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

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FORM 10-Q

|(Mark One)                                                    |                                                                                         
|------------------------------------------------------------- | ----------------------------------------------------------------------------------------
|ý                                                             | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
|For the Quarterly Period Ended June 30, 2005                 
|OR                                                           
|o                                                             | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|For the transition period
from                             to

Commission File Number 000-22209

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PEREGRINE SYSTEMS, INC.(Exact name of Registrant as specified in its charter)

|DELAWARE(State or other jurisdiction of
incorporation or organization) |  | 95-3773312(IRS Employer
Identification No.)
|---------------------------------------------------------------------- |  | -------------------------------------------

3611 VALLEY CENTRE DRIVE, SAN DIEGO, CALIFORNIA 92130(Address of principal executive offices including zip code)

(858) 481-5000(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 o    No ý

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

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act
Rule 12b-2). Yes o    No ý

Indicate by check mark whether the Registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a
court. Yes ý    No o

The number of shares of the Registrant's common stock outstanding on July 31, 2005 was15,074,989.



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PEREGRINE SYSTEMS, INC.        QUARTERLY REPORT ON FORM 10-Q        TABLE OF CONTENTS

|PART IFINANCIAL INFORMATION
|----------------------------
|                            
|                            
|                            
|                            
|PART IIOTHER INFORMATION   
|                            
|                            
|                            
|                            
|                            
|                            
|SIGNATURES                  

2

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PART IFINANCIAL INFORMATION

ITEM 1.    UNAUDITED FINANCIAL STATEMENTS

PEREGRINE SYSTEMS, INC.        Condensed Consolidated Balance Sheets        (In thousands, except share and par value amounts)

|                                     |                                                                                                                                             | June 30, 2005                              |         | March 31, 2005 |        
|------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ------- | -------------- | -------
|
|ASSETS                               |                                                                                                                                             |                                            |         |                |        
|Current Assets:                      |                                                                                                                                             |                                            |         |                |        
|                                     | Cash and cash equivalents                                                                                                                   |                                            | $       | 76,356         |        
|                                     | Cashrestricted                                                                                                                             |                                            |         | 4,455          |        
|                                     | Accounts receivable, net of allowance for doubtful accounts                                                                                 |                                            |         | 29,394         |        
|                                     | Deferred taxes                                                                                                                              |                                            |         | 4,127          |        
|                                     | Other current assets                                                                                                                        |                                            |         | 7,029          |        
|                                     |                                                                                                                                             |                                            |         |                |        
|                                     |                                                                                                                                             | Total current assets                       |         |                | 121,361
|Property and equipment, net          |                                                                                                                                             |                                            | 8,814   |                |        
|Identifiable intangible assets, net  |                                                                                                                                             |                                            | 80,649  |                |        
|Goodwill                             |                                                                                                                                             |                                            | 182,550 |                |        
|Investments and other assets         |                                                                                                                                             |                                            | 2,062   |                |        
|                                     |                                                                                                                                             |                                            |         |                |        
|                                     |                                                                                                                                             | Total assets                               |         | $              | 395,436
|                                     |                                                                                                                                             |                                            |         |                |        
|LIABILITIES & STOCKHOLDERS' EQUITY   |                                                                                                                                             |                                            |         |                |        
|Current Liabilities:                 |                                                                                                                                             |                                            |         |                |        
|                                     | Accounts payable                                                                                                                            |                                            | $       | 4,207          |        
|                                     | Accrued expenses                                                                                                                            |                                            |         | 62,413         |        
|                                     | Current portion of deferred revenue                                                                                                         |                                            |         | 56,955         |        
|                                     | Current portion of notes payable                                                                                                            |                                            |         | 17,867         |        
|                                     |                                                                                                                                             |                                            |         |                |        
|                                     |                                                                                                                                             | Total current liabilities                  |         |                | 141,442
|                                     |                                                                                                                                             |                                            |         |                |        
|Non-current Liabilities:             |                                                                                                                                             |                                            |         |                |        
|                                     | Deferred revenue, net of current portion                                                                                                    |                                            |         | 4,139          |        
|                                     | Notes payable, net of current portion                                                                                                       |                                            |         | 29,134         |        
|                                     | Deferred taxes                                                                                                                              |                                            |         | 5,040          |        
|                                     |                                                                                                                                             |                                            |         |                |        
|                                     |                                                                                                                                             | Total non-current liabilities              |         |                | 38,313 
|                                     |                                                                                                                                             |                                            |         |                |        
|Commitments and ContingenciesNote 5 |                                                                                                                                             |                                            |         |                |        
|Stockholders' Equity                 |                                                                                                                                             |                                            |         |                |        
|                                     | Preferred stock, $0.0001 par value, 5.0 million shares authorized, no shares issued or outstanding                                          |                                            |         |               |        
|                                     | Common stock, $0.0001 par value, 100.0 million shares authorized, 15.1 million and 15.0 million shares issued and outstanding, respectively |                                            |         | 2              |        
|                                     | Additional paid-in capital                                                                                                                  |                                            |         | 271,160        |        
|                                     | Subscriptions receivable                                                                                                                    |                                            |         | (36            | )      
|                                     | Accumulated deficit                                                                                                                         |                                            |         | (53,027        | )      
|                                     | Accumulated other comprehensive loss                                                                                                        |                                            |         | (2,418         | )      
|                                     |                                                                                                                                             |                                            |         |                |        
|                                     |                                                                                                                                             | Total stockholders' equity                 |         |                | 215,681
|                                     |                                                                                                                                             |                                            |         |                |        
|                                     |                                                                                                                                             | Total liabilities and stockholders' equity |         | $              | 395,436
|                                     |                                                                                                                                             |                                            |         |                |        

The
accompanying notes are an integral part of these condensed consolidated financial statements.

3

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PEREGRINE SYSTEMS, INC.        Condensed Consolidated Statements of Operations        (In thousands, except per share amounts; Unaudited)

|                                       |                                                                | Three Months
Ended
June 30, 2005   |        | Three Months
Ended
June 30, 2004 |       
|-------------------------------------- | -------------------------------------------------------------- | ---------------------------------- | ------ | -------------------------------- | ------
|Revenue:                               |                                                                |                                    |        |                                  |       
|                                       | Licenses                                                       |                                    | $      | 13,497                           |       
|                                       | Maintenance                                                    |                                    |        | 26,270                           |       
|                                       | Consulting and training                                        |                                    |        | 4,819                            |       
|                                       |                                                                |                                    |        |                                  |       
|                                       |                                                                | Total revenue                      |        |                                  | 44,586
|                                       |                                                                |                                    |        |                                  |       
|Operating Costs and Expenses:          |                                                                |                                    |        |                                  |       
|                                       | Cost of licenses(1)                                            |                                    |        | 2,756                            |       
|                                       | Cost of maintenance                                            |                                    |        | 4,675                            |       
|                                       | Cost of consulting and training                                |                                    |        | 5,158                            |       
|                                       | Sales and marketing                                            |                                    |        | 18,476                           |       
|                                       | Research and development                                       |                                    |        | 8,469                            |       
|                                       | General and administrative                                     |                                    |        | 11,542                           |       
|                                       | Amortization of intangible assets                              |                                    |        | 3,348                            |       
|                                       | Restructuring, impairments and other                           |                                    |        | (198                             | )     
|                                       |                                                                |                                    |        |                                  |       
|                                       |                                                                | Total operating costs and expenses |        |                                  | 54,226
|                                       |                                                                |                                    |        |                                  |       
|Operating loss                         |                                                                |                                    | (9,640 | )                                |       
|                                       | Foreign currency transaction losses, net                       |                                    |        | (1,065                           | )     
|                                       | Reorganization items, net                                      |                                    |        | (233                             | )     
|                                       | Interest income                                                |                                    |        | 695                              |       
|                                       | Interest expense                                               |                                    |        | (820                             | )     
|                                       | Other income                                                   |                                    |        | 1,655                            |       
|                                       |                                                                |                                    |        |                                  |       
|Loss before income taxes               |                                                                |                                    | (9,408 | )                                |       
|                                       | Income tax expense                                             |                                    |        | (351                             | )     
|                                       |                                                                |                                    |        |                                  |       
|                                       |                                                                | Net loss                           |        | $                                | (9,759
|                                       |                                                                |                                    |        |                                  |       
|Net loss per share, basic and diluted: |                                                                |                                    |        |                                  |       
|                                       | Net loss per share                                             |                                    | $      | (0.65                            | )     
|                                       |                                                                |                                    |        |                                  |       
|                                       | Weighted-average shares used in computation, basic and diluted |                                    |        | 15,074                           |       
|                                       |                                                                |                                    |        |                                  |       

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The
accompanying notes are an integral part of these condensed consolidated financial statements.

4

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PEREGRINE SYSTEMS, INC.        Condensed Consolidated Statements of Cash Flows        (In thousands; Unaudited)

|                                                                            |                                                    | Three Months
Ended
June 30, 2005                    |        | Three Months
Ended
June 30, 2004 |       
|--------------------------------------------------------------------------- | -------------------------------------------------- | --------------------------------------------------- | ------ | -------------------------------- | ------
|Cash flow from operating activities:                                        |                                                    |                                                     |        |                                  |       
|Net loss                                                                    |                                                    | $                                                   | (9,759 | )                                | $     
|Adjustments to reconcile net loss to net cash used in operating activities: |                                                    |                                                     |        |                                  |       
|                                                                            | Amortization and depreciation                      |                                                     |        | 6,710                            |       
|                                                                            | Stock compensation expense                         |                                                     |        |                                 |       
|                                                                            | Non-cash reorganization items                      |                                                     |        |                                 |       
|                                                                            | Foreign currency transaction losses, net           |                                                     |        | 1,065                            |       
|                                                                            | Gain on recovery of previously paid financing fees |                                                     |        | (490                             | )     
|                                                                            | Gain on sale of investment                         |                                                     |        | (198                             | )     
|Increase (decrease) in cash resulting from changes in:                      |                                                    |                                                     |        |                                  |       
|                                                                            | Accounts receivable                                |                                                     |        | 4,900                            |       
|                                                                            | Other assets                                       |                                                     |        | 1,563                            |       
|                                                                            | Accounts payable                                   |                                                     |        | 221                              |       
|                                                                            | Accrued expenses                                   |                                                     |        | (1,716                           | )     
|                                                                            | Deferred revenue                                   |                                                     |        | (8,925                           | )     
|                                                                            |                                                    |                                                     |        |                                  |       
|                                                                            |                                                    | Net cash used in operating activities               |        |                                  | (6,629
|                                                                            |                                                    |                                                     |        |                                  |       
|Cash flow from investing activities:                                        |                                                    |                                                     |        |                                  |       
|                                                                            | Purchases of property and equipment                |                                                     |        | (1,201                           | )     
|                                                                            | Change in restricted cash                          |                                                     |        | (178                             | )     
|                                                                            | Proceeds from sale of investment                   |                                                     |        | 198                              |       
|                                                                            |                                                    |                                                     |        |                                  |       
|                                                                            |                                                    | Net cash used in investing activities               |        |                                  | (1,181
|                                                                            |                                                    |                                                     |        |                                  |       
|Cash flow from financing activities:                                        |                                                    |                                                     |        |                                  |       
|                                                                            | Gain on recovery of previously paid financing fees |                                                     |        | 490                              |       
|                                                                            | Repayments of factored receivables                 |                                                     |        |                                 |       
|                                                                            | Repayment of long-term debt                        |                                                     |        |                                 |       
|                                                                            | Issuance of common stock, employee plans           |                                                     |        | 10                               |       
|                                                                            |                                                    |                                                     |        |                                  |       
|                                                                            |                                                    | Net cash provided by (used in) financing activities |        |                                  | 500   
|                                                                            |                                                    |                                                     |        |                                  |       
|                                                                            |                                                    | Effect of exchange rate fluctuations on cash        |        |                                  | (1,099
|                                                                            |                                                    |                                                     |        |                                  |       
|Net decrease in cash and cash equivalents                                   |                                                    |                                                     | (8,409 | )                                |       
|Cash and cash equivalents, beginning of period                              |                                                    |                                                     | 84,765 |                                  |       
|                                                                            |                                                    |                                                     |        |                                  |       
|Cash and cash equivalents, end of period                                    |                                                    | $                                                   | 76,356 |                                  | $     
|                                                                            |                                                    |                                                     |        |                                  |       

The
accompanying notes are an integral part of these condensed consolidated financial statements.

5

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PEREGRINE SYSTEMS, INC.        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1.     Company

Business

Peregrine Systems, Inc. (the "Company" or "Peregrine") is a global provider of enterprise software. Peregrine's core business is providing information
technology asset and service management software solutions.

Peregrine's
core software product suites are AssetCenter® and ServiceCenter®. AssetCenter and ServiceCenter support two main business processes: asset management
and service management. Typically, the assets managed with Peregrine's products consist of information technology assets, such as computer and computer-networking hardware and software items, and
other assets used to provide infrastructure to a business. The services managed with Peregrine's products usually consist of the service delivery and support processes necessary to troubleshoot,
support and maintain those same information technology and infrastructure assets. In addition, the Company offers products in its Configuration Services suite which provides a consolidated accurate
view of all IT assets and allows customers to automatically discover, inventory, and better utilize all hardware, software, and network devices.

2.     Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements as of June 30, 2005 and for the three months ended June 30, 2005 and 2004
have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X, and therefore do not necessarily include all
information and footnotes necessary for a fair statement of the Company's consolidated financial position, results of operations and cash flows in accordance with accounting principles generally
accepted in the United States.

In
the opinion of the Company's management, the unaudited financial information for the interim periods presented reflects all normal recurring adjustments that the Company considers
necessary to give a fair statement. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements included in the Company's Annual Report
on Form 10-K for the fiscal year ended March 31, 2005 filed with the SEC on July 1, 2005 (together with the Company's Amendment No. 1 to the Annual Report on
Form 10-K/A for the fiscal year ended March 31, 2005 filed with the SEC on October 18, 2005, the "Amended Form 10-K"). Operating results for interim periods are not
necessarily indicative of operating results for an entire fiscal year.

Computation of Net Loss Per Share

Computation of net loss per share is performed in accordance with the provisions of Statement of Financial Accounting Standards No. 128, "Earnings per
Share" ("SFAS 128"). SFAS 128 requires the Company to compute basic and diluted net income (loss) per share data for all periods for which an income statement is presented. Basic net
income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Potentially dilutive securities represent incremental
shares issuable upon exercise of the Company's equity securities under the treasury stock method. Options to purchase 0.4 million and 0.3 million shares of common stock were outstanding
during the three months ended June 30, 2005 and 2004, respectively, but were excluded from the computation of net loss per share as inclusion would have been anti-dilutive.

6

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Stock-Based Compensation

The Company applies the intrinsic value-based method of accounting prescribed by Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock
Issued to Employees," ("APB 25"), and related interpretations, including Financial Accounting Standards Board ("FASB") Interpretation No. 44, "Accounting for Certain Transactions Involving
Stock Compensation: An Interpretation of APB Opinion No. 25" ("FIN 44") to account for its fixed stock option plans. Under this method, deferred compensation is recorded on the date of grant
only if the current market price of the underlying stock exceeds the exercise price. Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation"
("SFAS 123"), established accounting and disclosure requirements using a fair-value based method of accounting for stock-based employee compensation plans. As allowed by
SFAS 123, the Company has elected to continue to apply the intrinsic value-based method of accounting described above, and has adopted the disclosure requirements of Statement of Accounting
Standards No. 148, "Accounting for Stock-Based CompensationTransition and Disclosure, an amendment of FASB Statement No. 123" ("SFAS 148").

The
Company used the following assumptions to value awards granted during the three months ended June 30, 2005 and 2004:

Three Months Ended
June 30, 2005

Three Months Ended
June 30, 2004Risk-free interest rate

3.81
%
2.97
%Expected life (in years)

4.70

3.00Expected volatility

67
%
77
%Expected dividends

None

None


The
following tables illustrate the effect on net loss and net loss per share if the Company had applied the fair value recognition provisions of SFAS 123 to stock-based employee
compensation (in thousands, except per share data).

Three Months

Three Months
Ended
June 30, 2005

Three Months
Ended
June 30, 2004Net loss, as reported

$
(9,759
)
$
(15,212
)Add: Stock-based employee compensation expense included in reported net loss, net of related tax effects





691Deduct: Stock-based employee compensation expense determined under a fair-value based method for all awards, net of related tax effects


(1,280
)

(1,659
)Pro forma net loss

$
(11,039
)
$
(16,180
)Net loss per share:Basic and dilutedas reported

$
(0.65
)
$
(1.01
)Basic and dilutedpro forma

$
(0.73
)
$
(1.08
)


Comprehensive Loss

Other comprehensive loss is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from
non-owner sources. The foreign

7

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currency
translation adjustment is the only item giving rise to accumulated other comprehensive loss for the periods presented. Comprehensive loss consists of the following (in thousands):

Three Months

Three Months
Ended
June 30, 2005

Three Months
Ended
June 30, 2004Net loss, as reported

$
(9,759
)
$
(15,212
)Foreign currency translationcurrent period


2,595


(935
)Foreign currency translationprior periods





1,897Comprehensive loss

$
(7,164
)
$
(14,250
)


Foreign
currency translation for the three months ended June 30, 2005 of $2.6 million includes decreases in goodwill and identifiable intangibles of $0.9 million and
$0.5 million, respectively, relating to the translation of intangible assets whose functional currency is other than the U.S. dollar.

Foreign
currency translation for the three months ended June 30, 2004 of $0.9 million includes decreases in goodwill and identifiable intangibles of $0.2 million and
$0.1 million, respectively, relating to the translation of intangible assets whose functional currency is other than the U.S. dollar.

During
the preparation of the financial statements for the three months ended June 30, 2004, the Company noted that goodwill and identifiable intangibles attributable to foreign
entities but recorded at the parent company level were not remeasured in the functional currencies of the entities to which they relate for periods subsequent to the Company's adoption of fresh-start
reporting on July 18, 2003 in connection with its emergence from bankruptcy proceedings. Comprehensive loss for the three months ended June 30, 2004 includes $1.9 million which
represents the cumulative effect of changes in foreign currency exchange rates on remeasuring goodwill and identifiable intangible assets from the functional currencies of the entities to which they
relate to the reporting currency of the U.S. dollar from July 18, 2003 through March 31, 2004. For that period, goodwill and intangible assets increased by $1.1 million and
$0.8 million, respectively. The Company believes the effect of the adjustments to goodwill and identifiable intangible assets, stockholders' equity and comprehensive income (loss) as of and for
the individual and year-to-date periods from July 18, 2003 through June 30, 2004 is not material.

Recent Accounting Pronouncements

On December 16, 2004, the FASB issued Statement of Financial Accounting Standards No. 123R, "Share-Based Payment," ("SFAS 123R") requiring
that the compensation cost relating to share-based payment transactions be measured and recognized in financial statements using the fair value of the awards. This statement eliminates the use of APB
25's intrinsic value method of accounting that was provided in SFAS 123. Under APB 25, issuing stock options to employees generally resulted in no recognition of compensation cost.
SFAS 123R requires entities to recognize the cost of employee services received in exchange for awards of equity instruments based on the grant date fair value of those awards (with limited
exceptions). SFAS 123R covers a wide range of share-based compensation arrangements including share options, restricted share plans, performance based awards and employee share purchase plans.
SFAS 123R replaces SFAS 123 and supersedes APB 25. In March 2005, the Securities and Exchange Commission (the "SEC") issued Staff Accounting Bulletin No. 107
("SAB 107") regarding the SEC's interpretation of SFAS 123R and the valuation of share-based payments for public companies. In April 2005, the SEC amended
Regulation S-X to delay the date for compliance with SFAS 123R to the first interim or annual reporting period of a registrant's first fiscal year beginning after
June 15, 2005. As a result, the Company is required to adopt SFAS 123R on

8

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April 1,
2006. The Company is currently assessing the impact of SFAS 123R on its compensation strategies and financial statements and determining which transition alternative it will
elect. The Company believes the adoption of SFAS 123R will have a material effect on its operating results if current compensation strategies are continued.

Reclassifications and Revisions

Certain amounts previously reported have been reclassified to conform to the current presentation. Amounts reclassified include amortization expense related to
developed technology resulting in an increase in cost of licenses and a decrease in amortization expense of $2,455 for the three months ended June 30, 2004.

3.     Income Taxes

The liability method is used in accounting for income taxes. Deferred tax assets and liabilities are determined based on differences between the financial
reporting and tax basis of assets and liabilities.

The
effective tax rate for the three months ended June 30, 2005 was approximately 3.7%. The Company's income tax expense for the three months ended June 30, 2005 relates
primarily to interest accrued on certain tax contingencies net of benefit for foreign losses expected to be realized during fiscal 2006. During the three months ended June 30, 2005 and 2004,
the Company did not recognize any benefit from federal or state income tax losses, because future benefit from such losses was not more likely than not expected to be realized. If tax benefits for
losses incurred subsequent to the adoption of fresh-start reporting are realized in future periods, the benefit will be recorded as a reduction of tax expense.

The
Company is required, as part of the process of preparing its unaudited condensed consolidated financial statements, to estimate income taxes in each of the jurisdictions in which it
operates. This process involves estimating the current tax liability together with assessing timing differences resulting from differing treatments of items for tax and financial reporting purposes.
These differences result in deferred tax assets and liabilities. The Company must then assess the likelihood that its deferred tax assets will be recovered from future taxable income. To the extent
that the Company believes that recovery is not likely, it must establish a valuation allowance. Significant management judgment is required in determining the provision for income taxes, deferred tax
assets and liabilities and any valuation allowance recorded against net deferred tax assets. The Company has recorded a valuation allowance on substantially all of its net deferred tax asset balances
as of June 30, 2005 and March 31, 2005 because of uncertainties related to utilization of deferred tax assets, primarily related to net operating loss carryforwards, before they expire.
At such time, if any, as it is determined that it is more likely than not that the deferred tax assets are realizable, the valuation allowance will be reduced.

The
Company is reviewing the potential impact of the one-time favorable foreign dividend provisions enacted on October 22, 2004 as part of the American Jobs Creation
Act of 2004 (the "Jobs Act"). The Jobs Act creates a temporary incentive for U.S. corporations to repatriate earnings of foreign subsidiaries by providing an elective 85% dividends received deduction
for certain dividends paid during a specified period; for the Company, this would be applicable to fiscal year 2006. The deduction is subject to numerous limitations and requirements, including the
adoption of a specific domestic reinvestment plan for the repatriated funds. The Company has not yet determined whether it will repatriate future earnings of some of its foreign subsidiaries under the
Jobs Act but will decide during fiscal year 2006. Unremitted earnings on which no deferred taxes have been provided amounted to approximately $37.3 million at June 30, 2005.

Because
of its size and the nature of its business, the Company is subject to routine tax compliance reviews by the Internal Revenue Service and other taxing authorities, including
challenges to various

9

---



positions
the Company asserts. The Company has accrued for tax contingencies based upon its best estimate of the taxes ultimately expected to be paid and updates these accruals over time as more
information becomes available. A significant portion of the Company's taxes payable balance comprises liabilities for tax contingencies that have been recorded to address tax exposures. The Company is
currently undergoing several examinations by taxing authorities in various jurisdictions. While the Company believes it has established appropriate reserves for tax contingencies, the taxing
authorities may assert that the Company owes taxes in excess of the reserves it has established.

Due
to the adoption of fresh-start reporting, any adjustments to the Company's tax assets or liabilities that existed prior to the adoption of fresh-start reporting are recorded as
adjustments to goodwill. For the three months ended June 30, 2005, the Company recorded net decreases to goodwill totaling approximately $1.4 million for adjustments to the Company's tax
assets and liabilities that existed prior to the adoption of fresh-start reporting. These adjustments related mainly to the release of certain tax reserves as management has determined the Company no
longer has exposure for the associated matters.

4.     Segment and Geographic Information

The Company's two reportable segments, which align with the internal management of worldwide business operations, are as follows:



The
Company's Chief Executive Officer (its chief operating decision maker) evaluates segment financial performance based on segment revenues only. The Company's Chief Executive Officer
does not evaluate the financial performance of each segment based on its respective operating income, assets or capital expenditures.

The
following table summarizes segment revenue for the three months ended June 30, 2005 and June 30, 2004 (dollars in thousands):

Three Months
Ended
June 30, 2005

Three Months
Ended
June 30, 2004Segment revenue:Americas

$
24,881

$
22,586EMEA/AP


19,705


17,588Total

$
44,586

$
40,174% of total revenue:Americas


56
%

56
%EMEA/AP


44
%

44
%100
%

100
%


5.     Commitments and Contingencies

Federal Government Investigations and Proceedings Relating to Historical Accounting Irregularities

In
early 2002, the Department of Justice (the "DOJ") and the SEC opened investigations into Peregrine relating to the accounting improprieties that took place prior to 2002. In
June 2003, the SEC filed a partially-settled civil action against Peregrine in the United States District Court for the

10

---



Southern
District of California alleging violations of the Securities Act of 1933, as amended (the "Securities Act") and the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the
rules promulgated thereunder. In the same month, the Company's settlement with the SEC was approved by the District Court, resolving the civil complaint. The SEC separately withdrew a request
for monetary damages and disgorgement in July 2003. Under the terms of the settlement, the Company agreed, among other things, to be enjoined from violating the federal securities laws. Because
the Company has not filed its SEC periodic reports on a timely basis, it has not been in compliance with the requirement of the settlement pertaining to refraining from violating federal securities
laws. To the Company's knowledge, the SEC is not considering a further enforcement action against it, and the Company is not a target of any ongoing investigation, but it can not be sure that a
further enforcement action or criminal proceeding will not be brought against it. Responding to any such actions could be expensive and time-consuming for management and could have an
adverse effect on the Company's reputation and ability to generate sales.

Bankruptcy Reorganization; Claims Litigation

On September 27, 2002, the Company and its wholly-owned subsidiary, Peregrine Remedy, Inc., filed voluntary petitions under Chapter 11 of the U.S.
Bankruptcy Code. The plan of reorganization of the Company (the "Reorganization Plan") was confirmed by the U.S. Bankruptcy Court in the District of Delaware (the "Bankruptcy Court") on
July 18, 2003, and it became effective on August 7, 2003. Unless otherwise indicated, all references to "old common stock" pertain to the Company's common stock, par value $0.001 per
share, that was cancelled on August 7, 2003 in connection with the Company's emergence from Chapter 11 bankruptcy proceedings, and all references to "new common stock" pertain to the
Company's common stock, par value $0.0001 per share, from and after the effective date of the Reorganization Plan. References to the "Predecessor Company" herein pertain to the fiscal periods prior to
and including July 18, 2003.

Class 8 General Unsecured Claims.Approximately 1,200 general unsecured claims were filed against the Company based on
events that took place prior to the bankruptcy filing. The Company began paying claims on the effective date of the Reorganization Plan and continues to pay based on settlement terms or as claims are
settled. Through June 30, 2005, in order to resolve these claims, the Company has paid or agreed to pay over time approximately $45.0 million in cash. As of June 30, 2005, there
were general unsecured claims asserted in the original aggregate face amount of approximately $0.3 million remaining to be resolved. The Company believes amounts accrued at June 30, 2005
are sufficient to resolve the claims.

Class 7/9 Reserve Shares.Under the Company's Reorganization Plan, 600,000 shares of new common stock (the
"Class 7/9 Reserve Shares"), representing 4% of the 15,000,000 shares of new common stock issued on the effective date of the Reorganization Plan, were held in reserve by Peregrine, in its
capacity as stock disbursing agent under the Reorganization Plan, to be allocated between Class 7 and Class 9 under the Reorganization Plan. The allocation was to be based on whether the
amount finally paid to resolve Class 8 general unsecured claims falls below, within, or above the range of $49.0 million and $65.0 million, which were the estimates of
Class 8 payments determined by the various constituencies in the bankruptcy proceedings. As the Company has determined that the final amount needed to resolve Class 8 claims will be
below $49.0 million, all of these 600,000 shares were allocated to Class 9. As a result of the settlement agreement among representatives of the classes within Class 9, the Equity
Class within Class 9 (i.e., holders, as of the effective date of the Reorganization Plan, of the Predecessor Company's common stock) were entitled to receive 85%, or 510,000, of such
shares, and the Securities Class within Class 9 (i.e., purchasers of old common stock involved in a class action brought against the Predecessor Company that was resolved under the
Reorganization Plan) were entitled to receive 15%, or 90,000, of such shares. The Class 7/9 Reserve Shares were distributed in a process that began on August 30, 2005.

11

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Administrative Claims and Luddy v. Peregrine.Administrative claims are claims related to obligations the Company purportedly
incurred after it filed for bankruptcy law protection during the administrative period of the bankruptcy case. In order to be paid, administrative claims must meet certain requirements under the
Reorganization Plan and bankruptcy laws. The only material remaining administrative liability results from a complaint filed in May 2004 against the Company by the Company's former chief
technology officer, Frederic Luddy, in the Court of Chancery for the State of Delaware. Mr. Luddy's complaint alleged that Peregrine is required to advance or reimburse him for his defense
expenses in connection with ongoing civil litigation related to the Company's accounting improprieties, but to which the Company is not a party. In June 2004, the Company removed
Mr. Luddy's complaint from Delaware state court to the Bankruptcy Court. On November 10, 2004, the Bankruptcy Court found that it had jurisdiction to consider the complaint, and the
court granted in part and denied in part the Company's motion to dismiss Mr. Luddy's complaint, without prejudice, to the Company's right to renew the motion later after discovery and formal
fact finding. Discovery has not yet commenced and no trial date has been set. The Company believes Mr. Luddy's claims are without merit and intends to vigorously defend against them. While the
outcome is not currently determinable, in the opinion of management the matter will not materially affect the Company's financial position, results of operations or liquidity.

Other Litigation

The Company is also involved in legal proceedings, claims, and litigation arising from the ordinary course of business. Although the ultimate results of these
legal proceedings, claims and litigation are not currently determinable, in the opinion of management these matters will not materially affect the Company's financial position, results of operations
or liquidity.

6.     Restructuring, Impairments and Other

For the three months ended June 30, 2005, restructuring, impairments and other totaled $0.2 million, attributable to a $0.2 million escrow
payment received from a sale of one of the Company's investments that had been previously impaired.

7.     Other Income

During the three months ended June 30, 2005, the Company received cash in the amount of $2.1 million related to the settlement of a dispute with a
customer arising from a software license agreement entered into in March 2002. In connection with the settlement, the Company also agreed to issue new software licenses to the customer which
the customer will evaluate and may decide to install at a later date. Of the cash received, $1.2 million has been accounted for as the resolution of a gain contingency that arose prior to the
Company's application of fresh-start reporting effective July 18, 2003 in connection with the emergence from bankruptcy and is recorded as other income in the accompanying consolidated
statements of operations. The settlement also included the payment of accrued interest and the recovery of legal expenses incurred by the Company to litigate and ultimately settle this dispute. The
Company has recorded the remaining cash received under the settlement of $0.2 million and $0.7 million as interest income and a reduction of general and administrative expenses
reflecting the recovery of legal costs, respectively, in the accompanying consolidated statements of operations, as such amounts were earned or incurred subsequent to the Company's adoption of
fresh-start reporting.

Also
included in other income for the three months ended June 30, 2005 is $0.5 million from the recovery of previously paid financing fees.

12

---



8.     Subsequent Events

During August 2005, the Company issued to certain key employees a total of 468,500 restricted shares of common stock, $0.0001 par value, pursuant to the
Company's 2003 Equity Incentive Plan, representing an aggregate value of approximately $9 million, which will be recognized as compensation expense ratably over a three-year vesting period. The
shares of restricted stock vest in three equal installments on August 8, 2006, 2007 and 2008. Additionally, the Company issued options to purchase
286,000 shares of its common stock with exercise prices at the fair market value of the underlying common stock on the grant date.

On
September 19, 2005, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with Hewlett-Packard Company ("HP"). Pursuant to the terms of the Merger
Agreement, at the effective time of the merger, each share of the Company's common stock issued and outstanding immediately prior to the effective time of the merger will be converted into the right
to receive cash in the amount of $26.08. The aggregate purchase price approximates $425 million. Consummation of the merger is subject to customary closing conditions, including
(i) approval of the Merger Agreement by the stockholders of the Company, (ii) absence of any law or order prohibiting the consummation of the merger, (iii) expiration or
termination of the applicable Hart-Scott-Rodino Antitrust Improvements Act of 1976 waiting period and receipt of certain foreign antitrust approvals, and (iv) the accuracy of the
representations and warranties of the parties to the Merger Agreement. The Merger Agreement may be terminated by either the Company and HP under certain circumstances, and further provides that, upon
certain terminations of the Merger Agreement, the Company will be required to pay HP a termination fee in the amount of $11.7 million.

13

---





ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition, results of operations, liquidity and capital resources should be read in
conjunction with the condensed consolidated financial statements and related notes included in this report. Some of the information contained in this discussion and analysis, or set forth elsewhere in
this report, includes forward-looking statements within the meaning of Section 27a of the Securities Act and Section 21e of the Exchange Act. These statements include, among other
things, statements concerning our future operations, financial condition and prospects, and business strategies. The words "believe," "expect," "anticipate," "intend," "seek," "will," and other
similar expressions generally identify forward-looking statements. These forward-looking statements are subject to substantial risks and uncertainties that could cause our future business, financial
condition or results of operations to differ materially from our historical results or currently anticipated results. Readers should carefully review the information set forth under the caption "Risk
Factors" contained in our Amended Form 10-K for a discussion of important factors that could cause actual results to differ materially from our historical or anticipated results described
herein, or implied by the forward-looking statements in this report. We undertake no obligation to revise or update any forward-looking statements for any reason.

We have not filed our SEC periodic reports on a timely basis. For this reason, and based on the other risk factors contained in our Amended
Form 10-K, we believe trading in our securities at this time is highly speculative and involves a high degree of risk.

OVERVIEW

Peregrine Systems, Inc. (the "Company" or "Peregrine" and references to "we," "us," or "our") is a global provider of enterprise software. Peregrine's core
business is providing information technology asset and service management software solutions.

Peregrine's
core software product suites are AssetCenter® and ServiceCenter®. AssetCenter and ServiceCenter support two main business processes: asset management
and service management. Typically, the assets managed with Peregrine's products consist of information technology assets, such as computer and computer-networking hardware and software items, and
other assets used to provide infrastructure to a business. The services managed with
Peregrine's products usually consist of the service delivery and support processes necessary to troubleshoot, support and maintain those same information technology and infrastructure assets. In
addition, we offer products in our Configuration Services suite which provides a consolidated accurate view of all IT assets and allows customers to automatically discover, inventory, and better
utilize all hardware, software, and network devices.

We
have also embraced a new vision called Optimal IT and announced our intent to develop a new DecisionCenter product to deliver on this vision. DecisionCenter
and the solutions we develop around it will be designed to provide analytics and decision modeling capabilities that will enable our customers to optimize the performance of the technology
infrastructure using information generated by existing applications, including ServiceCenter and AssetCenter. The Optimal IT solutions are expected to provide the capability of collecting,
understanding, analyzing and modeling the complex information that describes the technology environment, to enable organizations to make optimal tradeoffs given the constraints of time, resources,
costs and assets.

14

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RESULTS OF OPERATIONS

The following tables set forth for the periods indicated the selected condensed consolidated statement of operations data as a percentage of total revenue:

Three Months

Three Months
Ended
June 30, 2005

Three Months
Ended
June 30, 2004Revenue:Licenses

30.3
%
27.8
%Maintenance

58.9
%
62.8
%Consulting and training

10.8
%
9.4
%Total revenue

100.0
%
100.0
%Operating costs and expenses:Cost of licenses

6.2
%
7.1
%Cost of maintenance

10.5
%
11.3
%Cost of consulting and training

11.5
%
9.7
%Sales and marketing

41.4
%
40.5
%Research and development

19.0
%
18.7
%General and administrative

25.9
%
31.9
%Amortization of intangible assets

7.5
%
8.4
%Restructuring, impairments and other

(0.4
)%
Total operating costs and expenses

121.6
%
127.6
%Operating loss

(21.6
)%
(27.6
)%Foreign currency transaction losses, net

(2.4
)%
(2.7
)%Reorganization items, net

(0.5
)%
(2.0
)%Interest income

1.6
%
0.6
%Interest expense

(1.9
)%
(3.0
)%Other income

3.7
%
Loss before income taxes

(21.1
)%
(34.7
)%Income tax expense

(0.8
)%
(3.2
)%Net loss

(21.9
)%
(37.9
)%


COMPARISON OF RESULTS OF OPERATIONS

REVENUE

Revenue is comprised of license fees, maintenance service fees and fees for consulting and training services. We organize our business operations according to two
segments:



15

---





The
following table summarizes revenue by segment and component for the three months ended June 30, 2005 and 2004 (dollars in thousands):

Three Months
Ended
June 30,
2005

Three Months
Ended
June 30,
2004

ChangeAmount

PercentRevenue:LicensesAmericas

$
7,770

$
6,094

$
1,676

28
%EMEA/AP


5,727


5,051


676

13
%Total license revenue


13,497


11,145


2,352

21
%MaintenanceAmericas


14,487


14,284


203

1
%EMEA/AP


11,783


10,953


830

8
%Total maintenance revenue


26,270


25,237


1,033

4
%Consulting and TrainingAmericas


2,624


2,208


416

19
%EMEA/AP


2,195


1,584


611

39
%Total consulting and training revenue


4,819


3,792


1,027

27
%Total Revenue

$
44,586

$
40,174

$
4,412

11
%Total Revenue by Segment:Americas

$
24,881

$
22,586

$
2,295

10
%EMEA/AP


19,705


17,588


2,117

12
%Total Revenue

$
44,586

$
40,174

$
4,412

11
%


Licenses

We generally license our products to end-users under perpetual license agreements for an up-front fee. License revenue for the three
months ended June 30, 2005 increased by $2.4 million, or 21%, from the three months ended June 30, 2004. License revenue for the Americas territory totaled $7.8 million for
the three months ended June 30, 2005, an increase of $1.7 million, or 28%, from the three months ended June 30, 2004. License revenue in EMEA/AP totaled $5.7 million for
the three months ended June 30, 2005, an increase of $0.7 million, or 13%, from the three months ended June 30, 2004. The increases in license revenue for both the Americas and
EMEA/AP segments are primarily attributable to a greater number of relatively larger transactions recorded in the three months ended June 30, 2005. This revenue was derived largely from new and
additional licenses sold to our existing customer base.

Maintenance

Most customers purchase maintenance services when buying new or additional licenses. Maintenance services consist primarily of providing enhancements and upgrades
for our products along with customer support services for our products. Generally, maintenance contracts are entered into for one-year periods, contain economic index fee escalation
provisions and are renewable annually at the customer's option. Maintenance contracts are generally prepaid by customers, and revenue is recognized ratably over the support period. Maintenance revenue
may include fees for services rendered in prior periods in instances in which customers did not renew their maintenance contracts until the current period.

16

---



We
adopted the fresh-start reporting provisions of SOP 90-7 as of July 18, 2003 in connection with our emergence from bankruptcy protection under Chapter 11.
Fresh-start reporting requires that the reorganization value be allocated to the entity's assets in accordance with Statement of Financial Accounting Standards No. 141, "Business Combinations"
("SFAS 141"). In accordance with these pronouncements, we determined the fair market value of our assets and liabilities at July 18, 2003, including our deferred maintenance revenue
balances. Accordingly, we reduced our deferred maintenance revenue balances by $6.3 million to reflect the fair value of maintenance contracts existing at July 18, 2003. This
$6.3 million adjustment has the effect of reducing maintenance revenue over the maintenance contract periods for those contracts that existed when we adopted fresh-start reporting. In the three
months ended June 30, 2005 and 2004, maintenance revenue was reduced by $0.1 million and $0.6 million, respectively. The balance of the adjustment of $0.3 million at
June 30, 2005, will be amortized through March 31, 2007.

Maintenance
revenue totaled $26.3 million for the three months ended June 30, 2005, an increase of $1.0 million, or 4%, from the $25.2 million for the three
months ended June 30, 2004. This increase is impacted by the reductions resulting from the adoption of fresh-start reporting for the three months ended June 30, 2005 and 2004,
respectively, as discussed above. Excluding the reductions in maintenance revenue resulting from the adoption of fresh-start reporting, maintenance revenue for the three months ended June 30,
2005 increased by $0.6 million, or 2%, from the three months ended June 30, 2004. Maintenance revenue for the Americas territory for the three months ended June 30, 2005 increased
$0.2 million, or 1%, from the three months ended June 30, 2004. EMEA/AP maintenance revenue in the three months ended June 30, 2005 increased by $0.8 million, or 8%, from
the three months ended June 30, 2004. These increases occurred mainly as a result of increased focus on renewal efforts and because the revenue attributable to additional licenses covered by
maintenance contracts exceeded the revenue lost from cancellations, in whole or in part, of maintenance contracts during the renewal process

Consulting and Training

Consulting and training services include a range of professional and educational services intended to help our customers use our software products more
effectively.

Revenue
for consulting and training services totaled $4.8 million for the three months ended June 30, 2005, an increase of $1.0 million, or 27%, from the
$3.8 million for the three months ended June 30, 2004. Americas consulting and training revenue for the three months ended June 30, 2005, increased $0.4 million, or 19%,
from the three months ended June 30, 2004. EMEA/AP consulting and training revenue for the three months ended June 30, 2005, increased $0.6 million, or 39%, from the three months
ended June 30, 2004. These increases primarily reflect the Company's investment in its consulting operations that commenced in the latter half of fiscal 2004 through the hiring of additional
business development personnel, new managers and other staff to meet increased demand.

17

---



COST AND EXPENSES

Cost of Revenue

The following table summarizes cost of revenue for the three months ended June 30, 2005 and 2004 (in thousands, except for the percentages):

|                 |                         |                       |   |       |        |   |       |        |   | Percent of Revenue by Line Item |      
|---------------- | ----------------------- | --------------------- | - | ----- | ------ | - | ----- | ------ | - | ------------------------------- | -----
|
|
|Cost of Revenue: |                         |                       |   |       |        |   |       |        |   |                                 |      
|                 | License                 |                       | $ | 2,756 |        | $ | 2,854 |        | $ | (98                             | )    
|                 | Maintenance             |                       |   | 4,675 |        |   | 4,544 |        |   | 131                             |      
|                 | Consulting and training |                       |   | 5,158 |        |   | 3,885 |        |   | 1,273                           |      
|                 |                         |                       |   |       |        |   |       |        |   |                                 |      
|                 |                         | Total cost of revenue |   | $     | 12,589 |   | $     | 11,283 |   | $                               | 1,306
|                 |                         |                       |   |       |        |   |       |        |   |                                 |      

Cost of Licenses

Cost of licenses primarily consists of amortization expense related to developed technology, third-party software royalties, product packaging, documentation and
production, and distribution costs.

Cost
of licenses totaled $2.8 million for the three months ended June 30, 2005, a decrease of $0.1 million, or 3%, from the three months ended June 30, 2004.
Cost of licenses represented 20% and 26% of license revenue for the three months ended June 30, 2005 and 2004, respectively.

Cost of Maintenance

Cost of maintenance services primarily consists of personnel, facilities and system costs related to technical support services to our customers on maintenance
contracts.

Cost
of maintenance totaled $4.7 million for the three months ended June 30, 2005, an increase of $0.1 million, or 3%, from the three months ended June 30,
2004. Cost of maintenance represented 18% of maintenance revenue for each of the three months ended June 30, 2005 and 2004.

Cost of Consulting and Training

Cost of consulting and training services primarily consists of personnel, facilities and system costs associated with providing these services. Cost of consulting
and training services also includes fees paid to third-party subcontractors providing services on our behalf.

Cost
of consulting and training totaled $5.2 million for the three months ended June 30, 2005, an increase of $1.3 million, or 33%, from the three months ended
June 30, 2004. The cost increase is the result of expanding the consulting business primarily through the addition of personnel. Specifically, there was a $0.7 million increase in costs
associated with the use of outside consultants. In addition, personnel related costs increased $0.4 million, mostly as a result of increased headcount in our consulting operation. The cost of
consulting and training represented 107% and 103% of consulting and training revenue for the three months ended June 30, 2005 and 2004, respectively.

18

---



Other Operating Costs and Expenses

The following table summarizes operating expenses, other than cost of licenses, maintenance and consulting and training, for the three months ended
June 30, 2005 and 2004 (in thousands, except for the percentages):

|                                    |                                      | Three Months
Ended
June 30,
2005 |                                          | Three Months
Ended
June 30,
2004 |   | Change |       
|----------------------------------- | ------------------------------------ | -------------------------------- | ---------------------------------------- | -------------------------------- | - | ------ | ------
|
|Other Operating Costs and Expenses: |                                      |                                  |                                          |                                  |   |        |       
|                                    | Sales and marketing                  |                                  | $                                        | 18,476                           |   | $      | 16,274
|                                    | Research and development             |                                  |                                          | 8,469                            |   |        | 7,508 
|                                    | General and administrative           |                                  |                                          | 11,542                           |   |        | 12,819
|                                    | Amortization of intangible assets    |                                  |                                          | 3,348                            |   |        | 3,376 
|                                    | Restructuring, impairments and other |                                  |                                          | (198                             | ) |        |      
|                                    |                                      |                                  |                                          |                                  |   |        |       
|                                    |                                      |                                  | Total other operating costs and expenses |                                  | $ | 41,637 |       
|                                    |                                      |                                  |                                          |                                  |   |        |       

Sales and Marketing

Sales and marketing expenses primarily consist of personnel costs, including sales commissions and travel costs, facilities and system costs related to our sales,
including technical pre-sales, and marketing functions. The costs of advertising and marketing promotions are also included in sales and marketing expenses.

Sales
and marketing expenses totaled $18.5 million for the three months ended June 30, 2005, an increase of $2.2 million, or 14%, from the three months ended
June 30, 2004. The increase was primarily driven by an increase in personnel related costs of $1.3 million resulting primarily from increased headcount in our sales and marketing group.
Also contributing to the change over the prior-year period was an increase in advertising, marketing, and promotion costs of $0.8 million.

Research and Development

Research and development ("R&D") expenses primarily consist of personnel, facilities and systems costs associated with our R&D efforts, which include software
development and product management efforts. R&D expenses also include the cost of services for consultants or other third parties that we hire from time to time to augment our own R&D personnel.

R&D
expenses totaled $8.5 million for the three months ended June 30, 2005, an increase of $1.0 million, or 13%, from the three months ended June 30, 2004.
This increase was primarily due to an increase of $0.5 million in costs associated with the use of outside consultants. Also contributing to the change from the prior-year period
was an increase of $0.4 million in personnel related costs primarily resulting from increased headcount in our development group.

General and Administrative

General and administrative ("G&A") expenses consist of personnel, facilities and systems costs related to our operations. G&A also includes the cost of business
insurance and professional fees, including legal, accounting, investment banking and other advisory fees, except for fees directly related to our bankruptcy reorganization, which are accounted for
under Reorganization Items, Net.

G&A
expenses totaled $11.5 million for the three months ended June 30, 2005, a decrease of $1.3 million, or 10%, from the three months ended June 30, 2004.
The decrease was primarily attributable to decreases of $0.6 million related to severance and incentive compensation costs and

19

---



$0.7 million
of stock compensation compared to the prior year period. Also contributing to the decrease was a $0.7 million reimbursement of legal fees related to the settlement of a
legal matter as discussed below under "Other Income." Partially offsetting the aforementioned expense reductions were an increase of $0.5 million in costs associated with the use of outside
consultants, and a $0.4 million increase in personnel related costs.

Amortization of Intangible Assets

Identifiable intangible assets subject to amortization consist of developed technology, trademarks and trade names, maintenance contracts and customer lists. For
the three months ended June 30, 2005 and 2004, the Company recorded non-cash charges for amortization of intangible assets of $3.3 million and $3.4 million,
respectively. Amortization expense of $2,452 and $2,455 related to developed technology is included in cost of licenses for the three months ended June 30, 2005 and 2004, respectively.

Restructuring, Impairments and Other

For the three months ended June 30, 2005, restructuring, impairments and other totaled $0.2 million, attributable to a $0.2 million escrow
payment received from a sale of one of the Company's investments that had been previously impaired.

Foreign Currency Transaction Gains (Losses), Net

Foreign currency transaction gains (losses), net consist primarily of exchange rate gains or losses resulting from remeasurement of foreign-denominated
short-term intercompany and third-party receivable and payable balances and cash balances of our operating entities into their functional currencies at period-end market rates.
Foreign currency transactions resulted in losses of $1.1 million for the three months ended June 30, 2005 and 2004, with such losses resulting primarily from the impact of the
strengthening U.S. dollar on our foreign-denominated short-term intercompany receivable and payable balances.

Reorganization Items, Net

As a result of our bankruptcy-law filing, we became subject to the provisions of SOP 90-7 for the reporting periods subsequent to
September 22, 2002. Pursuant to SOP 90-7, revenue, expenses (including professional fees), realized gains and losses, and provisions for losses resulting from our Predecessor
Company's reorganization of the business through the bankruptcy proceedings are reported separately as reorganization items. The Company has also incurred charges recorded in reorganization items,
net, primarily related to bankruptcy-proceeding professional fees.

Reorganization
items, net totaled $0.2 million and $0.8 million for the three months ended June 30, 2005 and 2004, respectively, and consist primarily of
professional fees incurred in connection with the settlement of claims directly related to the bankruptcy filing.

Interest Income

Interest income totaled $0.7 million for the three months ended June 30, 2005, an increase of $0.4 million, or 179%, from the three months
ended June 30, 2004. This increase resulted partially from increased investment of available cash balances in interest bearing accounts at higher interest rates. Also contributing to the
increase was $0.2 million of interest income related to the settlement of a legal matter as discussed below under "Other Income."

20

---





Interest Expense

Interest expense includes interest charges and amortized costs related to our borrowings. Interest expense totaled $0.8 million for the three months ended
June 30, 2005, a decrease of $0.4 million, or 33%, from the three months ended June 30, 2004. Interest expense decreased primarily as a result of lower debt balances.

Income Taxes

Tax expense is derived primarily from interest accrued on the Company's tax contingencies and also from taxes on foreign operations for which no U.S. federal
benefit can be recorded.

Income
tax expense totaled $0.4 million and $1.3 million for the three months ended June 30, 2005 and 2004, respectively. Income tax expense represented 3.7% of the
loss before income taxes for the three months ended June 30, 2005, and 9.2% of the loss before income taxes for the three months ended June 30, 2004. In order to calculate the
interperiod tax provision for each quarter, the estimated annual effective tax rate is applied to the quarterly pre-tax income (loss) of our legal entities for which pre-tax
income is anticipated for the year. For the quarter ended June 30, 2005, the majority of our entities reported pre-tax losses, resulting in a tax benefit which reduces the tax
provision derived from the foreign operations and interest accrued on the Company's tax contingencies.

Other Income

During the three months ended June 30, 2005, the Company received cash in the amount of $2.1 million related to the settlement of a dispute with a
customer arising from a software license agreement entered into in March 2002. In connection with the settlement, the Company also agreed to issue new software licenses to the customer which
the customer will evaluate and may decide to install at a later date. Of the cash received, $1.2 million has been accounted for as the resolution of a gain contingency that arose prior to the
Company's application of fresh-start reporting effective July 18, 2003 in connection with the emergence from bankruptcy and is recorded as other income in the accompanying
consolidated statements of operations. The settlement also included the payment of accrued interest and the recovery of legal expenses incurred by the Company to litigate and ultimately settle this
dispute. The Company has recorded the remaining cash received under the settlement of $0.2 million and $0.7 million as interest income and a reduction of general and administrative
expenses reflecting the recovery of legal costs, respectively, in the accompanying consolidated statements of operations, as such amounts were earned or incurred subsequent to the Company's adoption
of fresh-start reporting.

Also
included in other income for the three months ended June 30, 2005 is $0.5 million from the recovery of previously paid financing fees.

Effect of Foreign Currency Exchange Rate Fluctuations on Results of Operations

To provide a framework for assessing how our underlying operations performed, excluding the effect of foreign currency exchange rate fluctuations, we have
disclosed below the change in "total revenue" (comprised of licenses, maintenance, and consulting and training), "cost of revenue" (comprised of cost of licenses, maintenance, and consulting and
training), and "operating costs and expenses" (comprised of sales and marketing, research and development, general and administrative, amortization of intangible assets, and restructuring, impairments
and other) attributable to foreign currency exchange rate fluctuations. To do so, we have calculated the impact of foreign currency exchange rate fluctuations in U.S. Dollars by multiplying the first
quarter of fiscal year 2006 activity in local currencies by the difference between the average exchange rates in effect during the first quarter of fiscal year 2006 and the average exchange rates in
effect during the first quarter of fiscal year 2005.

21

---



Revenue

Total revenue for the three months ended June 30, 2005 increased $4.4 million from the three months ended June 30, 2004. Approximately
$0.8 million of the increase was the result of foreign currency exchange rate fluctuations.

Cost of Revenue

Cost of revenue for the three months ended June 30, 2005 increased $1.3 million from the three months ended June 30, 2004. Approximately
$0.1 million of the increase was the result of foreign currency exchange rate fluctuations.

Other Operating Costs and Expenses

Other operating costs and expenses for the three months ended June 30, 2005 increased $1.7 million from the three months ended June 30, 2004.
Approximately $0.4 million of the increase was the result of foreign currency exchange rate fluctuations.

LIQUIDITY AND CAPITAL RESOURCES

We primarily generate cash from software licensing, maintenance renewals and the provision of consulting and training services. Our primary uses of cash are for
general working capital purposes, taxes, debt service and bankruptcy claims. We also use cash to purchase capital assets to support our business. In fiscal 2006 and fiscal 2005, our principal
liquidity requirements have been for operating expenses, working capital and debt and bankruptcy related payments. We have funded these liquidity requirements from cash on hand that was primarily
generated from the disposal of our non-core product lines and our SCE and Remedy businesses in 2002.

The
following table summarizes cash and cash equivalents, restricted cash, and working capital (deficit) as of June 30, 2005 and March 31, 2005 (dollars in thousands):

June 30, 2005

March 31, 2005Cash and cash equivalents

$
76,356

$
84,765Cashrestricted


4,455


4,325Working capital (deficit)


(20,081
)

(19,641
)


Cash
equivalents primarily consist of overnight money market accounts, time deposits, commercial paper and government agency notes. The restricted cash relates to security for certain
real property leases and certain other obligations. Working capital (deficit) consists primarily of cash and cash equivalents, marketable securities, accounts receivable, and other current assets net
of accounts payable, accrued expenses, and current portions of deferred revenue and notes payable.

For
the three months ended June 30, 2005 and June 30, 2004 our cash flows were as follows (dollars in thousands):

Three Months
Ended
June 30, 2005

Three months
Ended
June 30, 2004Cash (used in) provided by:Operating activities

$
(6,629
)
$
(5,366
)Investing activities


(1,181
)

(650
)Financing activities


500


(2,360
)Effect of exchange rate fluctuations on cash


(1,099
)

(518
)Net decrease in cash and cash equivalents

$
(8,409
)
$
(8,894
)


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We
believe our cash on hand and operating cash flows will be sufficient to fund our operations and planned capital expenditures and to satisfy our scheduled non-trade payment
obligations for at least 12 months from the date of this report. However, our ability to generate adequate cash depends upon our future performance, which in turn is subject to general economic
conditions and financial, business and other factors affecting our operations, including factors beyond our control. Please review the information set forth under the caption "Risk Factors," contained
in our Amended Form 10-K. We currently have no lines of credit or similar facilities with any financial institutions. There can be no assurance that additional financing will be
available in the future or that, if available, we will be able to obtain it on terms favorable to us.

Operating Activities

Our primary source of operating cash flows is cash collections from our customers following the purchase of new software license, maintenance and support, and
post-sale consulting and training. Our primary use of cash from operating activities is for compensation and personnel related expenditures. For the three months ended June 30, 2005
the Company used $6.6 million of cash in operating activities. We reported a net loss of $9.8 million and cash outflows from changes in working capital and other of $4.0 million.
These were partially offset by non-cash charges of $6.7 million for amortization and depreciation. Of the amortization charge, $5.8 million was related to the amortization of
identifiable intangibles. Working capital outflows were primarily impacted by decreases in deferred revenue and accrued expenses of $8.9 million and $1.7 million, respectively. These
outflows were offset, in part, by decreases in accounts receivable and other assets of $4.9 million and $1.6 million, respectively, and an increase in accounts payable of
$0.2 million.

For
the three months ended June 30, 2004, our operations used $5.4 million in net cash. We reported a net loss of $15.2 million, including non-cash
charges of $7.0 million for amortization and depreciation. Of the amortization charge, $5.8 million was related to the amortization of identifiable intangibles.

Investing Activities

Our primary use of cash in investing activities is the purchase of property and equipment. For the three months ended June 30, 2005 and 2004, the Company
used $1.2 million and $0.7 million, respectively, of net cash for investing activities, which primarily reflects cash used for capital expenditures, mostly for computers and data
processing equipment and leasehold improvements.

Financing Activities

Our primary source of cash from financing activities has been from the issuance of common stock under our employee stock option plan. Our primary use of cash in
financing was for repayment of outstanding debt. For the three months ended June 30, 2005, the Company received a $0.5 million refund of fees paid to factor banks in connection with
factored receivables arrangements that are no longer outstanding.

For
the three months ended June 30, 2004, the Company used $2.4 million in financing activities. These payments primarily reflect repayment of the principal and interest on
factor loans.

Bankruptcy Claims

We began paying claims on the effective date of the Reorganization Plan and continue to pay as claims are settled, liquidated, or otherwise resolved. Through
June 30, 2005, we have paid, settled or otherwise disposed of Class 8 claims with an original aggregate face amount of approximately $383.6 million. To resolve these claims we
have paid or agreed to pay over time approximately $45.0 million in cash. As of June 30, 2005, there were general unsecured claims asserted in the original

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aggregate
face amount of approximately $0.3 million remaining to be resolved. For more information on the status of claims litigation, see "Legal ProceedingsBankruptcy
Reorganization; Claims Litigation; Class 7/9 Reserve Shares," beginning on page 28 of this report.

RECENT ACCOUNTING PRONOUNCEMENTS

On December 16, 2004, FASB issued Statement of Financial Accounting Standards No. 123R, "Share-Based Payment," ("SFAS 123R") requiring that
the compensation cost relating to share-based payment transactions be measured and recognized in financial statements using the fair value of the awards. This statement eliminates the alternative to
use of APB 25's intrinsic value method of accounting that was provided in SFAS 123. Under APB 25, issuing stock options to employees generally resulted in no recognition of compensation cost.
SFAS 123R requires entities to recognize the cost of employee services received in exchange for awards of equity instruments based on the grant date fair value of those awards (with limited
exceptions). SFAS 123R covers a wide range of share-based compensation arrangements including share options, restricted share plans, performance based awards and employee share purchase plans.
SFAS 123R replaces SFAS 123 and supersedes APB 25. In March 2005, the SEC issued Staff Accounting Bulletin No. 107 ("SAB 107") regarding the SEC's interpretation of
SFAS 123R and the valuation of share-based payments for public companies. In April 2005, the SEC amended Regulation S-X to delay the date for compliance with
SFAS 123R to the first interim or annual reporting period of a registrant's first fiscal year beginning after June 15, 2005. As a result the Company is required to adopt SFAS 123R
on April 1, 2006. The Company is currently assessing the impact of SFAS 123R on its compensation strategies and financial statements and determining which transition alternative it will
elect. The Company believes the adoption of SFAS 123R will have a material effect on its operating results if current compensation strategies are continued.

RISK FACTORS

There are significant risk factors that currently affect or may affect our business, financial condition or operating results. As of the date of this report, we
have not filed our periodic reports with the SEC on a timely basis. Readers should carefully consider these factors before making an investment decision with respect to our common stock. These risk
factors are detailed beginning on page 34 of our Amendment No. 1 to the Annual Report on Form 10-K for the fiscal year ended March 31, 2005, filed with the SEC on
October 18, 2005.

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As of June 30, 2005, there were no material changes to the information previously reported under Item 7A in our Form 10-K.

ITEM 4.    CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act,
that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time
periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as
appropriate, to allow timely decisions regarding required public disclosure.

As
of June 30, 2005, management carried out an assessment, under the supervision of and with the participation of our chief executive officer and the chief financial officer, of
the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rules 13a-15(b) and 15d-15(b). As of the date of
this assessment, the chief executive officer and the

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chief
financial officer concluded that our disclosure controls and procedures were not effective because of the material weaknesses described in our Amended Form 10-K.

In
view of the fact that the financial information presented in this report was prepared in the absence of effective internal control over financial reporting, we have devoted a
significant amount of time and resources to the analysis of the financial statements contained in this report. In particular, we have reviewed all significant account balances and transactions
reflected in the financial statements contained in this report and otherwise analyzed the transactions underlying our financial statements to verify the accuracy of the financial statements contained
in this report. Accordingly, management believes that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations, and
cash flows.

Our
Amended Form 10-K includes (i) Management's Report on Internal Control over Financial Reporting, which concludes that the Company's internal control over financial
reporting is not effective, (ii) an unqualified report of the Company's independent registered public accounting firm on
management's assessment and (iii) an adverse opinion of the Company's independent registered public accounting firm on the effectiveness of the Company's internal control over financial
reporting, each as of March 31, 2005.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There have not been any additional changes to our internal control over financial reporting during the quarter ended June 30, 2005 that management believes
have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting that were not described in our Amended Form 10-K. During the
three months ended June 30, 2005, we continued efforts to complete management's assessment of the Company's internal control over financial reporting as of March 31, 2005, as well as to
support the efforts of our independent registered public accounting firm to complete its assessment. In addition, we continued efforts to remedy the deficiencies in our internal control over financial
reporting.

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PART IIOTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Federal Government Investigations and Proceedings Pertaining to Historical Accounting Irregularities

Government Investigations.In early 2002, the DOJ and SEC opened investigations into Peregrine and certain former Peregrine
employees pertaining to the accounting improprieties that took place prior to 2002. As a result of the DOJ's investigation, a number of our former employees, including our former chief financial
officer, treasurer, assistant treasurer and two sales executives have pleaded guilty to various felony charges and are awaiting sentencing. A former managing director of KPMG Consulting has also
pleaded guilty to felony counts in connection with these events. A number of other former employees, including our former chief executive officer and chairman, chief operating officer, two executive
vice presidents of worldwide sales, vice president of finance and chief accounting officer, and other sales and finance personnel have been charged with various felonies in connection with these
accounting irregularities and are awaiting trial. An Arthur Andersen partner who formerly was our lead auditor also was indicted in connection with these events. The criminal charges generally relate
to the manipulation of our apparent financial condition, misleading investors, hindering the government's investigation or conspiracy. In most of these cases, the SEC filed a civil action against the
individuals alleging violations of the Securities Act, the Exchange Act and the rules promulgated thereunder.

Our Settlement with the Securities and Exchange Commission.In June 2003, the SEC filed a partially-settled civil
action against Peregrine in the United States District Court for the Southern District of California alleging violations of the Securities Act, the Exchange Act and the rules promulgated
thereunder. In the same month, our settlement with the SEC was approved by the United States
District Court for the Southern District of California, resolving all the matters raised in the civil action, except the request for a civil penalty and disgorgement. The SEC separately withdrew the
request for monetary damages and disgorgement in July 2003. Under the terms of the settlement, we agreed, among other things, to:



Continuing Investigations.The SEC and the DOJ are continuing their investigations and we are fully cooperating with them in
these investigations and as they prepare for the trials involving former employees and others. Since we have not filed our SEC periodic reports on a timely basis, we have not been in compliance with
the requirement of our settlement with the SEC pertaining to refraining from violating federal securities laws. To our knowledge, the SEC is not considering a further enforcement action against us and
neither Peregrine nor any current employee is a target of an ongoing investigation, but we can not be sure that a further enforcement action or criminal proceeding will not be brought against us.
Responding to any such actions could be expensive and time-consuming for management and could have an adverse effect on our reputation and ability to generate sales. Readers

26

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should
carefully review the information set forth under the caption "Risk Factors," beginning on page 34 of our Amendment No. 1 to the Annual Report on Form 10-K/A
filed with the SEC on October 18, 2005.

Stockholder Litigation Pertaining to Historical Accounting Irregularities as to Which Peregrine is No Longer a Party

During May and June 2002, a number of purported class action complaints were filed against Peregrine on behalf of purchasers of its securities
during various periods from 1999 to 2002. The complaints alleged false and misleading statements in SEC filings, financial statements and other public statements and asserted claims for violations of
federal securities laws. The complaints were ultimately consolidated into an action before the United States District Court for the Southern District of California (the "Federal Securities Action").
In January 2003, the District Court entered an order designating a group of individuals identified as the Loran Group as lead plaintiff with respect to claims arising from violations of
Sections 10(b) and 20(a) of the Securities Act and Heywood Waga as lead plaintiff with respect to claims arising from violations of Section 11 of the Exchange Act. In
November 2003, the Bankruptcy Court certified a class consisting of persons who acquired Peregrine securities from July 22, 1999 through May 3, 2002, led by the Loran Group and
Heywood Waga (the "Securities Class"), and a class, consisting of persons holding the Predecessor Company's common stock as of the effective date of the Reorganization Plan (the "Equity Class"). The
Securities Class and the Equity Class were certified by the Bankruptcy Court solely for purposes of allowing them to enter into a settlement agreement with Peregrine to resolve the
allocation of new common stock among the various interests in Class 9 under our Reorganization Plan, consisting of the Securities Class, the Equity Class and certain of our former
directors and officers asserting indemnity claims relating to lawsuits filed against them (the "Indemnification Class"). The Bankruptcy Court's order approving the settlement agreement resolved the
stockholder claims against us and we are not a party to the Federal Securities Action.

Peregrine Litigation Trustee Action to Which Peregrine is Not a Party

Under our Reorganization Plan, an independent litigation trust was established and initially funded with $3.2 million in cash and 708,750 shares of new
common stock. With limited exceptions, potential claims and causes of action we had against our former officers and directors for negligence, breach of fiduciary duty, insider trading or any other
breaches of duty imposed by law, all potential claims we had against our former auditor Arthur Andersen relating to accounting services provided to us, claims brought by third parties against some of
our former directors and officers purportedly on our behalf as derivative claims, and certain other claims, were transferred to the litigation trust. The assigned trustee (the "Litigation Trustee")
has the authority to prosecute, abandon, release, settle or otherwise dispose of these claims at the trustee's sole discretion, without the consent, authority or approval of any third parties,
including the Bankruptcy Court, except that the lead plaintiffs in the Federal Securities Action must consent in advance to any release, settlement, compromise or liquidation of claims. We are
required under a Bankruptcy Court stipulation and the litigation trust agreement to provide the Litigation Trustee with access to our books and records, to make our employees available as witnesses
and to be available for depositions, interviews and other proceedings. In February 2004, the Litigation Trustee filed suit in California Superior Court in San Diego County against a number of
our former directors and officers under theories of insider trading, breach of fiduciary duty, waste of corporate assets, conspiracy and unjust enrichment (the "Litigation Trustee Action"). The
trustee also is pursuing claims against Arthur Andersen for violations of the federal securities laws in connection with accounting services Arthur Andersen provided to us. The Litigation Trustee
Action is ongoing, but we are not a party to it. All of the proceeds resulting from the Litigation Trustee Action, if any, are for the benefit of the Securities Class and we are not entitled to
receive any such proceeds.

27

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Bankruptcy Reorganization; Claims Litigation; Class 7/9 Reserve Shares

On September 27, 2002, the Company and its wholly-owned subsidiary, Peregrine Remedy, Inc., filed voluntary petitions under Chapter 11 of the U.S.
Bankruptcy Code. The plan of reorganization of the Company (the "Reorganization Plan") was confirmed by the U.S. Bankruptcy Court in the District of Delaware (the "Bankruptcy Court") on
July 18, 2003, and it became effective on August 7, 2003. Unless otherwise indicated, all references to "old common stock" pertain to the Company's common stock, par value $0.001 per
share, that was cancelled on August 7, 2003 in connection with the Company's emergence from Chapter 11 bankruptcy proceedings, and all references to "new common stock" pertain to the
Company's common stock, par value $0.0001 per share, from and after the effective date of the Reorganization Plan. References to the "Predecessor Company" herein pertain to the fiscal periods prior to
and including July 18, 2003.

Class 8 General Unsecured Claims.Approximately 1,200 general unsecured claims were filed against the Predecessor
Company based on events that took place prior to the bankruptcy filing. The Company
began paying claims on the effective date of the Reorganization Plan and continues to pay based on settlement terms or as claims are settled. Through June 30, 2005, in order to resolve these
claims, the Company has paid or agreed to pay over time approximately $45.0 million in cash. As of June 30, 2005, there were general unsecured claims asserted in the original aggregate
face amount of approximately $0.3 million remaining to be resolved. The Company believes amounts accrued at June 30, 2005 are sufficient to resolve the claims.

Class 7/9 Reserve Shares.Under our Reorganization Plan, 600,000 shares of new common stock (the "Class 7/9
Reserve Shares"), representing 4% of the 15,000,000 shares of new common stock issued on the effective date of the Reorganization Plan, were held in reserve by Peregrine, in its capacity as stock
disbursing agent under the Reorganization Plan, to be allocated between Class 7 and Class 9. The allocation is based on whether the amount finally paid to resolve Class 8 claims
falls below, within, or above the range of $49.0 million and $65.0 million, which were the estimates of Class 8 payments determined by the various constituencies in the bankruptcy
proceedings. As the Company has determined that the final amount needed to resolve Class 8 claims will be below $49.0 million, all of these 600,000 shares were allocated to
Class 9. As a result of the Class 9 settlement, the Equity Class within Class 9 (i.e., holders, as of the effective date of the Reorganization Plan, of the Predecessor
Company's common stock) were entitled to receive 85%, or 510,000, of such shares and the Securities Class within Class 9 (i.e., purchasers of old common stock involved in a class action brought
against the Predecessor Company that was resolved in the Reorganization Plan) were entitled to receive 15%, or 90,000, of such shares. The Class 7/9 Reserve Shares were distributed in a process
that began on August 30, 2005.

Administrative Claims and Luddy v. Peregrine.Administrative claims are claims related to obligations we purportedly incurred
after we filed for bankruptcy law protection during the administrative period of the bankruptcy case. In order to be paid, administrative claims must meet certain requirements under the Reorganization
Plan and bankruptcy laws. The only material remaining administrative claim is a claim asserted by our former chief technology officer, Frederic Luddy. In May 2004, Mr. Luddy filed a
complaint against us in the Court of Chancery for the State of Delaware seeking advancement of certain legal fees and expenses. Mr. Luddy's complaint alleged that Peregrine is required to
advance or reimburse him for his defense expenses in connection with the Federal Securities Action and the Litigation Trustee Action. His complaint also alleged that, pursuant to a paragraph of the
Bankruptcy Court's order confirming our Reorganization Plan, his indemnity claim can be pursued in state court. In June 2004, we removed Mr. Luddy's complaint from Delaware state court
to the Bankruptcy Court. In November 2004, the Bankruptcy Court found that it had jurisdiction to consider the complaint. At the same time, the Bankruptcy Court granted in part and denied in
part our motion to dismiss, without prejudice to our right to renew the motion later after discovery and

28

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formal
fact finding. On February 23, 2005, Mr. Luddy filed an amended complaint, which we answered on March 15, 2005. Discovery has not yet commenced and no trial date has been
set. We believe Mr. Luddy's claims are without merit and we intend to vigorously defend against them. While the outcome is not currently determinable, in the opinion of management the matter
will not materially affect our financial position, results of operations or liquidity.

Litigation Regarding the Latham Report

To assist the SEC in its investigation, in August 2002 we provided to the SEC, pursuant to a confidentiality agreement, an extensive report and supporting
materials containing the preliminary findings and conclusions of our outside counsel, Latham & Watkins, regarding its investigation into, among other things, our accounting irregularities (the
"Latham Report"). After our bankruptcy law filing in September 2002, the Official Committee of Unsecured Creditors of the Company and Peregrine Remedy, Inc. ("Remedy") appointed in the
cases commenced under Chapter 11 of the U.S. Bankruptcy Code by the Company and Remedy filed a motion to appoint a trustee and, as an exhibit to their motion, filed a copy of the Latham Report
under seal. Thereafter, Copley Press, Inc. ("Copley"), which owns theSan Diego Union Tribune, petitioned the Bankruptcy Court to unseal the
pleadings and other documents filed under seal, including the Latham Report. We opposed the unsealing of the Latham Report. At the hearing on Copley's motion, the Bankruptcy Court held that the Latham
Report had been improperly filed, and struck it from the record. Copley appealed the Bankruptcy Court's decision to the United States District Court for the District of Delaware. On July 12,
2004, the District Court issued a decision reversing the Bankruptcy Court's decision and ordering the Bankruptcy Court to have the Latham Report returned to the record, under seal, and to engage in an
access analysis to determine what portions of the Latham Report, if any, should be unsealed. We appealed the District Court's decision to the United States Court of Appeals for the Third Circuit. On
April 22, 2005, as required by the District Court's order, and by agreement between Copley and Peregrine, we filed a partially redacted version of the Latham Report and a proposed court order
with the Bankruptcy Court. The filing made the unredacted portions of the report a part of the public record. Under the proposed order, the redacted portions of the report would be deemed sealed and
would not be a part of the public record. The sealing of the redacted text was based on a compromise between Copley and Peregrine, without prejudice to our respective positions, and is not based on
any judicial predetermination of cause or justification, or lack thereof, for such sealing. Copley or other parties could move to unseal additional portions of the report, subject to a process that is
defined in the proposed order. On September 13, 2005, we dismissed our appeal to the Third Circuit.

The
Latham Report also has been filed in court, under provisional seal, by John J. Moores, a former director, in connection with the Federal Securities Action and the Litigation
Trustee Action. Mr. Moores filed the Latham Report, under temporary seal, in both actions in connection with motions to dismiss the complaints against him. We have filed motions in both cases
to have the Latham Report stricken from the record or, as an alternative, to have the Latham Report, or portions of it, permanently sealed. On February 2, 2005, the District Court in the
Federal Securities Action ruled, among other things, that the Latham Report would not be stricken from the record, but that it would remain under seal pending any further applications to unseal it.
Similarly, in the Litigation Trustee Action, we have entered into an agreed stipulation and order with Mr. Moores providing that the unredacted Latham Report filed by him in that action under
temporary seal would remain under seal pending any further motions to unseal to be brought by Mr. Moores and other parties in interest. No such motion has been brought to date. In the criminal
actions against former Peregrine employees and others pending in the U.S. District Court for the Southern District of California, a protective order was entered on February 28, 2005 to provide
limited protection for the confidential information of nonparties, such as the Latham Report and other Peregrine confidential information.

29

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Other Litigation

We are also involved in legal proceedings, claims, and litigation arising from the ordinary course of business. Although the ultimate results of these legal
proceedings, claims and litigation are not currently determinable, in the opinion of management these matters will not materially affect our financial position, results of operation or liquidity.

ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On April 18, April 22, June 7 and June 24, 2005 we issued to former employees 105 shares, 105 shares, 58 shares, and 351 shares,
respectively, of our new common stock for aggregate purchase prices of $1,640, $1,640, $906, and $5,482, respectively, upon the exercise of vested options by these four former employees. The exercise
price was $15.62 per share. These shares were issued without registration in reliance on the exemption provided by Section 3(A)(7) of the Securities Act, and comparable provisions of
state securities laws, for securities issued in connection with the approval and an order of the U.S. Bankruptcy Court pursuant to our prior bankruptcy proceedings.

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5.    OTHER INFORMATION

None.

ITEM 6.    EXHIBITS

The following are filed as exhibits to this Quarterly Report on Form 10-Q:

31.1

Certification of the Chief Executive Officer pursuant to § 302 of the Sarbanes-Oxley Act of 2002.31.2

Certification of the Chief Financial Officer pursuant to § 302 of the Sarbanes-Oxley Act of 2002.32.1

Certification of the Chief Executive Officer pursuant to § 906 of the Sarbanes-Oxley Act of 2002.32.2

Certification of the Chief Financial Officer pursuant to § 906 of the Sarbanes-Oxley Act of 2002.


30

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SIGNATURES

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

|Date: October 18, 2005 |  | PEREGRINE SYSTEMS, INC.(Registrant)
|---------------------- |  | -----------------------------------
|                       |  |                                    
|                       |  |                                    
|                       |  | By:                                

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