell, deliver
and/or support our products internationally.



Risks of
International Operations.    International sales increased to 35% of our total revenue in the current fiscal nine months ended October 31, 2005, as compared to 29% in the same nine months a year ago primarily as a result
of the Merant acquisition late in the first quarter of fiscal 2005 and a single large transaction with an international customer in the first quarter of fiscal 2006. Our international revenue is attributable principally to our European operations,
however we currently have increased and plan to continue to increase our investment in sales and marketing in the Asia Pacific region going forward. Our international operations are, and any expanded international operations will be, subject to a
variety of risks associated with conducting business internationally that could materially adversely affect our business and future quarterly and annual operating results, including the following:



| |  |  | Difficulties in staffing and managing international operations;
| | - |  | ---------------------------------------------------------------



| |  |  | Problems in collecting accounts receivable;
| | - |  | -------------------------------------------



| |  |  | Longer payment cycles;
| | - |  | ----------------------



| |  |  | Fluctuations in currency exchange rates;
| | - |  | ----------------------------------------



| |  |  | Inability to control or predict the levels of revenue produced by our international distributors;
| | - |  | -------------------------------------------------------------------------------------------------



| |  |  | Seasonal reductions in business activity during the summer months in Europe and certain other parts of the world;
| | - |  | -----------------------------------------------------------------------------------------------------------------



| |  |  | Limitations on repatriation of earnings;
| | - |  | ----------------------------------------



| |  |  | Reduced protection of intellectual property rights and less favorable contract interpretation rules in some countries;
| | - |  | ----------------------------------------------------------------------------------------------------------------------



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| |  |  | Political and economic instability;
| | - |  | -----------------------------------



| |  |  | Recessionary environments in foreign economies; or
| | - |  | --------------------------------------------------



| |  |  | Increases in tariffs, duties, price controls or other restrictions on foreign currencies or trade barriers imposed by foreign countries.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------



Substantial Leverage and Debt Service Obligations May Adversely Affect Our Cash Flow



As a result of the December 15, 2003 sale of the
Notes, we incurred $220 million of indebtedness. There is a possibility that we may be unable to generate cash sufficient to pay the principal of, interest on and other amounts due in respect of our indebtedness when due. We are not restricted under
the indenture governing the notes from incurring additional debt in the future.



Our substantial leverage could have significant negative consequences, including:



| |  |  | Increasing our vulnerability to general adverse economic and industry conditions;
| | - |  | ---------------------------------------------------------------------------------



| |  |  | Limiting our ability to obtain additional financing;
| | - |  | ----------------------------------------------------



| |  |  | Requiring the dedication of a portion of our expected cash flow from operations to service our indebtedness, thereby reducing the amount of our expected cash flow available for
other purposes, including capital expenditures;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we compete; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------



| |  |  | Placing us at a possible competitive disadvantage relative to less leveraged competitors and competitors that have better access to capital resources.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



We May Not Have the Ability to Purchase the Notes



Upon the occurrence of a change in control, we would be required under the
indenture governing the Notes to purchase all outstanding Notes tendered to us by the holders of such Notes. In addition, holders may require us to purchase their Notes on December 15, 2008, December 15, 2013 or December 15,
2018. While we have the right, subject to certain conditions, to pay common stock for the purchase price in the event of a change in control, we cannot assure you that we will have sufficient financial resources, or will be able to arrange
financing, to pay the purchase price in cash for all Notes tendered by the holders and future credit facilities may restrict our ability to make such payments. A change in control may also constitute an event of default under any other agreement
governing then-existing indebtedness and could prevent us from purchasing the Notes. Any failure to purchase the Notes when required will result in an event of default under the indenture.



Our Reported Earnings Per Share Will Be Reduced Because of the Contingent Conversion
Provision of the Notes



Holders of the Notes are entitled
to convert the Notes into our common stock if (1) the price of our common stock over a specified period exceeds a specified threshold, (2) the trading price of the Notes falls below a specified threshold, (3) the Notes have been
called for redemption or (4) specified corporate transactions occur.



In October 2004, the FASB ratified the consensus reached by the EITF with respect to EITF Issue No. 04-8, The Effect of Contingently Convertible Instruments on Diluted Earnings Per Share. In
accordance with EITF Issue 04-8, potential shares issuable under contingently convertible securities with a market price trigger should be accounted for the same way as other convertible securities and included in the diluted earnings per share
computation, regardless of whether the market price trigger has been met. Upon our adoption of EITF Issue No. 04-8 in the fourth quarter of fiscal 2005, 9,912,694 shares issuable from the conversion of the Notes have been included in the
diluted earnings per share calculation for the current fiscal quarter and fiscal nine months



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ended October 31, 2005 and the year ago fiscal quarter ended October 31,2004, using the if converted method. The 9,912,964 shares
issuable from the conversion of the Notes have not been included in the diluted earnings per share calculation for the fiscal nine months ended October 31, 2004, since their inclusion would have been anti-dilutive. Accordingly, we have not
restated our diluted earnings per share calculation for the fiscal nine months ended October 31, 2004. The original instrument was issued in the fourth quarter of fiscal 2004. These common shares will continue to be considered in our diluted
earnings per share calculation until the Notes are redeemed, retired or, under certain circumstances, amended.



If We Do Not Adequately Manage and Evolve Our Financial Reporting and Managerial Systems and Processes, Our Ability to Manage and Grow Our Business May be Harmed



Our ability to successfully implement our business plan and comply with
regulations, including the Sarbanes-Oxley Act of 2002, or the SOX Act, requires an effective planning and management process. We expect that we will need to continue to improve existing, and implement new, operational and financial systems,
procedures and controls to manage our business effectively in the future. Any delay in the implementation of, or disruption in the transition to, new or enhanced systems, procedures and controls, could harm our ability to accurately forecast sales
demand, manage our supply chain, and record and report financial and management information on a timely and accurate basis.



If We Are Unable To Assess Favorably The Effectiveness Of Our Internal Control Over Financial Reporting, Or If Our Independent Auditors Are Unable To Provide An
Unqualified Attestation Report On Our Assessment In The Future, Our Stock Price Could Be Adversely Affected



Under the SOX Act, or the Act, we are required to assess the effectiveness of our internal controls over financial reporting and assert that such internal
controls are effective. Our independent auditors must evaluate managements assessment concerning the effectiveness of our internal controls over financial reporting and render an opinion on our assessment and the effectiveness of our internal
controls over financial reporting. The SOX Act has resulted in and is likely to continue to result in increased expenses, and has required and is likely to continue to require significant efforts by management and other employees. Although we
believe that our efforts will enable us to remain compliant under the SOX Act, we can give no assurance that in the future such efforts will be successful. Our business is complex and involves significant judgments and estimates as described in our
Critical Accounting Estimates. If certain judgments and estimates are determined incorrectly, we may be unable to assert that our internal controls over financial reporting are effective, or our independent auditors may not be able to
render the required attestation concerning our assessment and the effectiveness of our internal controls over financial reporting, which could adversely effect investor confidence in us and the market price of our common stock.



The Requirement to Account for Stock Options Under Our Employee Stock Plans as
Compensation Expense, Would Significantly Reduce Our Net Income and Our Earnings Per Share or We May Reflect a Loss



Statement of Financial Accounting Standards No.123 (revised 2004) (SFAS No. 123R), Shared-Based Payment, will require us to account for equity under
our stock plans using fair value based model on the option grant date and record it as a stock-based compensation expense. Our net income and our earnings per share will be significantly reduced or may reflect a loss. We currently calculate
stock-based compensation expense using the Black-Scholes option-pricing model and disclose the pro forma impact on net income (loss) and net income (loss) per share in Note 3 to our condensed consolidated financial statements for the three and six
month periods ended July 31, 2005 and 2004. A fair value based model such as the Black-Scholes option-pricing model requires the input of highly subjective assumptions and does not necessarily provide a reliable single measure of the fair value
of our stock options. Assumptions used under the Black-Scholes option-pricing model that are highly subjective include the expected stock price volatility and expected life of an option. SFAS No. 123R requires us to adopt the new accounting
provisions beginning in our first quarter of fiscal 2007, and will require us to



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expense shares issued under employee stock purchase plans and stock options as a stock-based compensation expense using a fair value based model.



We May Incur Future Impairment Losses Related to Intangible Assets From Prior
Acquisitions That Could Harm Our Future Operating Results



In the recent past, we have acquired significant assets and businesses. If the assets and businesses do not perform as expected, we may be required to take impairment charges related to the intangible assets from these acquisitions. Such
charges could harm our operating results.



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 companys 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
companys 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:



| |  |  | Customers internal IT departments;
| | - |  | -----------------------------------



| |  |  | Providers of SCM products that compete directly with ChangeMan ZMF and Comparex such as Computer Associates, IBM and smaller private companies; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Providers of application development programmer productivity and system management products such as Compuware, IBM and smaller private companies.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------



Competition in the Distributed Systems SCM
Market.    We also face significant competition as we develop, market and sell our distributed systems products, including ChangeMan DS, TeamTrack, Dimensionsand Version Managerproducts. If we are
unable to successfully penetrate the distributed systems SCM market, our business and future quarterly and annual operating results will be materially adversely affected. Penetrating the existing distributed systems SCM market will be difficult.
Competitors in the distributed systems market include IBM, Computer Associates, Microsoft, Telelogic and other smaller private companies.



Future Competition.    We may face competition in the future from established companies who have not previously entered the
mainframe or distributed systems SCM market, or from emerging software companies. 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



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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.



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 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 chairman of SERENAs board of directors, the employment of all of our senior executives 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



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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:



| |  |  | Changes in estimates of our financial performance;
| | - |  | --------------------------------------------------



| |  |  | Our ability to integrate the acquisition of Merant;
| | - |  | ---------------------------------------------------



| |  |  | Any inability to complete the proposed merger;
| | - |  | ----------------------------------------------



| |  |  | Shortfalls in revenues or net income expected by securities analysts;
| | - |  | ---------------------------------------------------------------------



| |  |  | Announcements of new products by the Company or its competitors;
| | - |  | ----------------------------------------------------------------



| |  |  | Quarterly fluctuations in the Companys financial results or the results of other software companies, including those of direct competitors of the Company;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Changes in analysts estimates of the Companys financial performance, the financial performance of competitors, or the financial performance of software companies in
general;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Changes in the Companys license revenue mix among the various platforms;
| | - |  | -------------------------------------------------------------------------



| |  |  | Changes in revenue growth rates for the Company or its competitors;
| | - |  | -------------------------------------------------------------------



| |  |  | General conditions in the software industry;
| | - |  | --------------------------------------------



| |  |  | Changes in prices for the Companys products or competitors products;
| | - |  | ----------------------------------------------------------------------



| |  |  | Conditions in the financial markets;
| | - |  | ------------------------------------



| |  |  | General market or economic conditions;
| | - |  | --------------------------------------



| |  |  | The gain or loss of a significant customer or strategic relationship;
| | - |  | ---------------------------------------------------------------------



| |  |  | Changes in recommendations from securities analysts regarding our industry, our customers industries; or us
| | - |  | ------------------------------------------------------------------------------------------------------------



| |  |  | Announcements of technological or competitive developments; and
| | - |  | ---------------------------------------------------------------



| |  |  | Acquisitions or entry into strategic alliances by our competitors or us.
| | - |  | ------------------------------------------------------------------------



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.



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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 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



SERENA does not use 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. SERENA considers investments in highly liquid instruments purchased with a remaining maturity of 90 days or less to be cash equivalents.
All of SERENA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 October 31, 2005. SERENA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% and 35% of the
total sales during the current fiscal quarter and fiscal nine months ended October 31, 2005, respectively. Because SERENA invoices certain 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 SERENAs foreign subsidiaries. Therefore, foreign exchange fluctuations could create a risk of
significant balance sheet gains or losses on SERENAs consolidated financial statements. However, given SERENAs foreign subsidiaries net book values as of October 31, 2005 and net cash flows for the most recent



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fiscal nine months ended, SERENA 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.



ITEM 4.    Controls and Procedures



Attached as exhibits to this Form 10-Q are certifications of SERENAs Chief Executive Officer and Chief Financial Officer, which are required in accordance with Rule 13a-14 of the Securities Exchange Act of 1934,
as amended (the Exchange Act). This Controls and Procedures section includes information concerning the controls and controls evaluation referred to in the certifications, and it should be read in conjunction with the
certifications for a more complete understanding of the topics presented.



Evaluation of disclosure controls and procedures.    Disclosure controls and procedures are designed to ensure that the information required to be disclosed in our reports filed under the
Exchange Act, such as this Quarterly Report, is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms. Disclosure controls and procedures are also designed to reasonably assure that such
information is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Our disclosure controls and procedures include
components of our internal control over our financial reporting, which consists of control processes designed to provide reasonable assurance regarding the reliability of financial reporting and permitting the preparation of our financial statements
in conformity with generally accepted accounting principles. To the extent that components of our internal control over our financial reporting are included within our disclosure controls and procedures, they are included in the scope of our
quarterly controls evaluation. Internal control over financial reporting is also separately evaluated on an annual basis for purposes of providing the management report which is set forth in our Form 10-K.



The evaluation of our disclosure controls and procedures included a review of
our processes and implementation and the effect on the information generated for use in this Quarterly Report. In the course of this evaluation, we sought to identify any significant deficiencies or material weaknesses in our controls, to determine
whether we had identified any acts of fraud involving personnel who have significant roles in disclosure controls and to confirm that any necessary corrective action, including process improvements, were being undertaken.



This type of evaluation is done every fiscal quarter so that our conclusions
concerning the effectiveness of these controls can be reported in our periodic reports filed with the SEC. The overall goals of these evaluations activities are to monitor our disclosure controls and procedures and to make modifications as
necessary.



Based on this evaluation, and subject to the
limitations described below, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures are effective to ensure that information we are required to disclose in reports that we file or
submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.



Our management, including the Chief Executive Officer and the Chief Financial Officer, do not expect that the disclosure
controls and procedures or internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can only provide reasonable, not absolute, assurances that the objectives of the control system are met.
The design of a control system reflects resource constraints; the benefits of controls must be considered relative to their costs. Because there are inherent limitations in all control systems, no evaluation of controls can provide absolute
assurance that all control issues and instances of error or fraud, if any, within the Company have been or will be detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns occur
because of simple error or mistake. Controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls is based in part upon certain
assumptions about the likelihood of future events. There can be no assurance that any design will succeed in achieving its stated goals under all future conditions; over time, controls may become inadequate because of



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changes in conditions or deterioration in the degree of compliance with the policies or procedures. Because of the inherent limitations in a cost-effective
control system, misstatements due to error or fraud may occur and not be detected.



We intend to review and evaluate the design and effectiveness of our disclosure controls and procedures on an ongoing basis and to improve our controls and procedures over time and to correct any deficiencies that we
may discover in the future. Our senior management has timely access to all material financial and non-financial information concerning our business. While we believe the present design of our disclosure controls and procedures is effective, future
events affecting our business may cause us to significantly modify our disclosure controls and procedures.



Changes in internal control over financial reporting.    There was no change in our internal control over financial reporting
that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



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PART IIOTHER INFORMATION



ITEM 1.    Legal Proceedings



Not applicable.



ITEM 2.    Unregistered Sales of Equity Securities and Use of Proceeds



In February 2005, the Board of Directors authorized the repurchase of up to 1.5 million shares of the Companys Common Stock from time to time
in the open market or in privately negotiated block transactions. The Company will utilize any reacquired shares under this program for reissuance in connection with employee stock programs and general corporate purposes. Under this program, the
Company repurchased in aggregate a total of 1,465,000 shares of its common stock for cash at an average price of $23.50 per share.



In May 2005, the Board of Directors authorized the repurchase of up to 1.5 million shares of the Companys Common Stock from time to time in the
open market or in privately negotiated block transactions. The Company will utilize any reacquired shares under this program for reissuance in connection with employee stock programs and general corporate purposes. Under this program, the Company
repurchased in aggregate a total of 722,500 shares of its common stock for cash at an average price of $19.61 per share.



A summary of the Companys repurchases for the fiscal nine months ended October 31, 2005 is as follows:



|                               |  |                   |  |                        |       |                                                                                  |           |                                                                                                                            |  
|------------------------------ |  | ----------------- |  | ---------------------- | ----- | -------------------------------------------------------------------------------- | --------- | -------------------------------------------------------------------------------------------------------------------------- | -
|Month                          |  | RepurchasedShares |  | Average PricePer Share |       | Total Number of Shares Purchased as Part of Publicly Announced Plans or
Programs |           | Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet
Be Purchased Under the Plans or Programs(1)
|March 1, 2005  March 31, 2005 |  | 1,415,000         |  | $                      | 23.50 |                                                                                  | 1,415,000 |                                                                                                                            | 0
|April 1, 2005  April 30, 2005 |  | 50,000            |  | $                      | 23.56 |                                                                                  | 50,000    |                                                                                                                            | 0
|June 1, 2005  June 30, 2005   |  | 697,500           |  | $                      | 19.62 |                                                                                  | 697,500   |                                                                                                                            | 0
|July 1, 2005  July 31, 2005   |  | 25,000            |  | $                      | 19.26 |                                                                                  | 25,000    |                                                                                                                            | 0

---

|(1) |  | Stock Purchase Programs authorized by the Companys Board of Directors expire at the end of the fiscal quarter in which they are approved. As a result, no shares will be
repurchased under the programs authorized prior to July 31, 2005.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



ITEM 3.    Defaults Upon Senior Securities



Not Applicable



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



Not Applicable



ITEM 5.    Other Information



Not Applicable



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ITEM 6.    Exhibits



(a) Exhibits



|               |     |  |                                                                                                                                                                          
|-------------- | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |     |  | Exhibit Title                                                                                                                                                            
|               |    
|31.1           | (a) |  | Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|               |    
|31.2           | (a) |  | Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|               |    
|32.1           | (a) |  | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                        
|               |    
|32.2           | (a) |  | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                        

---

|(a) |  | filed herewith.
|--- |  | ---------------



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SIGNATURES



Pursuant to the
requirements of the Securities Exchange Act of 1934, the Registrant, SERENA Software, Inc., a corporation organized and existing under the laws of the State of Delaware, has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.



SERENA SOFTWARE, INC. (Registrant)By:

/s/    ROBERT I. PENDER,
JR.Robert I. Pender, Jr. Senior Vice President, Finance And Administration, Chief Financial Officer (Principal Financial And Accounting Officer) And Director




Date: December 9, 2005



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EXHIBIT INDEX



|            |  |                                                                                                                                                                          
|----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                              
|            | 
|31.1        |  | Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|            | 
|31.2        |  | Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|            | 
|32.1        |  | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                        
|            | 
|32.2        |  | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                        



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