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

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Amendment No. 1
Form 10-Q/A

|ý | Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ---------------------------------------------------------------------------------------

FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2001

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(I.R.S. Employer Identification Number)


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 requirements for the past
90 days. Yes ý    No o

The
number of issued and outstanding shares of the Registrant's Common Stock, $0.001 par value, as of December 31, 2001, was 192,308,453.

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PEREGRINE SYSTEMS, INC.    EXPLANATORY NOTE

The
purpose of this amendment to our Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2001 is solely to amend Part I, Item 1, Condensed
Consolidated Statements of Cash Flows for the nine months ended December 31, 2001 (unaudited) to reflect the correct amount of cash paid during the period for interest and income taxes. As
amended, the amount of cash paid during the period for interest is correctly stated as $19,987,000 for the nine months ended December 31, 2001. As amended, the amount of cash paid during the
period for income taxes is correctly stated as $6,641,000 for the nine months ended December 31, 2001. This amendment to our Quarterly Report on Form 10-Q does not otherwise
attempt to update the information included herein beyond the original filing date of the report.

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PEREGRINE SYSTEMS, INC.    TABLE OF CONTENTS

|PART I     |  | FINANCIAL INFORMATION                                                                                                      |  | PAGE NO
|---------- |  | -------------------------------------------------------------------------------------------------------------------------- |  | -------
|Item 1     |  | Condensed Consolidated Financial Statements                                                                                |  | 1      
|           |  | Condensed Consolidated Balance Sheets as of December 31, 2001 (unaudited) and March 31, 2001 (audited)                     |  | 1      
|           |  | Condensed Consolidated Statements of Operations for the Three and Nine Months Ended December 31, 2001 and 2000 (unaudited) |  | 2      
|           |  | Condensed Consolidated Statements of Cash Flows for the Nine Months Ended December 31, 2001 and 2000 (unaudited)           |  | 3      
|           |  | Notes to Condensed Consolidated Financial Statements (unaudited)                                                           |  | 4      
|Signatures |  | 10                                                                                                                        

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PART I  ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

PEREGRINE SYSTEMS, INC.        CONDENSED CONSOLIDATED BALANCE SHEETS        (in thousands, except share amounts)

|                                                                                                                           |                                                                                                  | December 31,
2001          |            | March 31,
2001 |          
|-------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------ | -------------------------- | ---------- | -------------- | ---------
|
|ASSETS                                                                                                                     |                                                                                                  |                            |            |                |          
|Current Assets:                                                                                                            |                                                                                                  |                            |            |                |          
|                                                                                                                           | Cash and cash equivalents                                                                        |                            | $          | 180,558        |          
|                                                                                                                           | Short-term investments                                                                           |                            |            | 28,836         |          
|                                                                                                                           | Accounts receivable, net of allowance for doubtful accounts of $14,784 and $11,511, respectively |                            |            | 190,096        |          
|                                                                                                                           | Other current assets                                                                             |                            |            | 77,326         |          
|                                                                                                                           |                                                                                                  |                            |            |                |          
|                                                                                                                           |                                                                                                  | Total current assets       |            |                | 476,816  
|Property and equipment, net of accumulated depreciation of $75,234 and $45,699, respectively                               |                                                                                                  |                            | 105,845    |                |          
|Goodwill, net of accumulated amortization of $533,924 and $334,178, respectively                                           |                                                                                                  |                            | 1,417,199  |                |          
|Other intangible assets, investments and other, net of accumulated amortization of $52,227 and $24,015, respectively       |                                                                                                  |                            | 348,170    |                |          
|                                                                                                                           |                                                                                                  |                            |            |                |          
|                                                                                                                           |                                                                                                  | $                          | 2,348,030  |                | $        
|                                                                                                                           |                                                                                                  |                            |            |                |          
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                       |                                                                                                  |                            |            |                |          
|Current Liabilities:                                                                                                       |                                                                                                  |                            |            |                |          
|                                                                                                                           | Accounts payable                                                                                 |                            | $          | 25,216         |          
|                                                                                                                           | Accrued expenses                                                                                 |                            |            | 202,628        |          
|                                                                                                                           | Current portion of deferred revenue                                                              |                            |            | 126,875        |          
|                                                                                                                           | Current portion of long-term debt                                                                |                            |            | 2,361          |          
|                                                                                                                           | Revolving line of credit                                                                         |                            |            | 100,000        |          
|                                                                                                                           |                                                                                                  |                            |            |                |          
|                                                                                                                           |                                                                                                  | Total current liabilities  |            |                | 457,080  
|Deferred revenue, net of current portion                                                                                   |                                                                                                  |                            | 16,111     |                |          
|Other long-term liabilities                                                                                                |                                                                                                  |                            | 10,096     |                |          
|Long-term debt, net of current portion                                                                                     |                                                                                                  |                            | 4,035      |                |          
|Convertible subordinated notes                                                                                             |                                                                                                  |                            | 263,196    |                |          
|                                                                                                                           |                                                                                                  |                            |            |                |          
|                                                                                                                           |                                                                                                  | Total liabilities          |            |                | 750,518  
|                                                                                                                           |                                                                                                  |                            |            |                |          
|Stockholders' Equity:                                                                                                      |                                                                                                  |                            |            |                |          
|Preferred stock, $0.001 par value, 5,000 shares authorized, no shares issued or outstanding                                |                                                                                                  |                            |           |                |          
|Common stock, $0.001 par value, 500,000 shares authorized, 192,308 and 160,359 shares issued and outstanding, respectively |                                                                                                  |                            | 192        |                |          
|Additional paid-in capital                                                                                                 |                                                                                                  |                            | 3,235,859  |                |          
|Accumulated deficit                                                                                                        |                                                                                                  |                            | (1,595,062 | )              |          
|Unearned portion of deferred compensation                                                                                  |                                                                                                  |                            | (28,027    | )              |          
|Cumulative translation adjustment                                                                                          |                                                                                                  |                            | (5,107     | )              |          
|Treasury stock, 492,677 and 414,154 shares held at cost, respectively                                                      |                                                                                                  |                            | (10,343    | )              |          
|                                                                                                                           |                                                                                                  |                            |            |                |          
|                                                                                                                           |                                                                                                  | Total stockholders' equity |            |                | 1,597,512
|                                                                                                                           |                                                                                                  |                            |            |                |          
|                                                                                                                           |                                                                                                  | $                          | 2,348,030  |                | $        
|                                                                                                                           |                                                                                                  |                            |            |                |          

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

1

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PEREGRINE SYSTEMS, INC.        CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS        (in thousands, except per share and share amounts)        (unaudited)

|                                                                            |                                      | Three Months Ended
December 31, |         | Nine Months Ended
December 31, |        
|--------------------------------------------------------------------------- | ------------------------------------ | ------------------------------- | ------- | ------------------------------ | -------
|
|Revenues:                                                                   |                                      |                                 |         |                                |        
|                                                                            | Licenses                             |                                 | $       | 75,145                         |        
|                                                                            | Services                             |                                 |         | 100,010                        |        
|                                                                            |                                      |                                 |         |                                |        
|                                                                            |                                      | Total revenues                  |         |                                | 175,155
|                                                                            |                                      |                                 |         |                                |        
|Costs and Expenses:                                                         |                                      |                                 |         |                                |        
|                                                                            | Cost of licenses                     |                                 |         | 861                            |        
|                                                                            | Cost of services                     |                                 |         | 50,458                         |        
|                                                                            | Amortization of purchased technology |                                 |         | 7,669                          |        
|                                                                            | Sales and marketing                  |                                 |         | 83,575                         |        
|                                                                            | Research and development             |                                 |         | 39,808                         |        
|                                                                            | General and administrative           |                                 |         | 20,299                         |        
|                                                                            | Acquisition costs and other          |                                 |         | 64,536                         |        
|                                                                            |                                      |                                 |         |                                |        
|                                                                            |                                      | Total costs and expenses        |         |                                | 267,206
|                                                                            |                                      |                                 |         |                                |        
|Loss from operations before interest (net) and income tax benefit (expense) |                                      |                                 | (92,051 | )                              |        
|Interest income (expense), net                                              |                                      |                                 | (3,823  | )                              |        
|                                                                            |                                      |                                 |         |                                |        
|Loss before income tax benefit (expense)                                    |                                      |                                 | (95,874 | )                              |        
|Income tax benefit (expense)                                                |                                      |                                 | 7,574   |                                |        
|                                                                            |                                      |                                 |         |                                |        
|                                                                            | Net loss                             |                                 | $       | (88,300                        | )      
|                                                                            |                                      |                                 |         |                                |        
|Net loss per share  basic and diluted:                                     |                                      |                                 |         |                                |        
|                                                                            | Net loss per share                   |                                 | $       | (0.46                          | )      
|                                                                            |                                      |                                 |         |                                |        
|                                                                            | Shares used in computation           |                                 |         | 191,801                        |        
|                                                                            |                                      |                                 |         |                                |        

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

2

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PEREGRINE SYSTEMS, INC.        CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS        (in thousands)        (unaudited)

|                                                                              |                                                         | Nine Months Ended
December 31,                         |                                       
|----------------------------------------------------------------------------- | ------------------------------------------------------- | ------------------------------------------------------ | --------------------------------------
|
|Cash flows from operating activities:                                         |                                                         |                                                        |                                       
|                                                                              | Net loss                                                |                                                        | $                                     
|Adjustments to reconcile net loss to net cash used in operating activities:   |                                                         |                                                        |                                       
|                                                                              | Depreciation, amortization, acquisition costs and other |                                                        |                                       
|                                                                              |                                                         | Increase (decrease) in cash resulting from changes in: |                                       
|                                                                              |                                                         |                                                        | Accounts receivable                   
|                                                                              |                                                         |                                                        | Other current assets                  
|                                                                              |                                                         |                                                        | Other assets                          
|                                                                              |                                                         |                                                        | Accounts payable and other liabilities
|                                                                              |                                                         |                                                        | Accrued expenses                      
|                                                                              |                                                         |                                                        | Deferred revenue                      
|                                                                              |                                                         |                                                        |                                       
|                                                                              |                                                         |                                                        |                                       
|                                                                              |                                                         |                                                        |                                       
|Cash flows from investing activities:                                         |                                                         |                                                        |                                       
|                                                                              | Acquisitions and investments, net of cash acquired      |                                                        |                                       
|                                                                              | Purchases of property and equipment                     |                                                        |                                       
|                                                                              |                                                         |                                                        |                                       
|                                                                              |                                                         |                                                        |                                       
|                                                                              |                                                         |                                                        |                                       
|Cash flows from financing activities:                                         |                                                         |                                                        |                                       
|                                                                              | Issuance of note receivable                             |                                                        |                                       
|                                                                              | Issuance of long-term debt, net                         |                                                        |                                       
|                                                                              | Issuance of common stock                                |                                                        |                                       
|                                                                              | Treasury stock purchased                                |                                                        |                                       
|                                                                              |                                                         |                                                        |                                       
|                                                                              |                                                         |                                                        |                                       
|                                                                              |                                                         |                                                        |                                       
|Effect of exchange rate changes on cash and cash equivalents                  |                                                         |                                                        | (1,157                                
|                                                                              |                                                         |                                                        |                                       
|Net increase (decrease) in cash and cash equivalents                          |                                                         |                                                        | (106,100                              
|Cash and cash equivalents, beginning of period                                |                                                         |                                                        | 286,658                               
|                                                                              |                                                         |                                                        |                                       
|Cash and cash equivalents, end of period                                      |                                                         | $                                                      | 180,558                               
|                                                                              |                                                         |                                                        |                                       
|Cash paid during the period for:                                              |                                                         |                                                        |                                       
|                                                                              | Interest                                                |                                                        | $                                     
|                                                                              | Income taxes                                            |                                                        | $                                     
|Supplemental Disclosure of Noncash Investing Activities:                      |                                                         |                                                        |                                       
|Stock issued and other noncash consideration for acquisitions and investments |                                                         | $                                                      | 877,090                               

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

3

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

Note 1. Basis of Presentation

The accompanying condensed consolidated balance sheet as of December 31, 2001, condensed consolidated statements of operations for the three and nine month
periods ended December 31, 2001 and 2000, and condensed consolidated statements of cash flows for the nine month periods ended December 31, 2001 and 2000, have been prepared by Peregrine
Systems, Inc. (unless otherwise noted, "Peregrine Systems," "we," "PSI," "us," or "our" refers to Peregrine Systems, Inc.) and have not been audited. These condensed consolidated
financial statements, in our opinion, include all adjustments necessary for a fair presentation of the consolidated financial position, results of operations, and cash flows for all periods presented.
These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on
Form 10-K filed for the year ended March 31, 2001, which provides further information regarding our significant accounting policies and other financial and operating
information. Interim operating results are not necessarily indicative of operating results for the full year or any other future period. The condensed consolidated financial statements include the
accounts of PSI and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. Certain amounts for prior periods have been reclassified to conform to
current year presentation.

The
preparation of our condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and
assumptions that may affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses during the reporting
periods. Actual results could differ from those estimates.

Note 2. Revenue Recognition

Our revenues are derived principally from product licensing and services. License fees are generally due upon the granting of the license and typically include a
one-year warranty period as part of the license agreement. Service revenues are comprised of fees from maintenance (post-contract support), professional services (consulting),
network services, and training. We also derive revenues from transaction fees, subscription fees, and maintenance fees associated with our business-to-business relationship
management products.

Revenues
from direct and indirect license agreements are recognized, provided that all of the following conditions are met: a noncancelable license agreement has been signed; the product
has been delivered; there are no material uncertainties regarding customer acceptance; collection of the resulting receivable is deemed probable; risk of concession is deemed remote; and no other
significant vendor obligations exist. We may grant payment terms of more than one year. Typically this is only done in limited circumstances where the contract is with customers having a proven credit
history; when appropriate we discount the related receivable at the applicable market interest rate as a reduction of revenue. Revenues from maintenance services that are sold separately from license
revenue are recognized ratably over the term of the support period, generally one year. Maintenance revenues that are bundled with license agreements are unbundled using vendor specific objective
evidence. Consulting revenues are primarily related to implementation services most often performed on a time and material basis under separate service agreements for the installation of our products.
Revenues from consulting and training services are recognized as the respective services are performed. Transaction and subscription fees are recognized monthly as services are provided.

4

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Cost
of licenses consists primarily of amounts paid to third-party vendors, product media, manuals, packaging materials, personnel, and related shipping costs. Cost of services consists
primarily of salaries, benefits, and allocated overhead costs incurred in providing telephone support, professional services, training to customers, and other maintenance. Deferred revenues primarily
relate to maintenance fees, which have been paid by our customers in advance of the performance of these services.

On
occasion, we purchase goods or services for our operations from certain limited vendors at or about the same time we license our software to these organizations. These transactions
are separately negotiated and recorded at terms we consider to be arms length.

Note 3. Computation of Net Loss Per Share

Basic earnings 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 our equity and debt securities. For the three and nine month periods ended December 31, 2001 and 2000, the diluted
loss per share calculation excludes the effect of certain equity and debt securities as inclusion would be anti-dilutive.

Note 4. Acquisitions

On August 27, 2001, we completed the acquisition of Remedy Corporation ("Remedy"), a supplier of information technology service management and customer
relationship management solutions. We issued approximately 28 million shares of our common stock (excluding assumed options) and paid approximately $280.8 million in cash in exchange for
all of the outstanding shares of Remedy for a total purchase price, including merger related costs, of approximately $1.2 billion.

Pro Forma Financial Information

The following table presents the unaudited pro forma results assuming we had acquired each of Harbinger and Remedy at the beginning of fiscal 2002 and 2001, as
applicable. This information may not necessarily be indicative of our future combined results.

The
unaudited pro forma results of operations exclude the results of operations of certain other acquisitions consummated during fiscal 2002 and fiscal 2001. The inclusion of the results
associated with these acquisitions would not materially affect the pro forma financial information presented below.

Pro Forma Results For the
Nine Month Periods Ended
December 31,2001

2000(in thousands, except
per share data)
(unaudited)Revenues

$
615,722

$
653,626Net loss

$
(692,941
)
$
(296,861
)Basic and diluted net loss per share

$
(3.64
)
$
(1.74
)


5

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Acquisition-related Liabilities

With respect to acquisition-related liabilities at December 31, 2001, we have both approved and preliminary plans of integration and consolidation. These
plans include the steps we believe will be necessary within the next twelve months to integrate the operations of these acquisitions. The plans provide for the consolidation of duplicate facilities
and infrastructure assets and the elimination of duplicate efforts and positions within the combined company. In connection with these integration and consolidation plans, we have accrued for
acquisition-related costs comprised principally of the following components as of December 31, 2001 (in thousands):

|                                            |  | Acquisition-related
Liabilities
|------------------------------------------- |  | -------------------------------
|Advisory fees                               |  | $                              
|Employee severance and relocation           |  |                                
|Duplicate facilities, equipment and efforts |  |                                
|Other merger related costs                  |  |                                
|                                            |  |                                
|                                            |  | $                              
|                                            |  |                                

This
accrual represents our best estimate, based on information available as of December 31, 2001, of the identifiable and quantifiable charges that we may incur as a result of
these integration and consolidation plans. However, these estimates may change. Any changes in the estimates during the twelve month period following the acquisition will increase or decrease goodwill
as appropriate. We believe substantially all of the above costs will be paid for within twelve months.

The
following represents a detail, by acquisition, of our acquisition-related liabilities (in thousands):

|          |  | March 31,
2000 |        | Additions |   | Uses    |  | March 31,
2001 |         | Additions |   | Uses   |  | December 31,
2001
|--------- |  | -------------- | ------ | --------- | - | ------- |  | -------------- | ------- | --------- | - | ------ |  | -----------------
|F.Print   |  | $              | 2,500  |           | $ |        |  | $              | (2,500  | )         | $ |       |  | $                
|Knowlix   |  |                | 1,100  |           |   |        |  |                | (1,100  | )         |   |       |  |                  
|Telco     |  |                | 11,500 |           |   |        |  |                | (7,500  | )         |   | 4,000  |  |                  
|Harbinger |  |                |       |           |   | 73,600  |  |                | (39,850 | )         |   | 33,750 |  |                  
|Loran     |  |                |       |           |   | 8,500   |  |                | (500    | )         |   | 8,000  |  |                  
|Tivoli    |  |                |       |           |   | 13,500  |  |                | (3,500  | )         |   | 10,000 |  |                  
|Extricity |  |                |       |           |   | 18,000  |  |                |        |           |   | 18,000 |  |                  
|Remedy    |  |                |       |           |   |        |  |                |        |           |   |       |  |                  
|          |  |                |        |           |   |         |  |                |         |           |   |        |  |                  
|          |  | $              | 15,100 |           | $ | 113,600 |  | $              | (54,950 | )         | $ | 73,750 |  | $                
|          |  |                |        |           |   |         |  |                |         |           |   |        |  |                  

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In addition to the costs included in the accrual for our integration and consolidation plans, we will incur other incremental costs as a direct
result of our efforts. These costs will be accounted for as incurred in future periods. To the extent these costs become significant they could have a material adverse effect on our future operating
results.

6

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Note 5. Revolving Line of Credit

In August 2001, we entered into a $150 million short-term bridge facility with a syndicate of financial institutions. In
October 2001, we replaced this facility with a $150 million three-year revolving line of credit facility, also with a syndicate of financial institutions. This facility is
secured by a pledge of certain tangible and intellectual property assets and interests in the outstanding capital stock of some of our domestic and foreign subsidiaries. The terms of the revolving
line of credit facility include covenants that require us to attain certain financial criteria. Based upon our financial results reported as of December 31, 2001, we determined that we did not
comply with some of these covenants. In February 2002, we entered into an amendment to the revolving line of credit facility that suspends certain of our financial covenants through
March 31, 2002, imposes additional other financial covenants, and waives the covenant non-compliance existing as of December 31, 2001.

In
February 2002, all amounts outstanding under the revolving line of credit facility were repaid, with the exception of outstanding letters of credit under the facility of
approximately $18.6 million. The changes to the facility may limit our current ability to make further borrowings. We may not be able to satisfy the new financial covenants or we may decide to
terminate the facility if we conclude that the terms of the facility, as amended, are not favorable from a business perspective.

Note 6. Comprehensive Loss

Total comprehensive loss is determined as follows:

|                                        |                          | For the Three Month Periods
Ended December 31, |         | For the Nine Month Periods
Ended December 31, |  
|--------------------------------------- | ------------------------ | ---------------------------------------------- | ------- | --------------------------------------------- | -
|
|Net loss                                |                          | $                                              | (88,300 | )                                             | $
|Net unrealized gain on investments      |                          |                                                | 254     |                                               |  
|Foreign currency translation adjustment |                          |                                                | (2,407  | )                                             |  
|                                        |                          |                                                |         |                                               |  
|                                        | Total comprehensive loss |                                                | $       | (90,453                                       | )
|                                        |                          |                                                |         |                                               |  

Note 7. Segment and Geographic Operations

Statement of Financial Accounting Standards No. 131, "Disclosures about Segments of an Enterprise and Related Information," ("SFAS No. 131")
requires disclosure of segment information in a manner consistent with the "management approach." The management approach is based on the way the chief operating decision-maker organizes segments
within a company for making operating decisions and assessing performance. Prior to the acquisition of Harbinger in June 2000, we operated exclusively in the infrastructure management industry.
Effective April 2001 through September 2001, we operated in four segments that met the criteria of being a reportable segment in accordance with the provisions of SFAS No. 131.
These reportable segments were the infrastructure management group, the e-markets group, the integrated solutions group, and the shared-services group. Effective October 2001, we
reorganized into three distinct business groups designed to restructure our business with a functional, rather than product, orientation. These groups are the customer relationships group, the
solutions group, and the shared services group. Transactions between the reportable segments were made at terms which approximated arms length transactions and were in accordance with accounting

7

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principles generally accepted in the United States. There were no significant differences between the measurement of the reportable segment's profits and losses disclosed below and the measurement of
profits and losses in our consolidated statements of operations. Certain management allocations were made between these segments. Prior periods have not been presented, as it would be impracticable to
do so. The segment information for the three and nine month periods ended December 31, 2001, respectively, inclusive of management allocations, is as follows (in thousands):

|                                            |  | Customer
Relationships
Group |          | Solutions
Group |   | Shared
Services
Group |   | Consolidated |        
|------------------------------------------- |  | ---------------------------- | -------- | --------------- | - | --------------------- | - | ------------ | -------
|Three month period ended December 31, 2001: |  |                              |          |                 |   |                       |   |              |        
|Revenues                                    |  | $                            | 175,155  |                 | $ |                      |   | $            |       
|Loss before income tax benefit              |  | $                            | (21,222  | )               | $ | (50,530               | ) | $            | (24,122
|Nine month period ended December 31, 2001:  |  |                              |          |                 |   |                       |   |              |        
|Revenues                                    |  | $                            | 522,205  |                 | $ |                      |   | $            |       
|Loss before income tax expense              |  | $                            | (483,604 | )               | $ | (133,201              | ) | $            | (55,584

A
summary of our operations by geographic area is as follows (in thousands):

|                           |  | North America |         | EMEA |   | APLA    |  | Consolidated
|-------------------------- |  | ------------- | ------- | ---- | - | ------- |  | ------------
|Three month periods ended: |  |               |         |      |   |         |  |             
|December 31, 2001:         |  |               |         |      |   |         |  |             
|Revenues                   |  | $             | 120,529 |      | $ | 46,674  |  | $           
|December 31, 2000:         |  |               |         |      |   |         |  |             
|Revenues                   |  | $             | 103,785 |      | $ | 49,684  |  | $           
|Nine month periods ended:  |  |               |         |      |   |         |  |             
|December 31, 2001:         |  |               |         |      |   |         |  |             
|Revenues                   |  | $             | 366,060 |      | $ | 136,204 |  | $           
|December 31, 2000:         |  |               |         |      |   |         |  |             
|Revenues                   |  | $             | 263,398 |      | $ | 122,408 |  | $           

Note 8. Recent Accounting Pronouncements

During July 2001, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards No. 141, "Business
Combinations," ("SFAS No. 141") and Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets," ("SFAS No. 142"). SFAS No. 141 addresses
the accounting for acquisitions of businesses and is effective for acquisitions occurring on or after July 1, 2001. SFAS No. 142 addresses the method of identifying and measuring
goodwill and other intangible assets acquired in a business combination, and requires periodic evaluations of impairment of goodwill and intangible balances. SFAS No. 142 will be adopted
April 1, 2002. The impacts of the adoption of SFAS No. 141 and SFAS No. 142 are still being assessed, but amongst the immediate impacts is that goodwill and certain other
intangible assets acquired on or after July 1, 2001 will no longer be amortized to income in the consolidated statements of operations. Furthermore, upon adoption, goodwill and certain other
intangible assets acquired before July 1, 2001 will no longer be amortized to income in the consolidated statements of operations.

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During
August 2001, the FASB issued Statement of Financial Accounting Standards No. 143, "Accounting for Asset Retirement Obligations," ("SFAS No. 143"). SFAS
No. 143 addresses the timing of the liability recognition, the initial measurement of the liability, the allocation of asset retirement cost to expense, the subsequent measurement of the
liability, and the financial statement disclosures for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. It applies to all
entities and legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and/or normal operation of a
long-lived assets, except for certain lessee obligations. SFAS No. 143 will be adopted April 1, 2003. We have not yet determined the impact of its adoption on our
consolidated results of operations, financial position, or cash flows.

During
August 2001, the FASB issued Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets,"
("SFAS No. 144"). SFAS No. 144 addresses financial accounting and reporting for the impairment or disposal of long-lived assets. SFAS No. 144 supersedes Statement of
Financial Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of," ("SFAS No. 121") and the
accounting and reporting provision of the Accounting Principles Board Opinion No. 30, "Reporting the Results of OperationsReporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual, and Infrequently Occurring Events and Transactions," ("APB No. 30") for the disposal of a segment of a business (as previously defined in that Opinion).
SFAS No. 144 will be adopted April 1, 2002. The provisions of SFAS No. 144 are generally to be applied prospectively. We have not yet determined the impact of its adoption on our
consolidated results of operations, financial position, or cash flows.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 10-Q to be signed on
its behalf by the undersigned thereunto duly authorized in the City of San Diego, California, this 4th day of March, 2002.

| |  | PEREGRINE SYSTEMS, INC.
| |  | -----------------------
| |  |                        
| |  | By:                    

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