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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



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



For the quarterly period ended July 31, 2004



OR



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



For the transition period from  to



Commission file number 000-27071



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AGILE SOFTWARE CORPORATION

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 77-0397905                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



6373 San Ignacio
Avenue, San Jose, California 95119-1200

(Address of principal executive office)



(408) 284-4000

(Registrants telephone number, including area code)



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Indicate by check mark whether the Registrant (1) has
filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.    Yes  x    No ̈



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



The number of shares of common stock of the Registrant issued and outstanding as of July 31, 2004 was 52,514,420.



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##### Table of Contents

AGILE SOFTWARE CORPORATION

FORM 10-Q

JULY 31, 2004



TABLE OF CONTENTS



|           |  |                                                                                                             |  |     
|---------- |  | ----------------------------------------------------------------------------------------------------------- |  | ----
|           |  |                                                                                                            
|           |  |                                                                                                             |  | Page
|           |  | PART I  FINANCIAL INFORMATION                                                                              |  |     
|           |  |                                                                                                            
|Item 1.    |  | Financial Statements                                                                                        |  |     
|           |  |                                                                                                            
|           |  | Unaudited Condensed Consolidated Balance Sheets at July 31, 2004 and April 30, 2004                         |  | 3   
|           |  |                                                                                                            
|           |  | Unaudited Condensed Consolidated Statements of Operations for the Three Months Ended July 31, 2004 and 2003 |  | 4   
|           |  |                                                                                                            
|           |  | Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended July 31, 2004 and 2003 |  | 5   
|           |  |                                                                                                            
|           |  | Notes to Unaudited Condensed Consolidated Financial Statements                                              |  | 6   
|           |  |                                                                                                            
|Item 2.    |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                       |  | 16  
|           |  |                                                                                                            
|Item 3.    |  | Quantitative and Qualitative Disclosures About Market Risk                                                  |  | 40  
|           |  |                                                                                                            
|Item 4.    |  | Controls and Procedures                                                                                     |  | 40  
|           |  |                                                                                                            
|           |  | PART II  OTHER INFORMATION                                                                                 |  |     
|           |  |                                                                                                            
|Item 1.    |  | Legal Proceedings                                                                                           |  | 42  
|           |  |                                                                                                            
|Item 2.    |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                 |  | 42  
|           |  |                                                                                                            
|Item 3.    |  | Defaults Upon Senior Securities                                                                             |  | 42  
|           |  |                                                                                                            
|Item 4.    |  | Submission of Matters to a Vote of Security Holders                                                         |  | 43  
|           |  |                                                                                                            
|Item 5.    |  | Other Information                                                                                           |  | 43  
|           |  |                                                                                                            
|Item 6.    |  | Exhibits and Reports on Form 8-K                                                                            |  | 43  
|           | 
|Signatures |  | 44                                                                                                         



2



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##### Table of Contents

PART I  FINANCIAL INFORMATION



Item 1. Financial Statements



AGILE SOFTWARE CORPORATION

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)



|                                                                                                                                      |  |               |          |   |                    |   |          |  
|------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | -------- | - | ------------------ | - | -------- | -
|                                                                                                                                      |  | July 31, 2004 |          |   | April 30, 2004 (1) |  
|ASSETS                                                                                                                                |  |               |          |   |                    |   |          |  
|Current assets:                                                                                                                       |  |               |          |   |                    |   |          |  
|Cash and cash equivalents                                                                                                             |  | $             | 119,972  |   |                    | $ | 113,069  |  
|Short-term investments                                                                                                                |  |               | 54,714   |   |                    |   | 56,763   |  
|Accounts receivable, net of allowance for doubtful accounts of $1,621 and $1,512 as of July 31, 2004 and April 30, 2004,
respectively |  |               | 21,213   |   |                    |   | 19,998   |  
|Other current assets                                                                                                                  |  |               | 5,728    |   |                    |   | 5,356    |  
|                                                                                                                                      |  |               |          |   |                    |   |          |  
|Total current assets                                                                                                                  |  |               | 201,627  |   |                    |   | 195,186  |  
|                                                                                                                                      |  |              
|Long-term investment, net                                                                                                             |  |               | 61,058   |   |                    |   | 68,389   |  
|Property and equipment, net                                                                                                           |  |               | 8,519    |   |                    |   | 8,696    |  
|Goodwill                                                                                                                              |  |               | 34,990   |   |                    |   | 34,724   |  
|Intangible assets, net                                                                                                                |  |               | 4,621    |   |                    |   | 5,456    |  
|Other assets                                                                                                                          |  |               | 1,994    |   |                    |   | 2,186    |  
|                                                                                                                                      |  |               |          |   |                    |   |          |  
|Total assets                                                                                                                          |  | $             | 312,809  |   |                    | $ | 314,637  |  
|                                                                                                                                      |  |               |          |   |                    |   |          |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                  |  |               |          |   |                    |   |          |  
|Current liabilities:                                                                                                                  |  |               |          |   |                    |   |          |  
|Accounts payable                                                                                                                      |  | $             | 6,113    |   |                    | $ | 4,773    |  
|Accrued expenses and other liabilities                                                                                                |  |               | 21,106   |   |                    |   | 20,508   |  
|Deferred revenue                                                                                                                      |  |               | 20,022   |   |                    |   | 20,104   |  
|                                                                                                                                      |  |               |          |   |                    |   |          |  
|Total current liabilities                                                                                                             |  |               | 47,241   |   |                    |   | 45,385   |  
|                                                                                                                                      |  |              
|Accrued restructuring, non-current                                                                                                    |  |               | 1,336    |   |                    |   | 2,376    |  
|Other non-current liabilities                                                                                                         |  |               | 5,330    |   |                    |   | 5,382    |  
|                                                                                                                                      |  |               |          |   |                    |   |          |  
|Total liabilities                                                                                                                     |  |               | 53,907   |   |                    |   | 53,143   |  
|                                                                                                                                      |  |               |          |   |                    |   |          |  
|Commitments and contingencies (Note 7)                                                                                                |  |               |          |   |                    |   |          |  
|                                                                                                                                      |  |              
|Stockholders equity:                                                                                                                 |  |               |          |   |                    |   |          |  
|Common Stock                                                                                                                          |  |               | 52       |   |                    |   | 52       |  
|Additional paid-in capital                                                                                                            |  |               | 545,528  |   |                    |   | 544,927  |  
|Notes receivable from stockholders                                                                                                    |  |               | (79      | ) |                    |   | (83      | )
|Unearned stock compensation                                                                                                           |  |               | (770     | ) |                    |   | (1,139   | )
|Accumulated other comprehensive loss                                                                                                  |  |               | (995     | ) |                    |   | (432     | )
|Accumulated deficit                                                                                                                   |  |               | (284,834 | ) |                    |   | (281,831 | )
|                                                                                                                                      |  |               |          |   |                    |   |          |  
|Total stockholders equity                                                                                                            |  |               | 258,902  |   |                    |   | 261,494  |  
|                                                                                                                                      |  |               |          |   |                    |   |          |  
|Total liabilities and stockholders equity                                                                                            |  | $             | 312,809  |   |                    | $ | 314,637  |  
|                                                                                                                                      |  |               |          |   |                    |   |          |  

---

|(1) | Amounts as of April 30, 2004 have been derived from audited financial statements as of that date.
|--- | -------------------------------------------------------------------------------------------------



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



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AGILE SOFTWARE CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)



|                                       |  |                             |        |   |      |   |        |  
|-------------------------------------- |  | --------------------------- | ------ | - | ---- | - | ------ | -
|                                       |  | Three Months Ended July 31, |       
|                                       |  | 2004                        |        |   | 2003 |  
|Revenues:                              |  |                             |        |   |      |   |        |  
|License                                |  | $                           | 10,314 |   |      | $ | 7,384  |  
|Service                                |  |                             | 16,167 |   |      |   | 10,879 |  
|                                       |  |                             |        |   |      |   |        |  
|Total revenues                         |  |                             | 26,481 |   |      |   | 18,263 |  
|                                       |  |                             |        |   |      |   |        |  
|Cost of revenues:                      |  |                             |        |   |      |   |        |  
|License                                |  |                             | 1,077  |   |      |   | 810    |  
|Service                                |  |                             | 7,479  |   |      |   | 4,759  |  
|Stock compensation                     |  |                             | 90     |   |      |   |       |  
|Amortization of intangible assets      |  |                             | 178    |   |      |   |       |  
|                                       |  |                             |        |   |      |   |        |  
|Total cost of revenues                 |  |                             | 8,824  |   |      |   | 5,569  |  
|                                       |  |                             |        |   |      |   |        |  
|Gross margin                           |  |                             | 17,657 |   |      |   | 12,694 |  
|                                       |  |                             |        |   |      |   |        |  
|Operating expenses:                    |  |                             |        |   |      |   |        |  
|Sales and marketing:                   |  |                             |        |   |      |   |        |  
|Other sales and marketing              |  |                             | 10,177 |   |      |   | 8,108  |  
|Stock compensation                     |  |                             | 159    |   |      |   | 540    |  
|Research and development:              |  |                             |        |   |      |   |        |  
|Other research and development         |  |                             | 5,315  |   |      |   | 5,284  |  
|Stock compensation                     |  |                             | 15     |   |      |   | 56     |  
|General and administrative:            |  |                             |        |   |      |   |        |  
|Other general and administrative       |  |                             | 2,661  |   |      |   | 1,760  |  
|Stock compensation                     |  |                             | 72     |   |      |   | 34     |  
|Amortization of intangible assets      |  |                             | 656    |   |      |   |       |  
|Restructuring and other charges        |  |                             | 2,132  |   |      |   |       |  
|                                       |  |                             |        |   |      |   |        |  
|Total operating expenses               |  |                             | 21,187 |   |      |   | 15,782 |  
|                                       |  |                             |        |   |      |   |        |  
|Loss from operations                   |  |                             | (3,530 | ) |      |   | (3,088 | )
|Other income:                          |  |                             |        |   |      |   |        |  
|Interest and other income, net         |  |                             | 800    |   |      |   | 830    |  
|                                       |  |                             |        |   |      |   |        |  
|Loss before provision for income taxes |  |                             | (2,730 | ) |      |   | (2,258 | )
|Provision for income taxes             |  |                             | 273    |   |      |   | 417    |  
|                                       |  |                             |        |   |      |   |        |  
|Net loss                               |  | $                           | (3,003 | ) |      | $ | (2,675 | )
|                                       |  |                             |        |   |      |   |        |  
|Net loss per share:                    |  |                             |        |   |      |   |        |  
|Basic and diluted                      |  | $                           | (0.06  | ) |      | $ | (0.05  | )
|                                       |  |                             |        |   |      |   |        |  
|Weighted average shares                |  |                             | 52,442 |   |      |   | 49,147 |  
|                                       |  |                             |        |   |      |   |        |  



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



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AGILE SOFTWARE CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)



|                                                                                          |  |                             |         |   |      |   |         |  
|----------------------------------------------------------------------------------------- |  | --------------------------- | ------- | - | ---- | - | ------- | -
|                                                                                          |  | Three Months Ended July 31, |        
|                                                                                          |  | 2004                        |         |   | 2003 |  
|Cash flows from operating activities:                                                     |  |                             |         |   |      |   |         |  
|Net loss                                                                                  |  | $                           | (3,003  | ) |      | $ | (2,675  | )
|Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |  |                             |         |   |      |   |         |  
|Provision for doubtful accounts                                                           |  |                             | 100     |   |      |   | 75      |  
|Depreciation and amortization                                                             |  |                             | 2,119   |   |      |   | 1,477   |  
|Stock compensation                                                                        |  |                             | 336     |   |      |   | 630     |  
|Non-cash portion of restructuring and other charges                                       |  |                             | 39      |   |      |   |        |  
|Changes in operating assets and liabilities, net of acquisitions:                         |  |                             |         |   |      |   |         |  
|Accounts receivable                                                                       |  |                             | (1,194  | ) |      |   | 246     |  
|Other assets, current and non-current                                                     |  |                             | (315    | ) |      |   | 942     |  
|Accounts payable                                                                          |  |                             | 1,270   |   |      |   | 263     |  
|Accrued expenses and other liabilities                                                    |  |                             | (1,148  | ) |      |   | (1,033  | )
|Deferred revenue                                                                          |  |                             | (221    | ) |      |   | 830     |  
|                                                                                          |  |                             |         |   |      |   |         |  
|Net cash provided by (used in) operating activities                                       |  |                             | (2,017  | ) |      |   | 755     |  
|                                                                                          |  |                             |         |   |      |   |         |  
|Cash flows from investing activities:                                                     |  |                             |         |   |      |   |         |  
|Purchases of investments                                                                  |  |                             | (29,189 | ) |      |   | (44,759 | )
|Proceeds from maturities of investments                                                   |  |                             | 38,225  |   |      |   | 62,000  |  
|Cash paid in business combinations, net of cash acquired                                  |  |                             | (266    | ) |      |   | (670    | )
|Acquisition of property and equipment                                                     |  |                             | (812    | ) |      |   | (2,605  | )
|                                                                                          |  |                             |         |   |      |   |         |  
|Net cash provided by investing activities                                                 |  |                             | 7,958   |   |      |   | 13,966  |  
|                                                                                          |  |                             |         |   |      |   |         |  
|Cash flows from financing activities:                                                     |  |                             |         |   |      |   |         |  
|Proceeds from issuance of common stock, net of repurchases                                |  |                             | 632     |   |      |   | 2,359   |  
|Repayment of notes receivable from stockholders                                           |  |                             | 4       |   |      |   | 21      |  
|                                                                                          |  |                             |         |   |      |   |         |  
|Net cash provided by financing activities                                                 |  |                             | 636     |   |      |   | 2,380   |  
|                                                                                          |  |                             |         |   |      |   |         |  
|Effect of exchange rate changes on cash                                                   |  |                             | 326     |   |      |   |        |  
|                                                                                          |  |                             |         |   |      |   |         |  
|Net increase in cash and cash equivalents                                                 |  |                             | 6,903   |   |      |   | 17,101  |  
|Cash and cash equivalents at beginning of period                                          |  |                             | 113,069 |   |      |   | 154,852 |  
|                                                                                          |  |                             |         |   |      |   |         |  
|Cash and cash equivalents at end of period                                                |  | $                           | 119,972 |   |      | $ | 171,953 |  
|                                                                                          |  |                             |         |   |      |   |         |  
|Supplementary disclosure of cash flows information                                        |  |                             |         |   |      |   |         |  
|Cash paid during the period for taxes                                                     |  | $                           | 173     |   |      | $ | 414     |  
|                                                                                          |  |                             |         |   |      |   |         |  



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



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AGILE SOFTWARE CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



Note 1Summary of Significant Accounting Policies:



Basis of presentation



The accompanying unaudited condensed consolidated financial statements of Agile Software Corporation and its subsidiaries (Agile) have been
prepared by us and reflect all adjustments (all of which, except for restructuring charges as discussed in Note 6-Restructuring and other charges, are normal and recurring in nature) that, in the opinion of management, are necessary for a fair
presentation of the interim periods presented. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for any subsequent period. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted in accordance with the Securities and Exchange Commissions rules and
regulations. These unaudited condensed consolidated financial statements and notes included herein should be read in conjunction with our audited consolidated financial statements and notes thereto for the fiscal year ended April 30, 2004, included
in our Annual Report on Form 10-K filed on July 14, 2004 with the Securities and Exchange Commission.



Concentrations of credit risk and significant customers



In the three months ended July 31, 2004, none of our customers accounted for more than 10% of our total revenue or 10% of our net accounts receivable. In
the three months ended July 31, 2003, one customer accounted for 12% of our total revenue and none accounted for more than 10% of our net accounts receivable.



Stock compensation



We account for stock-based compensation for employees arrangements in accordance with provisions of Accounting Principles Board (APB) Opinion
No. 25, Accounting for Stock Issued to Employees and related interpretations, and comply with the disclosure provisions of Statement of Financial Accounting Standard ( SFAS) No. 123, Accounting for Stock-Based
Compensation, as amended by SFAS No. 148, Accounting for Stock-Based CompensationTransition and Disclosure. Under APB Opinion No. 25, unearned compensation is based on the difference, if any, on the date of the grant, between
the fair value of our common stock and the exercise price of the stock option granted. Unearned compensation is amortized and expensed in accordance with Financial Accounting Standards Board (FASB) Interpretation (FIN) No. 28
using the accelerated method of amortization. If a stock option is unvested and cancelled due to the termination of employment of the optionee, any excess amortization recorded using the accelerated method over what would have been amortized on a
straight-line basis is reversed in the period of cancellation, and classified as recovery.



We account for stock-based compensation arrangements for non-employees in accordance with the provisions of SFAS No. 123 and Emerging Issues Task Force (EITF) No. 96-18 Accounting for Equity
Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services. Stock compensation related to stock options granted to non-employees is recognized as an expense over the service period,
generally five years.



Fair value disclosures



Under SFAS No. 123, we are required to provide pro forma information
disclosing net income and earnings per share determined as if we had accounted for our stock-based compensation plans under the fair value method.



The fair value of shares and options issued pursuant to our employee stock-based compensation plans at the grant date were calculated using the
Black-Scholes option pricing model as prescribed by SFAS No. 123 with the following weighted average assumptions:



|                                |  |                             |   |  |                             |   |  |      |   |  |      |  
|------------------------------- |  | --------------------------- | - |  | --------------------------- | - |  | ---- | - |  | ---- | -
|                                |  | Stock Option Plans          |   |  | Purchase Plan               |  
|                                |  | Three Months Ended July 31, |   |  | Three Months Ended July 31, |  
|                                |  | 2004                        |   |  | 2003                        |   |  | 2004 |   |  | 2003 |  
|Dividend yield                  |  |                            |   |  |                            |   |  |     |   |  |     |  
|Expected volatility             |  | 47                          | % |  | 76                          | % |  | 47   | % |  | 76   | %
|Average risk-free interest rate |  | 3.83                        | % |  | 3.38                        | % |  | 1.64 | % |  | 1.02 | %
|Expected life (in years)        |  | 5                           |   |  | 5                           |   |  | .5   |   |  | .5   |  



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##### Table of Contents

AGILE SOFTWARE CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



The Black-Scholes option-pricing model was developed for
use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. In addition, option pricing models require the input of assumptions, including the expected stock price volatility. We use volatility
rates based upon our historical volatility rates. Based upon the above assumptions, the weighted average fair value per share of options granted under the stock option plans during the three months ended July 31, 2004 and 2003 was $4.14 and $5.16,
respectively. The weighted average fair value per share of shares subject to purchase under the employee stock purchase plan during the three months ended July 31, 2004 and 2003 was $2.72 and $2.38, respectively.



Had we recognized the fair value of our stock-based compensation plans under
the provisions of SFAS No. 123, our net loss would have been increased to the pro forma amounts below for the three months ended July 31, 2004 and 2003, respectively (in thousands, except per share amounts):



|                                                            |  |                             |        |   |      |   |        |  
|----------------------------------------------------------- |  | --------------------------- | ------ | - | ---- | - | ------ | -
|                                                            |  | Three Months Ended July 31, |       
|                                                            |  | 2004                        |        |   | 2003 |  
|Net loss as reported                                        |  | $                           | (3,003 | ) |      | $ | (2,675 | )
|Add: Stock-based compensation included in reported net loss |  |                             | 340    |   |      |   | 439    |  
|Less: Stock-based compensation under SFAS No. 123           |  |                             | (4,703 | ) |      |   | (5,838 | )
|                                                            |  |                             |        |   |      |   |        |  
|Pro forma net loss                                          |  | $                           | (7,366 | ) |      | $ | (8,074 | )
|                                                            |  |                             |        |   |      |   |        |  
|Net loss per basic and diluted share as reported            |  | $                           | (0.06  | ) |      | $ | (0.05  | )
|                                                            |  |                             |        |   |      |   |        |  
|Pro forma net loss per basic and diluted share              |  | $                           | (0.14  | ) |      | $ | (0.16  | )
|                                                            |  |                             |        |   |      |   |        |  



Unearned stock compensation



We record unearned stock compensation when we issue
restricted common stock or options to purchase common stock with exercise prices below fair value at the date of grant. Stock compensation is recognized as an expense over the applicable vesting period of the related options, generally five years,
using the accelerated method of amortization.



We remeasure the
fair value of these options at each reporting period prior to vesting and then finally at the vesting dates of these options. As a result, stock compensation for non-employees fluctuates with the movement in the fair value of our common stock.



During the three months ended July 31, 2004 and 2003, we
terminated employment of individuals for whom we had recorded unearned stock compensation and had recognized related expense on an accelerated basis. Upon termination, we record as a recovery within the statements of operations the difference
between the actual expense recorded using the accelerated method and the expense that would have been recorded under the straight-line method. Additionally, during the three months ended July 31, 2004 and 2003, the termination of these individuals
reduced unearned stock compensation, which would have been amortized to future expense, by $33,000 and $45,000, respectively.



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AGILE SOFTWARE CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



Amortization of employee and non-employee stock options,
and recoveries due to cancellations were as follows (in thousands):



|                             |  |                             |     |   |      |   |     |  
|---------------------------- |  | --------------------------- | --- | - | ---- | - | --- | -
|                             |  | Three Months Ended July 31, |    
|                             |  | 2004                        |     |   | 2003 |  
|Amortization - employees     |  | $                           | 342 |   |      | $ | 493 |  
|Amortization - non-employees |  |                             | (4  | ) |      |   | 191 |  
|Recovery - employees         |  |                             | (2  | ) |      |   | (54 | )
|                             |  |                             |     |   |      |   |     |  
|Total stock compensation     |  | $                           | 336 |   |      | $ | 630 |  
|                             |  |                             |     |   |      |   |     |  



Note 2Net Loss Per Share;



Basic net loss per share is computed by dividing the net
loss for the period by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is the same as basic net loss per share because the calculation of diluted net loss per share excludes potential
dilutive shares of common stock since their effect is anti-dilutive. Potentially dilutive shares of common stock consist of unvested restricted common stock and shares of common stock issuable upon the exercise of outstanding stock options and
warrants.



The following table sets forth the computation of
basic and diluted net loss per share for the periods indicated (in thousands, except per share amounts):



|                                                                                  |  |                             |        |   |      |   |        |  
|--------------------------------------------------------------------------------- |  | --------------------------- | ------ | - | ---- | - | ------ | -
|                                                                                  |  | Three Months Ended July 31, |       
|                                                                                  |  | 2004                        |        |   | 2003 |  
|Numerator:                                                                        |  |                             |        |   |      |   |        |  
|Net loss                                                                          |  | $                           | (3,003 | ) |      | $ | (2,675 | )
|                                                                                  |  |                             |        |   |      |   |        |  
|Denominator:                                                                      |  |                             |        |   |      |   |        |  
|Weighted average shares                                                           |  |                             | 52,466 |   |      |   | 49,316 |  
|Weighted average unvested shares of restricted common stock subject to repurchase |  |                             | (24    | ) |      |   | (169   | )
|                                                                                  |  |                             |        |   |      |   |        |  
|Denominator for basic and diluted calculation                                     |  |                             | 52,442 |   |      |   | 49,147 |  
|                                                                                  |  |                             |        |   |      |   |        |  
|Net loss per share:                                                               |  |                             |        |   |      |   |        |  
|Basic and diluted                                                                 |  | $                           | (0.06  | ) |      | $ | (0.05  | )
|                                                                                  |  |                             |        |   |      |   |        |  

The following table sets forth, as of the dates indicated below, potential dilutive shares of
common stock that are not included in the diluted net loss per share calculation above because to do so would be anti-dilutive (in thousands):



|                                            |  |                             |  |       
|------------------------------------------- |  | --------------------------- |  | ------
|                                            |  | Three Months Ended July 31,
|                                            |  | 2004                        |  | 2003  
|Warrants to purchase common stock           |  |                            |  | 50    
|Unvested common stock subject to repurchase |  | 23                          |  | 158   
|Options to purchase common stock            |  | 19,769                      |  | 14,787
|                                            |  |                             |  |       
|Total shares excluded                       |  | 19,792                      |  | 14,995
|                                            |  |                             |  |       



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AGILE SOFTWARE CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



Note 3Comprehensive Loss:



Comprehensive loss, which is reflected as a component of stockholders
equity, includes net loss, unrealized gains or losses on investments, and foreign currency translation adjustments, as follows:



|                                        |  |                             |        |   |      |   |        |  
|--------------------------------------- |  | --------------------------- | ------ | - | ---- | - | ------ | -
|                                        |  | Three Months Ended July 31, |       
|                                        |  | 2004                        |        |   | 2003 |  
|Net loss                                |  | $                           | (3,003 | ) |      | $ | (2,675 | )
|Other comprehensive loss:               |  |                             |        |   |      |   |        |  
|Unrealized loss on investments          |  |                             | (344   | ) |      |   | (163   | )
|Foreign currency translation adjustment |  |                             | (219   | ) |      |   |       |  
|                                        |  |                             |        |   |      |   |        |  
|Other comprehensive loss                |  | $                           | (563   | ) |      | $ | (163   | )
|                                        |  |                             |        |   |      |   |        |  
|Total comprehensive loss                |  | $                           | (3,566 | ) |      | $ | (2,838 | )
|                                        |  |                             |        |   |      |   |        |  



Note 4Business Combinations:



During fiscal 2004, we acquired TRADEC, Inc.
(Tradec) and Eigner US Inc. (Eigner). Each transaction was accounted for under the purchase method of accounting and, accordingly, the results of operations of each acquisition are included in the accompanying unaudited
condensed consolidated statements of operations for all periods or partial periods subsequent to their respective acquisition date.



The net tangible assets acquired and liabilities assumed in each acquisition, as discussed further below, were recorded at their fair values, which
approximated their carrying amounts at the respective acquisition dates. We determined the valuation of the identifiable intangible assets using future revenue assumptions and a valuation analysis from an independent appraiser. The amounts allocated
to the identifiable intangible assets were determined through established valuation techniques accepted in the technology and software industries. In calculating the value of the acquired in-process research and development (IPR&D),
the independent appraiser gave consideration to relevant market size and growth factors, expected industry trends, the anticipated nature and timing of new product introductions by us and our competitors, individual product sales cycles, and the
estimated lives of each of the products derived from the underlying technology. The value of the acquired IPR&D reflects the relative value and contribution of the acquired research and development. Consideration was given to the stage of
completion, the complexity of the work completed to date, the difficulty of completing the remaining development, costs already incurred, and the expected cost to complete the project in determining the value assigned to the acquired IPR&D. The
amounts allocated to the acquired IPR&D were immediately expensed in the period the acquisition was completed because the projects associated with the IPR&D efforts had not yet reached technological feasibility and no future alternative uses
existed for the technology. The income approach, which includes an analysis of the cash flows and risks associated with achieving such cash flows, was the primary technique utilized in valuing the other identifiable intangible assets. Key
assumptions used in analyzing the expected cash flows from the other identifiable intangible assets included discount rates ranging from



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AGILE SOFTWARE CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



19% to 31% for Eigner and Tradec, and our estimates of revenue growth,
maintenance renewal rates, cost of sales, operating expenses and taxes. The purchase price in excess of the identified tangible and intangible assets was allocated to goodwill.



Tradec



On September 30, 2003, we acquired all of the outstanding capital stock of Tradec, which develops cost management software solutions that enable
manufacturing companies to reduce direct material costs, increase productivity and improve supplier performance. The acquisition enhances our current cost management offering by leveraging Tradecs domain expertise for addressing key aspects of
direct materials cost and performance management. We delivered increased analytics capabilities and supplier collaboration for our customers to drive product profitability. The financial terms of the transaction were not material to our financial
statements.



Eigner



On August 11, 2003, we acquired all of the outstanding capital stock of
Eigner, a provider of complementary product lifecycle management solutions. The acquisition of Eigner allows us to have a stronger presence in the automotive supply chain, industrial equipment, aerospace, and defense industries, as well as in
certain geographic markets.



The total purchase price of $19.3
million consisted of $2.8 million in cash, the issuance of 1.8 million shares of Agile common stock valued at $15.6 million, and $894,000 in direct transaction costs. The value of the share consideration was based upon the average of the closing
market prices of Agile common stock on the three trading days before and after the announcement of the acquisition on August 5, 2003, which was $8.71.



In connection with the acquisition of Eigner, we paid approximately $1.5 million in hiring bonuses to certain persons who were employees of Eigner at the
date of the acquisition. We also implemented a plan to terminate approximately 10% of the combined company workforce, for a total of 63 employees, to eliminate duplicative activities and reduce the cost structure of the combined company. The
terminations included 30 Eigner employees and 33 Agile employees, and were made across all business functions and geographic regions. Net of these terminations, our overall headcount increased by 89 employees, across all business functions, as a
result of the Eigner acquisition. The estimated cost for related severance, benefits, payroll taxes and other associated costs totaled $3.3 million, of which $2.2 million was related to the termination of the Eigner employees and $1.1 was related to
the termination of the Agile employees. Both the hiring bonuses and the severance related costs for the Eigner employees, totaling $3.7 million, were accrued for at the time of the acquisition and have been recognized as a liability assumed in the
business combination. The severance related costs for the Agile employees of $1.1 million were included in restructuring and other charges during the second quarter of fiscal 2004 (see Note 6Restructuring and Other Charges for
additional information). The Eigner and Agile employee termination obligations were fully paid as of April 30, 2004.



In addition, we agreed to pay approximately $1.7 million in retention bonuses to certain persons who were employees of Eigner at the date of the
acquisition and remain employees of Agile for six months. These bonuses were paid in February 2004 and were recorded as acquisition-related compensation in fiscal 2004.



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AGILE SOFTWARE CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



The aggregate purchase price for the Eigner acquisition
has been allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition as follows (in thousands):



|                                         |  |        |         |  
|---------------------------------------- |  | ------ | ------- | -
|                                         |  | Eigner |        
|Tangible assets acquired:                |  |        |         |  
|Cash and cash equivalents                |  | $      | 3,015   |  
|Accounts receivable                      |  |        | 2,478   |  
|Property and equipment                   |  |        | 1,361   |  
|Other assets                             |  |        | 2,098   |  
|Liabilities assumed:                     |  |        |         |  
|Accounts payable                         |  |        | (5,670  | )
|Accrued expenses and other liabilities   |  |        | (12,590 | )
|Deferred revenue                         |  |        | (3,956  | )
|Identifiable intangible assets acquired: |  |        |         |  
|In-process research and development      |  |        | 500     |  
|Other identifiable intangible assets:    |  |        |         |  
|Existing technology                      |  |        | 1,300   |  
|Customer relationships                   |  |        | 4,000   |  
|Non-compete agreements                   |  |        | 1,200   |  
|Goodwill                                 |  |        | 25,549  |  
|                                         |  |        |         |  
|Total                                    |  | $      | 19,285  |  
|                                         |  |        |         |  



Pro forma financial information



The following table presents the unaudited pro forma
financial information for Eigner, Tradec, and us for the three months ended July 31, 2003, as if the acquisitions had occurred on May 1, 2003, after giving effect to certain purchase accounting adjustments (in thousands, except per share amounts):



|                                               |  |                                  |        |  
|---------------------------------------------- |  | -------------------------------- | ------ | -
|                                               |  | Three Months Ended July 31, 2003 |       
|Pro forma net revenue                          |  | $                                | 25,350 |  
|                                               |  |                                  |        |  
|Pro forma net loss                             |  | $                                | (5,589 | )
|                                               |  |                                  |        |  
|Pro forma net loss per basic and diluted share |  | $                                | (0.11  | )
|                                               |  |                                  |        |  
|Pro forma shares outstanding                   |  |                                  | 50,942 |  
|                                               |  |                                  |        |  



These results are
presented for illustrative purposes only and are not necessarily indicative of the actual operating results or financial position that would have occurred if the transactions had been consummated on May 1, 2003.



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AGILE SOFTWARE CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



Note 5Goodwill and Intangible Assets:



Goodwill



The change in carrying amount of goodwill for the three months ended July 31, 2004, is as follows (in thousands):



|                             |  |   |       
|---------------------------- |  | - | ------
|Balance as of April 30, 2004 |  | $ | 34,724
|Earnout payments (1)         |  |   | 266   
|                             |  |   |       
|Balance as of July 31, 2004  |  | $ | 34,990
|                             |  |   |       

---

|(1) | During the three months ended July 31, 2004, we paid $266,000 of additional consideration to the former ProductFactory stockholders, an acquisition by the Company completed on March
27, 2003.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Under SFAS No. 142, Goodwill and
Other Intangible Assets, goodwill is no longer subject to amortization. Rather, we evaluate goodwill for impairment at least annually or more frequently if events and changes in circumstances suggest that the carrying amount may not be
recoverable.



Intangible Assets



The components of acquired identifiable intangible assets are as follows (in
thousands):



|                       |  |                     |       |                         |   |        |                    |  |                     |       |                         |   |       |                    |   |        |   |  |   |      
|---------------------- |  | ------------------- | ----- | ----------------------- | - | ------ | ------------------ |  | ------------------- | ----- | ----------------------- | - | ----- | ------------------ | - | ------ | - |  | - | -----
|                       |  | July 31, 2004       |       | April 30, 2004         
|                       |  | GrossCarryingAmount |       | AccumulatedAmortization |   |        | Net CarryingAmount |  | GrossCarryingAmount |       | AccumulatedAmortization |   |       | Net CarryingAmount
|Intangible Assets:     |  |                     |       |                         |   |        |                    |  |                     |       |                         |   |       |                    |   |        |   |  |   |      
|Developed technologies |  | $                   | 2,600 |                         | $ | (897   | )                  |  | $                   | 1,703 |                         | $ | 2,600 |                    | $ | (720   | ) |  | $ | 1,880
|Customer relationships |  |                     | 4,482 |                         |   | (1,596 | )                  |  |                     | 2,886 |                         |   | 4,482 |                    |   | (1,239 | ) |  |   | 3,243
|Non-compete agreements |  |                     | 1,200 |                         |   | (1,167 | )                  |  |                     | 32    |                         |   | 1,200 |                    |   | (867   | ) |  |   | 333  
|                       |  |                     |       |                         |   |        |                    |  |                     |       |                         |   |       |                    |   |        |   |  |   |      
|                       |  | $                   | 8,282 |                         | $ | (3,660 | )                  |  | $                   | 4,621 |                         | $ | 8,282 |                    | $ | (2,826 | ) |  | $ | 5,456
|                       |  |                     |       |                         |   |        |                    |  |                     |       |                         |   |       |                    |   |        |   |  |   |      



All of our acquired
identifiable intangible assets are subject to amortization and have approximate original estimated weighted-average useful lives as follows: Developed technologiesfour years; Customer relationshipsthree years; Non-compete
agreementsone year. No significant residual value is estimated for the intangible assets.



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AGILE SOFTWARE CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



As of July 31, 2004, the estimated future amortization
expense of acquired identifiable intangible assets is as follows (in thousands):



Fiscal Years:



|                             |  |   |      
|---------------------------- |  | - | -----
|2005 (remaining nine months) |  | $ | 1,635
|2006                         |  |   | 2,138
|2007                         |  |   | 755  
|2008                         |  |   | 93   
|                             |  |   |      
|Total                        |  | $ | 4,621
|                             |  |   |      



Note 6Restructuring and Other
Charges:



From time to time during Agiles existence,
management has initiated various restructurings of the Companys operating capabilities and capacity. These restructurings have been taken primarily in response to redundant or excess capacity brought about by acquisitions and/or significant
changes in economic conditions and market demand. Based on the economic environment during the first half of fiscal 2003, we initiated a further restructuring of our operations (the 2003 Restructuring). During the second quarter of
fiscal 2003, we recorded restructuring and other charges of $7.8 million related to the 2003 Restructuring, which consisted primarily of the consolidation of excess facilities, abandonment of certain assets in connection with the consolidation of
excess facilities, and a write-down of non-refundable prepaid software licenses. As of July 31, 2004, the amount remaining of the 2003 Restructuring obligations was $2.1 million, which represents costs related to excess facilities.



During the second quarter of fiscal 2004, we recorded total restructuring and
other charges of $9.2 million (the 2004 Restructuring) as follows:



In connection with our move to our new headquarters in San Jose, California, during the second quarter of fiscal 2004, we recorded restructuring and other charges of $7.5 million, which was comprised of (i) $5.5
million related to the fair value of the remainder of our outstanding lease commitments for properties that we vacated in September 2003, net of the fair value of estimated sublease income, and net of deferred rent of $581,000 related to the vacated
properties, and (ii) $2.0 million related to the abandonment of certain long-lived assets, including leasehold improvements, furniture and fixtures, and computer equipment.



In connection with our acquisition of Eigner during the second quarter of fiscal 2004, we recorded additional restructuring
and other charges of $1.7 million. As discussed in Note 4Business Combinations under Eigner, we terminated 33 Agile employees, across all business functions and geographic regions and recorded a restructuring and other
charge of $1.1 million for the related severance, benefits, payroll taxes and other associated costs. We recorded an additional $623,000 of other charges related to the write-down of certain other assets, including a $471,000 impairment of
non-refundable prepaid software license fees for which we determined that the carrying value exceeded its net realizable value as a result of our decision to discontinue selling the products in which the third party licensed software was embedded.
As of July 31, 2004, the amount remaining of the 2004 Restructuring obligations was $3.3 million, which represents costs related to excess facilities.



In the first quarter of fiscal 2005, we announced a further restructuring involving termination of employment of approximately 15% of our worldwide
headcount and consolidation of our Chinese development centers into a single location. We recorded restructuring and other charges of $2.1 million. As of July 31, 2004, the amount remaining of the 2005 Restructuring obligation was $1.2 million,
which primarily represents costs related to severance and excess facilities.



Our restructuring estimates will be reviewed and revised quarterly and may result in an increase to restructuring and other charges.



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AGILE SOFTWARE CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



Summary of Restructuring Obligations



The significant activity within and components of the restructuring and
other charges as of July 31, 2004 are as follows (in thousands):



|                                                           |  |                          |       |   |                        |   |        |                       |  |   |               |   |  |       |     |   |  |   |        |  
|---------------------------------------------------------- |  | ------------------------ | ----- | - | ---------------------- | - | ------ | --------------------- |  | - | ------------- | - |  | ----- | --- | - |  | - | ------ | -
|                                                           |  | EmployeeTerminationCosts |       |   | Facility-Related Costs |   |        | AssetAbandonmentCosts |  |   | Other Charges |   |  | Total |    
|Restructuring obligations at April 30, 2004                |  | $                        |      |   |                        | $ | 6,586  |                       |  | $ |              |   |  | $     |    |   |  | $ | 6,586  |  
|                                                           |  |                          |       |   |                        |   |        |                       |  |   |               |   |  |       |     |   |  |   |        |  
|2005 Restructuring charges (1)                             |  |                          | 1,642 |   |                        |   | 366    |                       |  |   | 10            |   |  |       | 113 |   |  |   | 2,131  |  
|Cash payments                                              |  |                          | (818  | ) |                        |   | (1,164 | )                     |  |   |              |   |  |       | (79 | ) |  |   | (2,061 | )
|Non-cash charges                                           |  |                          |      |   |                        |   |       |                       |  |   | (10           | ) |  |       |    |   |  |   | (10    | )
|                                                           |  |                          |       |   |                        |   |        |                       |  |   |               |   |  |       |     |   |  |   |        |  
|Restructuring obligations at July 31, 2004 (2)             |  | $                        | 824   |   |                        | $ | 5,788  |                       |  | $ |              |   |  | $     | 34  |   |  | $ | 6,646  |  
|                                                           |  |                          |       |   |                        |   |        |                       |  |   |               |   |  |       |     |   |  |   |        |  
|Included in accrued expenses and other current liabilities |  |                          |       |   |                        |   |        |                       |  |   |               |   |  |       |     |   |  | $ | 5,310  |  
|Included in accrued restructuring, non-current             |  |                          |       |   |                        |   |        |                       |  |   |               |   |  |       |     |   |  |   | 1,336  |  
|                                                           |  |                          |       |   |                        |   |        |                       |  |   |               |   |  |       |     |   |  |   |        |  
|                                                           |  |                          |       |   |                        |   |        |                       |  |   |               |   |  |       |     |   |  | $ | 6,646  |  
|                                                           |  |                          |       |   |                        |   |        |                       |  |   |               |   |  |       |     |   |  |   |        |  

---

|(1) | The 2005 restructuring charges and related obligations were recorded at fair value, after giving effect to the fair value of the related obligations, in accordance with SFAS No.
146.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | The remaining employee termination obligations and other charges are expected to be paid through the quarter ended April 30, 2005. The remaining facility-related obligations are
expected to be paid through the quarter ended January 31, 2008.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Note 7Commitments and Contingencies:



Indemnification
obligations



Our software license agreements typically
provide for indemnification of customers for intellectual property infringement claims. To date, no such claims have been filed against us. We also warrant to customers that our software products operate substantially in accordance with
specifications. Historically, minimal costs have been incurred related to product warranties, and as such no accruals for warranty costs have been made. In addition, we are obligated to indemnify our officers and directors under the terms of
indemnity agreements entered into with them, as well as pursuant to our certificate of incorporation, bylaws, and applicable Delaware law. To date, we have not incurred any costs related to these indemnifications.



Litigation



On or around October 25, 2001, a class action lawsuit was filed on behalf of holders of Agile securities in the Southern
District of New York against Agile Software Corporation, Bryan D. Stolle and Thomas P. Shanahan (collectively the Agile Defendants) and others including underwriters Morgan Stanley and Deutsche Bank Securities. The case is now captioned
In re Agile Software, Inc. Initial Public Offering Securities Litigation, 01 CIV 9413 (SAS), related to In re Initial Public Offering Securities Litigation, 21 MC 92 (SAS).



On or about April 19, 2002, plaintiffs electronically served an amended complaint. The amended complaint is brought
purportedly on behalf of all persons who purchased the Companys common stock from August 19, 1999 through December 6, 2000. It names as defendants the Agile Defendants; and several investment banking firms that served as underwriters of the
Companys initial public offering and secondary offering. The complaint alleges



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AGILE SOFTWARE CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



liability under Sections 11 and 15 of the Securities Act of 1933 and
Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, on the grounds that the registration statement for the offerings did not disclose that: (1) the underwriters had agreed to allow certain customers to purchase shares in the offerings
in exchange for excess commissions paid to the underwriters; and (2) the underwriters had arranged for certain customers to purchase additional shares in the aftermarket at predetermined prices. The amended complaint also alleges that false analyst
reports were issued. No specific damages are claimed.



The
Company is aware that similar allegations have been made in other lawsuits filed in the Southern District of New York challenging over 300 other initial public offerings and secondary offerings conducted in 1999 and 2000. Those cases have been
consolidated for pretrial purposes before the Honorable Judge Shira A. Scheindlin. On July 15, 2002, the Agile Defendants (as well as all other issuer defendants) filed a motion to dismiss the complaint. On February 19, 2003, the Court ruled on the
motions to dismiss. The Court denied the motions to dismiss claims under the Securities Act of 1933 in all but 10 of the cases. In the case involving the Company, these claims were dismissed as to the initial public offering, but not the secondary
offering. The Court denied the motion to dismiss the claim under Section 10(a) of the Securities Exchange Act of 1934 against the Company and 184 other issuer defendants, on the basis that the amended complaints in these cases alleged that the
respective issuers had acquired companies or conducted follow-on offerings after the initial public offerings. As a consequence, the Court denied the motion to dismiss the Section 20(a) claims against the individual defendants. The motion to dismiss
the Section 10(a) claims was granted with prejudice as to the individual defendants.



The Company has decided to accept a settlement proposal presented to all issuer defendants. In this settlement, plaintiffs will dismiss and release all claims against the Agile Defendants, in exchange for a contingent
payment by the insurance companies collectively responsible for insuring the issuers in all of the IPO cases, and for the assignment or surrender of control of certain claims the Company may have against the underwriters. The Agile Defendants will
not be required to make any cash payments in the settlement, unless the pro rata amount paid by the insurers in the settlement exceeds the limits of the insurance coverage, a circumstance which the Company does not believe will occur. The
settlement will require approval of the Court, which cannot be assured, after class members are given the opportunity to object to the settlement.



We are also subject to various other claims arising in the ordinary course of business. In our opinion, after consultation with legal counsel, the
ultimate disposition of these matters is not expected to have a material effect on our business, financial condition or results of operations.



Note 8Segment and Geographic Information:



We have one operating segment, enterprise class product lifecycle management solutions. We market our products in the United States and in foreign
countries through our direct sales force and through indirect distribution channels.



The following geographic information is presented for the three-months ended July 31, 2004 and 2003 (in thousands, except percentages):



|              |  |                             |        |                                                            |   |        |  |     |      |  |     |  
|------------- |  | --------------------------- | ------ | ---------------------------------------------------------- | - | ------ |  | --- | ---- |  | --- | -
|              |  | Three Months Ended July 31, |        | As percentage of total revenue Three Months Ended July
31, |  
|              |  | 2004                        |        | 2003                                                       |   | 2004   |  |     | 2003 | 
|Revenues:     |  |                             |        |                                                            |   |        |  |     |      |  |     |  
|North America |  | $                           | 17,298 |                                                            | $ | 13,974 |  | 65  | %    |  | 77  | %
|Europe        |  |                             | 6,981  |                                                            |   | 1,730  |  | 26  |      |  | 9   |  
|Asia-Pacific  |  |                             | 2,202  |                                                            |   | 2,559  |  | 9   |      |  | 14  |  
|              |  |                             |        |                                                            |   |        |  |     |      |  |     |  
|              |  | $                           | 26,481 |                                                            | $ | 18,263 |  | 100 | %    |  | 100 | %
|              |  |                             |        |                                                            |   |        |  |     |      |  |     |  



As of July 31, 2004,
our long-lived assets are primarily located in North America.



15



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##### Table of Contents

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



The information in this discussion contains forward-looking statements (within the meaning of Section 21E of the Securities Exchange Act of 1934, as
amended). Such statements are based upon current expectations that involve risks and uncertainties, and we undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances occurring after
the date of this report. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. For example, words such as may, will, should,
estimates, predicts, potential, continue, strategy, believes, anticipates, plans, expects, intends, and similar expressions are
intended to identify forward-looking statements. Our actual results and the timing of certain events may differ materially from those reflected in the forward-looking statements. Factors that might cause or contribute to such a discrepancy include,
but are not limited to, those discussed below under Risk Factors, as well as in the Risk Factors section included in our Annual Report on Form 10-K, filed on July 14, 2004 with the Securities and Exchange Commission. The
following discussion should be read in conjunction with the condensed consolidated financial statements and notes thereto appearing elsewhere in this report. Our fiscal year ends on April 30 of each year.



Business Overview



We develop and sell an integrated suite of product lifecycle management (PLM) software products and offer
related business consulting and implementation services. Our solutions enable our customers to accelerate their time-to-market and revenue, reduce costs, improve product quality, ensure regulatory compliance and drive innovation throughout the
product lifecycle. Alcatel, Apple Computers, Boeing Service Company, Dell Computer Products, Flextronics International, GE Medical, Haemonetics, Hitachi Corporation, Johnson and Johnson, LeapFrog Enterprises, Lockheed Martin Missile and Fire
Control, Magna Steyr, Siemens A&D, QUALCOMM Corporation and ZF are among the nearly 1200 customers that have licensed Agile PLM solutions.



We believe that understanding the following key developments is helpful to an understanding of our overall business.



Increased Product Breadth



We sold our first PLM product in 1996. At that time, our offering consisted
of a single product. Over time, we have added features and functionality to our existing products as well as new products, both through internal development and acquisition. In January 2004, we began shipping Agile 9, our most comprehensive PLM
product offering to date. Agile 9 provides extensive new features and capabilities, as well as an enterprise technology platform providing customers a broader, deeper PLM solution. Our solution now includes the following products/product suites:
Agile Product Collaboration/ Product Data Management, which manages key product information such as bills of materials, documentation and change orders; Agile Product Portfolio Management, which manages programs and projects; Agile Product Cost
Management, which provides cost information both internally and to and from external partners; Agile Product Service & Improvement, which integrates product quality and regulatory information; Agile Product Governance & Compliance, which
enables organizations to manage product compliance against external standards and regulatory requirements; Agile Product Catalog, which provides a central repository for storing and aggregating technical product information; Agile Requirements
Management, which facilitates product requirements management and planning processes; Agile Configuration Management, which links configuration information to product serial numbers; Agile Maintenance, Repair & Overhaul, which enables
manufacturers to plan and execute maintenance, repair and overhaul activities; and Agile Engineering Collaboration, which manages complex design databases created by design automation (CAD) and document authoring tools.



Expanded Industry Focus



We were initially focused on solutions targeted principally for customers
operating in the electronics and high technology and, to a lesser extent, medical device industries. As we have grown our business and expanded our product suite, we have also expanded our industry focus. While the electronics and high technology
industry still represent the single largest industry for us, we now have significant customers in all of the following industries:



| |  | Electronics and high technology;
| | - | --------------------------------



| |  | Industrial products;
| | - | --------------------



| |  | Life sciences; and
| | - | ------------------



| |  | Others.
| | - | -------



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Improved Geographic Balance



We have made significant strides toward geographically balancing our business.



| |  | Revenues. For the three months ended July 31, 2004, revenues from customers located outside of North America represented 35% of total revenues, which compares to only 23% for
the prior-year period. While we expect this mix to vary from period to period, we expect to continue to see a reasonably balanced geographic distribution of revenues in future periods.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Product Development. In addition to our development activities in San Jose, we established development centers in India and China in fiscal 2003 and, as a result of our
acquisition of Eigner (as discussed below), we now have a development center in Germany.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Acquisitions



Our strategy has been, and continues to be, to expand our business both organically and through acquisitions of complementary products, technologies and companies. We have made the following acquisitions over the past two years:



| |  | oneRev, Inc., acquired in December 2002;
| | - | ----------------------------------------



| |  | ProductFactory, Inc.,acquired in March 2003;
| | - | --------------------------------------------



| |  | Eigner US Inc., acquired in August 2003; and
| | - | --------------------------------------------



| |  | TRADEC, Inc., acquired in September 2003.
| | - | -----------------------------------------



Through the acquisition of ProductFactory, Inc. we acquired what is now our Product Portfolio Management product. Through the acquisition of Eigner we
acquired what is now our Product Catalog, Requirements Management, Configuration Management, Engineering Collaboration and Maintenance, Repair and Overhaul products. Eigner also provided us with a stronger presence in the industrial products
industries as well as in certain geographic markets such as the Central European region. The acquisition of oneRev, Inc. and TRADEC, Inc. provided additional functionality to our existing products as well as new customers. The results of all of
these acquisitions are included in our statements of operations beginning as of the respective acquisition date.



Restructurings



We have taken a number of actions to reduce our expense levels to better align our operations and cost structure with current and anticipated market
conditions, as follows:



| |  | Throughout the first half of fiscal 2003, we evaluated the economic conditions and initiated a restructuring of our operations. During the second quarter of fiscal 2003, we recorded
restructuring and other charges of $7.8 million, primarily related to the consolidation of additional excess facilities, the abandonment of additional property and equipment and the further impairment of certain non-refundable prepaid license fees;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | During the second quarter of fiscal 2004, in connection with our move to our new headquarters in San Jose, California, we recorded restructuring and other charges of $7.5 million,
primarily related to our outstanding lease commitments for properties that we vacated in September 2003 and the abandonment of certain long-lived assets;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | During the second quarter of fiscal 2004, in connection with our acquisition of Eigner, we recorded additional restructuring and other charges of $1.7 million primarily related to a
reduction of our workforce by 33 employees, the elimination of duplicative activities and reduction of the cost structure of the combined company (see Note 6 Restructuring and Other Charges to our unaudited condensed consolidated
financial statements); and
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  | Also during the first quarter of fiscal 2005, we terminated approximately 15% of our worldwide headcount and consolidated our Chinese development centers into a single location. In
connection with these actions, we recorded restructuring and other charges of $2.1 million.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Overview of Our Results



We derive revenues from the license of software products under software license agreements and from the delivery of associated professional and
maintenance services. Our license revenues are comprised of fees charged for the use of our products licensed under perpetual or term-based arrangements. Our service revenue is comprised of fees charged for implementation services and fees charged
for post-contract customer support (i.e., technical support and product updates). Our implementation services are typically provided over a period of three to six months subsequent to the signing of a software license arrangement. Post-contract
customer support is generally purchased at the time of initial license purchase, and renewed annually thereafter. Post-contract customer support revenue is recognized ratably over the support period, generally 12 months.



Throughout fiscal 2004, 2003 and 2002, the primary factor that has negatively
impacted our operations and financial performance has been weak demand for enterprise software resulting from the continuing weakness of the global and U.S. economies. Weak economic conditions persisted through most of fiscal 2004. Beginning in the
fourth quarter of fiscal 2004, we began to see early evidence of strengthening demand for our products, particularly in North America. Signs of strengthening demand in North America continued in the first quarter. Demand outside of North America was
somewhat soft primarily as a result of the general business slowdown in Europe during the summer months. While it is still too early to determine if this slow improvement in demand will continue, we continue to believe that demand has stabilized and
is returning to positive growth later in the fiscal year.



Although our operations and financial performance were directly and adversely impacted by the economic factors described above, we were able to achieve the following results:



| |  | We recorded total revenues for the first quarter of fiscal 2005 of $26.5 million, a 45% increase from total revenues of $18.3 million in the first quarter of fiscal 2004.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | We maintained a cash and investments balance as of July 31, 2004 of $235.7 million.
| | - | -----------------------------------------------------------------------------------



| |  | We completed our integration of Eigner operationally across all functional areas, and several of our customers have begun to implement integrated Agile/Eigner solutions.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | In January 2004, we delivered our most comprehensive product release to-date, Agile 9. This product release provides extensive new features and capabilities, as well as an
enterprise technology platform providing customers a broader, deeper PLM solution.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Critical Accounting Policies



We have prepared our condensed consolidated financial statements in accordance with accounting principals generally accepted in the United States of America. In preparing our financial statements, we make estimates, assumptions and
judgments that can have a significant impact on our reported revenues, loss from operations, and net loss, as well as on the value of certain assets and liabilities on our balance sheet. These estimates, assumptions and judgments about future events
and their effects on our results cannot be determined with certainty, and are made based upon our historical experience and on other assumptions that are believed to be reasonable under the circumstances. These estimates may change as new events
occur or additional information is obtained, and we may periodically be faced with uncertainties, the outcomes of which are not within our control and may not be known for a prolonged period of time. The discussion and analysis of our financial
condition and results of operations are based upon these statements. While there are a number of accounting policies, methods and estimates affecting our financial statements, areas that are particularly significant include revenue recognition,
allowance for doubtful



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##### Table of Contents

accounts and sales returns, investments, prepaid software license fees, restructuring reserves, sales commission, stock
options and warrants, and business combinations and acquired intangible assets, which are described below. In addition, please refer to Note 1 of our unaudited condensed consolidated financial statements for further discussion of our significant
accounting policies.



Additional information about these
critical accounting policies may be found in the Managements Discussion & Analysis of Financial Condition and Results of Operations section included in our Annual Report on Form 10-K for the fiscal year ended April 30, 2004.
There have been no changes to these critical accounting policies subsequent to April 30, 2004.



19



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##### Table of Contents

Results of Operations



The following table sets forth selected unaudited condensed consolidated financial data for the periods indicated, expressed as a percentage of total
revenues.



|                                       |  |                             |    |  |      |   
|-------------------------------------- |  | --------------------------- | -- |  | ---- | --
|                                       |  | Three Months Ended July 31, |   
|                                       |  | 2004                        |    |  | 2003 |   
|Revenues:                              |  |                             |    |  |      |   
|License                                |  | 39                          | %  |  | 40   | % 
|Service                                |  | 61                          |    |  | 60   |   
|                                       |  |                             |    |  |      |   
|Total revenues                         |  | 100                         |    |  | 100  |   
|                                       |  |                             |    |  |      |   
|Cost of revenues:                      |  |                             |    |  |      |   
|License                                |  | 4                           |    |  | 4    |   
|Service                                |  | 28                          |    |  | 26   |   
|Stock compensation                     |  |                            |    |  |     |   
|Amortization of intangible assets      |  | 1                           |    |  |     |   
|                                       |  |                             |    |  |      |   
|Total cost of revenues                 |  | 33                          |    |  | 30   |   
|                                       |  |                             |    |  |      |   
|Gross margin                           |  | 67                          |    |  | 70   |   
|                                       |  |                             |    |  |      |   
|Operating expenses:                    |  |                             |    |  |      |   
|Sales and marketing:                   |  |                             |    |  |      |   
|Other sales and marketing              |  | 38                          |    |  | 44   |   
|Stock compensation                     |  | 1                           |    |  | 3    |   
|Research and development:              |  |                             |    |  |      |   
|Other research and development         |  | 20                          |    |  | 29   |   
|Stock compensation                     |  |                            |    |  | 1    |   
|General and administrative:            |  |                             |    |  |      |   
|Other general and administrative       |  | 10                          |    |  | 10   |   
|Stock compensation                     |  |                            |    |  |     |   
|Amortization of intangible assets      |  | 3                           |    |  |     |   
|Restructuring and other charges        |  | 8                           |    |  |     |   
|                                       |  |                             |    |  |      |   
|Total operating expenses               |  | 80                          |    |  | 87   |   
|                                       |  |                             |    |  |      |   
|Loss from operations                   |  | (13                         | )  |  | (17  | ) 
|Other income:                          |  |                             |    |  |      |   
|Interest and other income, net         |  | 3                           |    |  | 4    |   
|                                       |  |                             |    |  |      |   
|Loss before provision for income taxes |  | (10                         | )  |  | (13  | ) 
|Provision for income taxes             |  | 1                           |    |  | 2    |   
|                                       |  |                             |    |  |      |   
|Net loss                               |  | (11                         | )% |  | (15  | )%
|                                       |  |                             |    |  |      |   



Comparison of the Three Months
Ended July 31, 2004 and 2003



Revenues



Total revenues for the three months ended July 31, 2004 increased by 45%
from the prior-year period. This increase was primarily attributable to increases in both license and service revenue as the result of our acquisition of Eigner as well as the growth from our new products to existing and new customers in North
America.



During the three months ended July 31, 2004, no one
customer accounted for more than 10% of total revenues. During the three months ended July 31, 2003, one customer accounted for 12% of total revenues.



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##### Table of Contents

Our revenues by geographic region for the three months ended July 31, 2004 and 2003 are as follows (in
thousands, except percentages):



|              |  |                             |        |                                                            |   |        |  |     |      |  |     |  
|------------- |  | --------------------------- | ------ | ---------------------------------------------------------- | - | ------ |  | --- | ---- |  | --- | -
|              |  | Three Months Ended July 31, |        | As percentage of total revenue Three Months Ended July
31, |  
|              |  | 2004                        |        | 2003                                                       |   | 2004   |  |     | 2003 | 
|Revenues:     |  |                             |        |                                                            |   |        |  |     |      |  |     |  
|North America |  | $                           | 17,298 |                                                            | $ | 13,974 |  | 65  | %    |  | 77  | %
|Europe        |  |                             | 6,981  |                                                            |   | 1,730  |  | 26  |      |  | 9   |  
|Asia-Pacific  |  |                             | 2,202  |                                                            |   | 2,559  |  | 9   |      |  | 14  |  
|              |  |                             |        |                                                            |   |        |  |     |      |  |     |  
|              |  | $                           | 26,481 |                                                            | $ | 18,263 |  | 100 | %    |  | 100 | %
|              |  |                             |        |                                                            |   |        |  |     |      |  |     |  



During the three
months ended July 31, 2004 and 2003, revenues from customers located outside of North America were approximately 35% and 23% of total revenues, respectively. Revenues from customers located outside of North America during the three months ended July
31, 2004 were derived primarily from sales to customers in Europe and, to a lesser extent, the Asia-Pacific region. Revenues from customers located outside of North America during the three months ended July 31, 2003 were derived primarily from
sales to customers in the Asia-Pacific region and, to a lesser extent, Europe. The increases in sales to customers located outside of North America during the three months ended July 31, 2004 compared to the prior-year period was primarily related
to our acquisition of Eigner, whose customer base was largely located in Europe.



License Revenue



|                                  |  |                                    |        |   |        |   |       |                                 |    |   |  |   |       |  
|--------------------------------- |  | ---------------------------------- | ------ | - | ------ | - | ----- | ------------------------------- | -- | - |  | - | ----- | -
|                                  |  | Three MonthsEnded July 31, 2004    |        |   | Change |   |       | Three MonthsEnded July 31, 2003 |   
|                                  |  |                                    | $      |   | %      |   |      
|                                  |  | (in thousands, except percentages) |       
|License revenue                   |  | $                                  | 10,314 |   |        | $ | 2,930 |                                 | 40 | % |  | $ | 7,384 |  
|As a percentage of total revenues |  |                                    | 39     | % |        |   |       |                                 |    |   |  |   | 40    | %



The increase in
license revenue in absolute dollars during the three-month ended July 31, 2004 when compared to the prior-year period was primarily due to increases in sales of our newer products to new and existing customers, as well as the addition of Eigner
products and customers. The decrease in license revenue as a percentage of total revenues during the three-month period ended July 31, 2004 compared to the same period in the prior year was primarily due to a more significant increase in service
revenue as discussed below.



Service Revenue



|                                  |  |                                    |        |   |        |   |       |                                 |     |   |  |   |        |  
|--------------------------------- |  | ---------------------------------- | ------ | - | ------ | - | ----- | ------------------------------- | --- | - |  | - | ------ | -
|                                  |  | Three Months Ended July 31, 2004   |        |   | Change |   |       | Three MonthsEnded July 31, 2003 |    
|                                  |  |                                    | $      |   | %      |   |      
|                                  |  | (in thousands, except percentages) |       
|Professional service              |  | $                                  | 5,749  |   |        | $ | 3,097 |                                 | 117 | % |  | $ | 2,652  |  
|Maintenance                       |  |                                    | 10,418 |   |        |   | 2,191 |                                 | 27  |   |  |   | 8,227  |  
|                                  |  |                                    |        |   |        |   |       |                                 |     |   |  |   |        |  
|Total service revenue             |  | $                                  | 16,167 |   |        | $ | 5,288 |                                 | 49  | % |  | $ | 10,879 |  
|                                  |  |                                    |        |  
|As a percentage of total revenues |  |                                    | 61     | % |        |   |       |                                 |     |   |  |   | 60     | %



Service revenue
includes fees, and to a lesser extent, reimbursable expenses earned in connection with consulting, software implementation and training services we provide to our customers as well as fees from software maintenance agreements we offer. The increase
in service revenue in absolute dollars and as a percentage of total revenues during the three-months ended July 31, 2004 compared to the prior-year period was primarily due to our acquisition of Eigner, whose revenue mix was weighted more heavily
toward professional service and maintenance, combined with an increase in North American implementation services as we are now selling a broader suite of products. In addition, maintenance revenue increased due to year over year growth of our
installed customer base. We expect that service revenue will increase or decrease as our license revenue increases or decreases.



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##### Table of Contents

Cost of Revenues



Cost of License Revenue



|                                   |  |                                    |       |   |        |   |     |                                 |    |   |  |   |     |  
|---------------------------------- |  | ---------------------------------- | ----- | - | ------ | - | --- | ------------------------------- | -- | - |  | - | --- | -
|                                   |  | Three MonthsEnded July 31, 2004    |       |   | Change |   |     | Three MonthsEnded July 31, 2003 |   
|                                   |  |                                    | $     |   | %      |   |    
|                                   |  | (in thousands, except percentages) |      
|Cost of license revenue            |  | $                                  | 1,077 |   |        | $ | 267 |                                 | 33 | % |  | $ | 810 |  
|As a percentage of license revenue |  |                                    | 10    | % |        |   |     |                                 |    |   |  |   | 11  | %



Our cost of license
revenue includes license fees due to third parties for technology integrated into or sold with our products, and the cost of order fulfillment such as shipping and packaging.



The increase in cost of license revenue in absolute dollars during the three months ended July 31, 2004 when compared to the
prior-year period was primarily due to our overall increase in license revenue. The decrease in cost of license revenue as a percentage of license revenue reflects the fact that Agile 9 relies on less embedded third-party software than did the
earlier version of our products.



For the three months ending
October 31, 2004, we expect cost of license revenue in absolute dollars to track our overall license revenue. For such period, we expect cost of license revenue as a percentage of license revenue to either remain comparable to, or decrease slightly
when compared with our results for the three months ended July 31, 2004. Over the longer term, we expect cost of license revenue as a percentage of license revenue to decrease from our historic levels due to the lower cost of third-party software
embedded in our Agile 9 product. Actual results may fluctuate somewhat depending upon the amount of non-embedded third-party software sold in any particular period.



Cost of Service Revenue



|                                   |  |                                    |       |   |        |   |       |                                 |    |   |  |   |       |  
|---------------------------------- |  | ---------------------------------- | ----- | - | ------ | - | ----- | ------------------------------- | -- | - |  | - | ----- | -
|                                   |  | Three MonthsEnded July 31, 2004    |       |   | Change |   |       | Three MonthsEnded July 31, 2003 |   
|                                   |  |                                    | $     |   | %      |   |      
|                                   |  | (in thousands, except percentages) |      
|Cost of service revenue            |  | $                                  | 7,479 |   |        | $ | 2,720 |                                 | 57 | % |  | $ | 4,759 |  
|As a percentage of service revenue |  |                                    | 46    | % |        |   |       |                                 |    |   |  |   | 44    | %



Our cost of service
revenue includes salaries and related expenses for the implementation, training services, and customer support organizations, costs of third parties contracted to provide implementation services to customers and an allocation of overhead expenses,
including rent, information technology and other overhead expenses. In addition, cost of service revenue includes support and upgrade fees paid to third parties with respect to the third-party software integrated into or sold with our products for
which our customers have purchased support from us.



The
increase in cost of service revenue in absolute dollars during the three months ended July 31, 2004 when compared to the prior-year period was primarily related to: (a) $1.4 million in increased personnel-related costs (including compensation and
benefits, travel expenditures, and facilities and depreciation expense) resulting from an increase in service organization headcount, to a large extent due to the addition of the Eigner workforce; and (b) $1.0 million in incremental costs associated
with third-party service providers we relied on to meet increased demand, particularly in regions where we have limited services resources. The increase in cost of service revenue as a percentage of service revenue during the period was primarily a
result of higher proportion of professional service revenue in the current-year period.



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##### Table of Contents

For the three months ending October 31, 2004, we expect cost of service revenue in absolute dollars to
track with our service revenue and as a percentage of service revenue to be generally consistent with the results achieved in the three months ended July 31, 2004.



Operating Expenses



We classify all charges to operating expense categories based on the nature of the expenditures. Although each category includes expenses that are unique
to the category type, there are common recurring expenditures that are typically included in all operating expense categories, such as salaries, employee benefits, incentive compensation, bonuses, travel costs, communication, rent and other
allocated facilities costs, information technology, and professional fees. Also included in our operating expenses is the amortization of stock compensation, that is included in each of the sales and marketing, research and development, and general
and administrative categories.



As a result of our
restructuring efforts, as discussed further under Restructuring and Other Charges below, we realized significant reduction in our operating expenses during the three months ended July 31, 2004. Specifically, during the three-months ended
July 31, 2004, our aggregate facilities and depreciation expenses decreased $543,000, when compared to the same period in the prior year. Significant portions of these costs savings are reflected in the Sales and Marketing, Research and Development
and General and Administrative operating expenses through decreased facilities and depreciation expenses.



Sales and Marketing



The following table sets forth a summary of our sales and marketing expenses in absolute dollars and expressed as a percentage of total revenues for the three months ended July 31, 2004 and 2003, excluding the stock compensation which is
explained separately under Stock Compensation (Recovery) below.



|                                                  |  |                                    |        |   |        |   |       |                                 |    |   |  |   |       |  
|------------------------------------------------- |  | ---------------------------------- | ------ | - | ------ | - | ----- | ------------------------------- | -- | - |  | - | ----- | -
|                                                  |  | Three MonthsEnded July 31, 2004    |        |   | Change |   |       | Three MonthsEnded July 31, 2003 |   
|                                                  |  |                                    | $      |   | %      |   |      
|                                                  |  | (in thousands, except percentages) |       
|Sales and marketing, excluding stock compensation |  | $                                  | 10,177 |   |        | $ | 2,069 |                                 | 26 | % |  | $ | 8,108 |  
|As a percentage of total revenues                 |  |                                    | 38     | % |        |   |       |                                 |    |   |  |   | 44    | %



In addition to the
common recurring expenditures mentioned above, our sales and marketing expenses include expenditures specific to the sales group, such as sales related commissions and bonuses, and expenditures specific to the marketing group, such as public
relations and advertising, trade shows, marketing collateral and materials, and customer user group meetings, net of fees assessed, if any, for attendance.



The increase in sales and marketing expenses, excluding stock compensation, in absolute dollars during the three-months ended July 31, 2004 when compared
to the prior-year period was primarily related to $2.2 million in increased personnel-related costs. These costs increased primarily as a result of increased commissions associated with higher revenues and, to a lesser extent, an increase in the
number of sales and marketing employees, primarily due to the addition of the Eigner workforce. Related expenses such as traveling and training also increased. These increases in expenses were partially offset by a $134,000 decrease in facilities
and depreciation expenses, as well as reductions in marketing and advertising.



For the three months ending October 31, 2004, we expect sales and marketing expenses, excluding stock compensation, in absolute dollars to increase or decrease in direct proportion to increases or decreases in our
license revenue.



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##### Table of Contents

Research and Development



The following table sets forth a summary of our research and development expenses in absolute dollars and expressed as a
percentage of total revenues for the three months ended July 31, 2004 and 2003, excluding stock compensation which is explained separately under Stock Compensation (Recovery) below.



|                                                       |  |                                    |       |   |        |   |    |                                 |   |   |  |   |       |  
|------------------------------------------------------ |  | ---------------------------------- | ----- | - | ------ | - | -- | ------------------------------- | - | - |  | - | ----- | -
|                                                       |  | Three MonthsEnded July 31, 2004    |       |   | Change |   |    | Three MonthsEnded July 31, 2003 |  
|                                                       |  |                                    | $     |   | %      |   |   
|                                                       |  | (in thousands, except percentages) |      
|Research and development, excluding stock compensation |  | $                                  | 5,315 |   |        | $ | 31 |                                 | 1 | % |  | $ | 5,284 |  
|As a percentage of total revenues                      |  |                                    | 20    | % |        |   |    |                                 |   |   |  |   | 29    | %



In addition to the
common recurring expenditures mentioned above, our research and development expenses consist of costs associated with the development of new products, enhancements of existing products, and quality assurance procedures. These costs consist primarily
of employee salaries, benefits, consulting costs and the cost of software development tools and equipment. To date, all software development costs in research and development have been expensed as incurred.



The increase in research and development expenses, excluding stock
compensation, in absolute dollars during the three months ended July 31, 2004 when compared to the prior-year period was primarily related to (a) $263,000 in increased outside consultant fees related to our new product initiatives and (b) $132,000
in increased compensation and benefits resulting from the additions of the Eigner workforce. These increased expenses were partially offset by the consolidation of our Chinese development centers into a single location and by $231,000 in decreased
facilities and depreciation expenses, as a result of our restructurings discussed above.



For the three months ending October 31, 2004, we expect research and development expenses, excluding stock compensation, in absolute dollars to remain essentially flat compared to our results for the three months
ended July 31, 2004.



General and Administrative



The following table sets forth a summary of our general and administrative
expenses in absolute dollars and expressed as a percentage of total revenues for the three months ended July 31, 2004 and 2003, excluding stock compensation which is explained separately under Stock Compensation (Recovery) below.



|                                                         |  |                                    |       |   |        |   |     |                                 |    |   |  |   |       |  
|-------------------------------------------------------- |  | ---------------------------------- | ----- | - | ------ | - | --- | ------------------------------- | -- | - |  | - | ----- | -
|                                                         |  | Three MonthsEnded July 31, 2004    |       |   | Change |   |     | Three MonthsEnded July 31, 2003 |   
|                                                         |  |                                    | $     |   | %      |   |    
|                                                         |  | (in thousands, except percentages) |      
|General and administrative, excluding stock compensation |  | $                                  | 2,661 |   |        | $ | 901 |                                 | 51 | % |  | $ | 1,760 |  
|As a percentage of total revenues                        |  |                                    | 10    | % |        |   |     |                                 |    |   |  |   | 10    | %



In addition to the
common recurring expenditures mentioned above, our general and administrative expenses consist primarily of compensation and benefits costs for executive, finance, human resources, legal and administrative personnel, bad debt expense, and other
costs associated with being a publicly held company, including SEC and Sarbanes-Oxley compliance and director compensation.



The increase in general and administrative expenses, excluding stock compensation, in absolute dollars during the three months ended July 31, 2004 when
compared to the prior-year period was primarily related to: (a) $510,000 in increased compensation and benefits, resulting from an increase in the number of general and administrative employees, primarily due to the addition of the Eigner workforce;
and (b) $299,000 in increased outside consultant fees primarily related to Sarbanes-Oxley compliance activities.



For the three months ending October 31, 2004, we expect general and administrative expenses, excluding stock compensation, to increase in absolute dollars
and as a percentage of revenue when compared with our results for the three months ended July 31, 2004 primarily due to additional costs related to initiatives undertaken in connection with compliance with the Sarbanes-Oxley Act and new rules
implemented by the Securities and Exchange Commission.



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Stock Compensation



|                                  |  |                                    |     |   |        |   |      |                                 |  |     |    |  |   |     |  
|--------------------------------- |  | ---------------------------------- | --- | - | ------ | - | ---- | ------------------------------- |  | --- | -- |  | - | --- | -
|                                  |  | Three MonthsEnded July 31, 2004    |     |   | Change |   |      | Three MonthsEnded July 31, 2003 | 
|                                  |  |                                    | $   |   |        | % |      |                                
|                                  |  | (in thousands, except percentages) |    
|Stock compensation (recovery):    |  |                                    |     |   |        |   |      |                                 |  |     |    |  |   |     |  
|Cost of revenues                  |  | $                                  | 90  |   |        | $ | 90   |                                 |  | 100 | %  |  | $ |    |  
|Sales and marketing               |  |                                    | 159 |   |        |   | (381 | )                               |  | (71 | )  |  |   | 540 |  
|Research and development          |  |                                    | 15  |   |        |   | (41  | )                               |  | (73 | )  |  |   | 56  |  
|General and administrative        |  |                                    | 72  |   |        |   | 38   |                                 |  | 112 |    |  |   | 34  |  
|                                  |  |                                    |     |   |        |   |      |                                 |  |     |    |  |   |     |  
|Total stock compensation          |  | $                                  | 336 |   |        | $ | (294 | )                               |  | (47 | )% |  | $ | 630 |  
|As a percentage of total revenues |  |                                    | 1   | % |        |   |      |                                 |  |     |    |  |   | 4   | %



Stock compensation
expenses include the amortization of unearned employee stock compensation, stock compensation as a result of modifications to the terms of certain stock option grants, and options issued to non-employees, offset by recoveries associated with the
impact of the reversal of accelerated amortization on unvested options cancelled in connection with employee terminations. The fair value of stock options granted to non-employees is recognized as an expense as the underlying stock options vest. We
are required to remeasure the fair value of these options at each reporting period prior to vesting and then finally at the vesting dates of these options. As a result, the stock compensation for non-employees fluctuates with the movement in the
fair value of our common stock.



The decrease in stock
compensation expense in absolute dollars during the three months ended July 31, 2004 when compared to the prior-year period was primarily related to: (a) $150,000 in decreased employee-related stock compensation, primarily due to lower amortization
amounts in later periods as a result of using the accelerated method of amortization; and (b) $195,000 in decreased stock compensation recognized on stock options granted to non-employees in prior periods, as the fair value for the unvested portion
of these stock options has decreased and lower amortization amounts in later periods as a result of using the accelerated method of amortization. These amounts were partially offset by a decrease of $51,000 in recoveries recognized from the reversal
of accelerated amortization on options cancelled in connection with employee terminations.



As of July 31, 2004, the estimated future amortization expense of unearned stock compensation is as follows (in thousands):



|                             |  |   |    
|---------------------------- |  | - | ---
|Fiscal Year                  |  |  
|2005 (remaining nine months) |  | $ | 473
|2006                         |  |   | 226
|2007                         |  |   | 58 
|2008                         |  |   | 10 
|2009                         |  |   | 3  
|                             |  |   |    
|                             |  | $ | 770
|                             |  |   |    



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Amortization of Intangible Assets



|                                                     |  |                                    |     |   |        |   |     |                                 |     |   |  |   |  
|---------------------------------------------------- |  | ---------------------------------- | --- | - | ------ | - | --- | ------------------------------- | --- | - |  | - | -
|                                                     |  | Three MonthsEnded July 31, 2004    |     |   | Change |   |     | Three MonthsEnded July 31, 2003
|                                                     |  |                                    | $   |   | %      |   |    
|                                                     |  | (in thousands, except percentages)
|Amortization of goodwill and other intangible assets |  | $                                  | 834 |   |        | $ | 834 |                                 | 100 | % |  | $ | 
|As a percentage of total revenues                    |  |                                    | 4   | % |        |   |     |                                 |     |   |  |   | 



During fiscal 2004 we
made selective acquisitions of assets and businesses, including certain intangible assets. Intangible assets consist of developed technologies, customer relationships, and non-compete agreements acquired as part of our acquisitions described above.
Intangible assets are subject to amortization and have original estimated weighted-average useful lives ranging from one to four years. No significant residual value is estimated for the intangible assets.



The components of acquired identifiable intangible assets are as follows (in
thousands):



|                       |  |                     |       |                         |   |        |                    |  |                     |       |                         |   |       |                    |   |        |   |  |   |      
|---------------------- |  | ------------------- | ----- | ----------------------- | - | ------ | ------------------ |  | ------------------- | ----- | ----------------------- | - | ----- | ------------------ | - | ------ | - |  | - | -----
|                       |  | July 31, 2004       |       | April 30, 2004         
|                       |  | GrossCarryingAmount |       | AccumulatedAmortization |   |        | Net CarryingAmount |  | GrossCarryingAmount |       | AccumulatedAmortization |   |       | Net CarryingAmount
|Intangible Assets:     |  |                     |       |                         |   |        |                    |  |                     |       |                         |   |       |                    |   |        |   |  |   |      
|Developed technologies |  | $                   | 2,600 |                         | $ | (897   | )                  |  | $                   | 1,703 |                         | $ | 2,600 |                    | $ | (720   | ) |  | $ | 1,880
|Customer relationships |  |                     | 4,482 |                         |   | (1,596 | )                  |  |                     | 2,886 |                         |   | 4,482 |                    |   | (1,239 | ) |  |   | 3,243
|Non-compete agreements |  |                     | 1,200 |                         |   | (1,167 | )                  |  |                     | 32    |                         |   | 1,200 |                    |   | (867   | ) |  |   | 333  
|                       |  |                     |       |                         |   |        |                    |  |                     |       |                         |   |       |                    |   |        |   |  |   |      
|                       |  | $                   | 8,282 |                         | $ | (3,660 | )                  |  | $                   | 4,621 |                         | $ | 8,282 |                    | $ | (2,826 | ) |  | $ | 5,456
|                       |  |                     |       |                         |   |        |                    |  |                     |       |                         |   |       |                    |   |        |   |  |   |      



As of July 31, 2004,
the estimated future amortization expense of acquired intangible assets is as follows (in thousands):



|                             |  |   |      
|---------------------------- |  | - | -----
|Fiscal Years:                |  |  
|2005 (remaining nine months) |  | $ | 1,635
|2006                         |  |   | 2,138
|2007                         |  |   | 755  
|2008                         |  |   | 93   
|                             |  |   |      
|Total                        |  | $ | 4,621
|                             |  |   |      



We may continue
purchasing assets or businesses to accelerate industry or geographic expansion, or increase the features and functions of our products available to our customers. These purchase transactions may result in the creation of additional intangible assets
that leads to a corresponding increase in our amortization expense in future periods. In addition, in connection with preparing financial statements for each reporting period, we analyze whether our intangible assets have been impaired and should be
written down or off. Our future operating performance could be impacted by the future amortization and/or impairment of intangible assets.



Restructuring and Other Charges



|                                  |  |                                    |       |   |        |   |       |                                 |     |   |  |   |  
|--------------------------------- |  | ---------------------------------- | ----- | - | ------ | - | ----- | ------------------------------- | --- | - |  | - | -
|                                  |  | Three MonthsEnded July 31, 2004    |       |   | Change |   |       | Three MonthsEnded July 31, 2003
|                                  |  |                                    | $     |   | %      |   |      
|                                  |  | (in thousands, except percentages)
|Restructuring and other charges   |  | $                                  | 2,132 |   |        | $ | 2,132 |                                 | 100 | % |  | $ | 
|As a percentage of total revenues |  |                                    | 8     | % |        |   |       |                                 |     |   |  |   | 



From time to time
during Agiles existence, management has initiated various restructurings of the Companys operating capabilities and capacity. These restructurings have been taken primarily in response to redundant or excess capacity brought about by
acquisitions and/or significant changes in economic conditions and market demand. Based on the economic environment during the first half of fiscal 2003, we initiated a further restructuring of our operations (the 2003 Restructuring).
During the second quarter of fiscal 2003, we recorded restructuring and other charges of $7.8 million related to the 2003 Restructuring, which consisted primarily of the consolidation of



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excess facilities, abandonment of certain assets in connection with the consolidation of excess facilities, and a
write-down of non-refundable prepaid software licenses. As of July 31, 2004, the amount remaining of the 2003 Restructuring obligations was $2.1 million, which represents costs related to excess facilities.



During the second quarter of fiscal 2004, we recorded total restructuring and
other charges of $9.2 million (the 2004 Restructuring) as follows:



In connection with our move to our new headquarters in San Jose, California, during the second quarter of fiscal 2004, we recorded restructuring and other charges of $7.5 million, which was comprised of (i) $5.5
million related to the fair value of the remainder of our outstanding lease commitments for properties that we vacated in September 2003, net of the fair value of estimated sublease income, and net of deferred rent of $581,000 related to the vacated
properties, and (ii) $2.0 million related to the abandonment of certain long-lived assets, including leasehold improvements, furniture and fixtures, and computer equipment.



In connection with our acquisition of Eigner during the second quarter of fiscal 2004, we recorded additional restructuring
and other charges of $1.7 million. As discussed further in Note 4Business Combinations of the notes to our unaudited condensed consolidated financial statements under Eigner, we terminated 33 Agile employees, across all
business functions and geographic regions and recorded a restructuring and other charge of $1.1 million for the related severance, benefits, payroll taxes and other associated costs. We recorded an additional $623,000 of other charges related to the
write-down of certain other assets, including a $471,000 impairment of non-refundable prepaid software license fees for which we determined that the carrying value exceeded its net realizable value as a result of our decision to discontinue selling
the products in which the third party licensed software was embedded. As of July 31, 2004, the amount remaining of the 2004 Restructuring obligations was $3.3 million, which represents costs related to excess facilities.



In the first quarter of fiscal 2005, we announced a restructuring program as
part of our cost-containment program (the 2005 Restructuring). The program involved terminating the employment of approximately 15% of our worldwide headcount and consolidating our Chinese development centers into a single location. We
recorded restructuring and other charges of $2.1 million. As of July 31, 2004, the amount remaining of the 2005 Restructuring obligation was $1.2 million, which primarily represents costs related to severance and excess facilities.



Our restructuring estimates will be reviewed and revised quarterly and may
result in an increase to restructuring and other charges.



Summary of
Restructuring Obligations



The significant activity within
and components of the restructuring and other charges as of and for the three months ended July 31, 2004 are as follows (in thousands):



|                                                           |  |                          |       |   |                        |   |        |                       |  |   |               |   |  |       |     |   |  |   |        |  
|---------------------------------------------------------- |  | ------------------------ | ----- | - | ---------------------- | - | ------ | --------------------- |  | - | ------------- | - |  | ----- | --- | - |  | - | ------ | -
|                                                           |  | EmployeeTerminationCosts |       |   | Facility-Related Costs |   |        | AssetAbandonmentCosts |  |   | Other Charges |   |  | Total |    
|Restructuring obligations at April 30, 2004                |  | $                        |      |   |                        | $ | 6,586  |                       |  | $ |              |   |  | $     |    |   |  | $ | 6,586  |  
|                                                           |  |                          |       |   |                        |   |        |                       |  |   |               |   |  |       |     |   |  |   |        |  
|2005 Restructuring charges (1)                             |  |                          | 1,642 |   |                        |   | 366    |                       |  |   | 10            |   |  |       | 113 |   |  |   | 2,131  |  
|Cash payments                                              |  |                          | (818  | ) |                        |   | (1,164 | )                     |  |   |              |   |  |       | (79 | ) |  |   | (2,061 | )
|Non-cash charges                                           |  |                          |      |   |                        |   |       |                       |  |   | (10           | ) |  |       |    |   |  |   | (10    | )
|                                                           |  |                          |       |   |                        |   |        |                       |  |   |               |   |  |       |     |   |  |   |        |  
|Restructuring obligations at July 31, 2004 (2)             |  | $                        | 824   |   |                        | $ | 5,788  |                       |  | $ |              |   |  | $     | 34  |   |  | $ | 6,646  |  
|                                                           |  |                          |       |   |                        |   |        |                       |  |   |               |   |  |       |     |   |  |   |        |  
|Included in accrued expenses and other current liabilities |  |                          |       |   |                        |   |        |                       |  |   |               |   |  |       |     |   |  | $ | 5,310  |  
|Included in accrued restructuring, non-current             |  |                          |       |   |                        |   |        |                       |  |   |               |   |  |       |     |   |  |   | 1,336  |  
|                                                           |  |                          |       |   |                        |   |        |                       |  |   |               |   |  |       |     |   |  |   |        |  
|                                                           |  |                          |       |   |                        |   |        |                       |  |   |               |   |  |       |     |   |  | $ | 6,646  |  
|                                                           |  |                          |       |   |                        |   |        |                       |  |   |               |   |  |       |     |   |  |   |        |  

---

|(1) | The 2005 Restructuring charges and related obligations were recorded at fair value, after giving effect to the fair value of the related obligations, in accordance with SFAS No.
146.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | The remaining employee termination obligations and other charges are expected to be paid through the quarter ended April 30, 2005. The remaining facility-related obligations are
expected to be paid through the quarter ended January 31, 2008.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Interest and Other Income (Expense), Net



|                                  |  |                                    |     |   |        |   |     |                                 |  |    |    |  |   |     |  
|--------------------------------- |  | ---------------------------------- | --- | - | ------ | - | --- | ------------------------------- |  | -- | -- |  | - | --- | -
|                                  |  | Three MonthsEnded July 31, 2004    |     |   | Change |   |     | Three MonthsEnded July 31, 2003 | 
|                                  |  |                                    | $   |   |        | % |     |                                
|                                  |  | (in thousands, except percentages) |    
|Interest and other income, net    |  | $                                  | 800 |   |        | $ | (30 | )                               |  | (4 | )% |  | $ | 830 |  
|As a percentage of total revenues |  |                                    | 3   | % |        |   |     |                                 |  |    |    |  |   | 4   | %



Interest and other
income, net consists of interest earned on cash, cash equivalents, and investments as well as foreign exchange transaction gains and losses and other miscellaneous non-operating transactions.



The decrease in interest and other income, net during the three months ended
July 31, 2004 compared to the prior-year period was due to lower average cash and investment balances during the period. See Liquidity and Capital Resources below.



Provision for Income Taxes



|                                  |  |                                    |     |   |        |   |      |                                 |  |     |    |  |   |     |  
|--------------------------------- |  | ---------------------------------- | --- | - | ------ | - | ---- | ------------------------------- |  | --- | -- |  | - | --- | -
|                                  |  | Three MonthsEnded July 31, 2004    |     |   | Change |   |      | Three MonthsEnded July 31, 2003 | 
|                                  |  |                                    | $   |   |        | % |      |                                
|                                  |  | (in thousands, except percentages) |    
|Provision for income taxes        |  | $                                  | 273 |   |        | $ | (144 | )                               |  | (35 | )% |  | $ | 417 |  
|As a percentage of total revenues |  |                                    | 1   | % |        |   |      |                                 |  |     |    |  |   | 2   | %



Our provision for
income taxes primarily reflects taxes associated with our international operations, since we incurred net losses in all periods presented. The decrease in the provision for income taxes in absolute dollars during the three months ended July 31, 2004
when compared to the prior-year period was related to a decrease in foreign withholding taxes. Other than the provision for foreign taxes, and to a lesser extent, provision for state income taxes, no provision for income taxes has been recorded
since our inception because we have incurred net losses in all periods. We have recorded a valuation allowance for the full amount of our net deferred tax assets, including our net operating loss carryforwards and tax credits, as sufficient
uncertainty exists regarding our ability to realize the deferred tax asset balance.



Liquidity and Capital Resources



Overview



Our principal source of liquidity consists of cash,
cash equivalents and investments, as follows (in thousands):



|                                     |  |                |         |      |   |        
|------------------------------------ |  | -------------- | ------- | ---- | - | -------
|                                     |  | As of July 31,
|                                     |  | 2004           |         | 2003
|Cash and cash equivalents            |  | $              | 119,972 |      | $ | 113,069
|Short-term and long-term investments |  |                | 115,772 |      |   | 125,152
|                                     |  |                |         |      |   |        
|                                     |  | $              | 235,744 |      | $ | 238,221
|                                     |  |                |         |      |   |        



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Our cash, cash equivalents, and investments are placed with high credit quality financial institutions,
commercial companies and government agencies in order to limit the amount of credit exposure. As of July 31, 2004, our working capital was $154.4 million and our days sales outstanding (DSO) was 73 days.



Cash Flows



In summary, our cash flows were as follows (in thousands):



|                                                    |  |                             |        |   |      |   |       
|--------------------------------------------------- |  | --------------------------- | ------ | - | ---- | - | ------
|                                                    |  | Three Months Ended July 31,
|                                                    |  | 2004                        |        |   | 2003
|Net cash provided by (used in) operating activities |  | $                           | (2,017 | ) |      | $ | 755   
|Net cash provided by investing activities           |  |                             | 7,958  |   |      |   | 13,966
|Net cash provided by financing activities           |  |                             | 636    |   |      |   | 2,380 



Cash used in operating
activities during the three months ended July 31, 2004 was primarily due to our net loss for the period of $3.0 million, adjusted for non-cash items of $2.6 million, and a net decrease of approximately $1.6 million in working capital. Non-cash items
include a provision for doubtful accounts, depreciation and amortization, stock compensation, and the non-cash portion of restructuring and other charges. The net decrease in working capital primarily consisted of increases in accounts receivable
(as a result of increased revenues) and payment of accrued restructuring costs and purchase commitments. These items were partially offset by charges incurred as a result of the 2005 Restructuring and increases in accounts payable (primarily related
to timing of payment). Cash provided by operating activities during the three months ended July 31, 2003 was primarily due to our non-cash items of $2.2 million, and a net increase of approximately $1.2 million in working capital, offset by our net
loss for the period of $2.7 million. The net increase in working capital primarily consisted of decreases in other assets and accounts receivable (as a result of improved cash collections) and increases in deferred revenue and accounts payable.



Cash provided by investing activities during the three months
ended July 31, 2004 consisted of $9.0 million of net maturities of short-term and long-term investments, partially offset by $812,000 of purchases of property and equipment and $266,000 of cash paid in earn-out payments to the stockholders of
ProductFactory. Cash provided by investing activities during the three months ended July 31, 2003 consisted of $17.2 million of net maturities of short-term investments, offset by $2.6 million of purchases of property and equipment, primarily
computer hardware and software and furniture and fixtures, and $670,000 of net cash paid in business combinations.



Cash provided by financing activities in the three months ended July 31, 2004 and 2003 was primarily due to the issuance of common stock associated with
the exercise of stock options and our employee stock purchase plan totaling $632,000 and $2.4 million, respectively.



We anticipate that our operating expenses, particularly sales and marketing and research and development expenses, will constitute a material use of our
cash resources over the next quarter, partially offset by anticipated collections of accounts receivable. In addition, we may utilize cash resources to fund acquisitions of or investments in complimentary businesses, technologies or product lines.
We believe that our existing cash, cash equivalents and investments, together with our anticipated cash flows from operations will be sufficient to meet our working capital and operating resource expenditure requirements for at least the next twelve
months.



Recent Accounting Pronouncements



In March 2004, the FASB issued a proposed Statement, Share-Based
Payment, an amendment of FASB Statements Nos. 123 and 95, that addresses the accounting for share-based payment transactions in which a Company receives employee services in exchange for either equity instruments of the Company or liabilities
that are based on the fair value of the Companys equity instruments or that may be settled by the issuance of such equity instruments. The proposed statement would eliminate the ability to account for share-based compensation transactions
using the intrinsic method currently used by the Company and generally would require that such transactions be accounted for using a fair-value-based method and recognized as expense in the Companys consolidated statement of operations. The
recommended effective date of the proposed standard is currently for



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fiscal years beginning after December 15, 2004. Should this proposed statement be finalized in its current form, it will
have a significant impact on the Companys consolidated statement of operations, as the Company will be required to expense the fair value of its stock option grants and stock purchases under the Companys employee stock purchase plan.



In March 2004, the Emerging Issues Task Force
(EITF) reached a consensus on recognition and measurement guidance previously discussed under EITF Issue No. 03-01, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments (EITF
03-01). The consensus clarifies the meaning of other-than-temporary impairment and its application to investments in debt and equity securities, in particular investments within the scope of FASB Statement No. 115, Accounting for Certain
Investments in Debt and Equity Securities, and investments accounted for under the cost method. This consensus is to be applied to other-than-temporary impairment evaluations in reporting periods beginning after June 15, 2004. The Company does
not believe that this consensus will have a material impact on its consolidated results of operations.



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RISK FACTORS



If any of the events described in the following risk factors occur, our business, financial condition and/or results of
operations would likely suffer. In that event, the trading price of our common stock could decline. Any forward-looking statements set forth in this Report should be considered in light of the factors discussed below.



Defects in Our Software Products, Including the Newly Released Agile 9 Product Suite,
Could Diminish Demand For Our Products



Our software
products are complex and may contain errors that may be detected at any point in the life of the product. This risk is more significant as it relates to new products, where there is limited experience with the product in customer environments. We
cannot be sure that, despite testing by us, our implementation partners and our current and potential customers, errors will not be found in new products or releases after shipment.



We recently began shipping, and customers have recently begun implementing, Agile 9. In the course of customer
implementation activities with which we have been involved to date, we have encountered what we believe to be ordinary errors of the type generally associated with a new release of major software programs. There can be no assurance that material
errors will not come to light as implementation activities continue and expand. Software errors, if significant, or market perception that our software is not fully ready for production usewhether accurate or notcould result in (i) lost
or delayed revenue and market acceptance, (ii) injury to our reputation, (iii) increased service and warranty costs, including the potential need to provide services at reduced fees or no charge at all in order to address customer concerns, and (iv)
claims or litigation for breach of contract or warranty. Any of these adverse consequences, either alone or in conjunction with others, could have a material negative impact on our business and results of operations.



We May Experience Difficulties in Introducing New Products and Upgrades Which Could
Result in Lost or Delayed Sales



In addition to Agile
9, our future financial performance also depends on our successful and timely development, introduction and market acceptance of other new and enhanced products, including products that we may introduce using technology that we acquire from other
companies. The lifecycles of our products are difficult to predict because the market for our products is characterized by rapid technological change, changing customer needs and evolving industry standards.



Although our software products can be used with a variety of popular industry
standard relational database management system platforms, there may be future or existing platforms that achieve popularity in the marketplace that may not be architecturally compatible with our software product design. It may be necessary for us to
invest significant resources to adapt our software if new or different platforms or operating environments become widely adopted in our current and prospective customer base.



If we are unable to offer new and enhanced products as the market and technology evolve we may find it difficult to sell
products to existing and prospective customers. Moreover, customers may delay purchasing decisions if they are aware that new or enhanced products are soon to be released. If we experience difficulties or delays in releasing new and enhanced
products that customers are expecting, we may experience lost or delayed sales. Delays in releasing new and enhanced products could have a material negative impact on our results of operations, particularly in the periods when the new or enhanced
products were expected to become available.



Our Quarterly Operating
Results Fluctuate and Are Difficult to Predict. The Timing of Large Orders is More Unpredictable. Our Expenses are Relatively Fixed in the Short Term. Unpredicted Revenue Shortfalls Could Disproportionately and Adversely Affect Operating Results. If
Our Future Results Are Below the Expectations of Public Market Analysts or Investors, the Price of Our Common Stock May Decline Significantly



Our quarterly operating results have varied significantly in the past and are likely to vary significantly in the future. Our products have an
unpredictable and generally lengthy sales cycle. The timing of large orders, which continue to account for a significant percentage of our total license revenues, remains unpredictable as a result of the overall economic conditions and cautious
capital spending by businesses. If any large order anticipated for a particular quarter is not



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realized in that quarter, we may experience an unplanned shortfall in revenues. In contrast, our expense levels are
relatively fixed in the near term and are based in part on expectations of future revenues. As a result, a revenue shortfall from estimated levels can cause a disproportionately adverse impact on our operating results for the quarter in which the
revenue shortfall occurs.



Due to these and other factors, we
believe that period-to-period comparisons of our results of operations may not be meaningful and, therefore, should not be relied upon as indicators of our future performance. It is possible that in some future periods our results of operations may
be below the expectations of public market analysts and investors. If this were to occur, the price of our common stock would likely decline significantly.



We Have Recently Made Several Acquisitions and Expect to Make Additional Acquisitions in the Future. If We Fail to Successfully Integrate the Acquired Companies, We
May Not Achieve the Anticipated Benefits of the Acquisitions. If We Fail to Identify and Successfully Acquire Additional Products, Technologies and Companies, Our Long-Term Competitive Position May Be Adversely Affected.



During fiscal 2003, we acquired oneREV, Inc. and ProductFactory, Inc., and
during fiscal 2004, we acquired Eigner US Inc. and TRADEC, Inc. While each of these acquisitions has resulted in benefits to us as a combined company, achieving the full benefits of each of theseand any futureacquisitions depends on many
factors, including the successful and timely integration of the products, technologies and operations of the acquired companies. These integration efforts are difficult and time consuming, especially considering the highly technical and complex
nature of each companys products. We may encounter risks to our business during our integration of acquired products, technologies or companies including:



| |  | Difficulties in integration of acquired personnel, operations, technologies or products;
| | - | ----------------------------------------------------------------------------------------



| |  | Unanticipated costs associated with acquisitions. For example, in fiscal 2001 we recorded a $55.2 million impairment charge relating to goodwill and other intangible assets as a
result of our decision in February 2001 to discontinue the further development of the products acquired in our acquisition of Digital Market, Inc. (DMI) in fiscal 2000;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Diversion of managements attention from other business concerns;
| | - | -----------------------------------------------------------------



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



| |  | Inability to retain key employees of acquired companies.
| | - | --------------------------------------------------------



If we are unable to successfully and timely integrate acquired businesses, products or technologies, or to train, retain and motivate personnel from
acquired companies, we may not receive the intended benefits of acquisitions.



Going forward, we believe that acquiring additional products, technologies and/or companies will be important to remaining competitive in the PLM marketplace. There can be no assurance that we will be able to identify
complementary acquisition targets or that, once identified, we will be able to reach agreement on the terms of acquisition or complete the acquisitions. Acquisitions could cause us to issue dilutive equity securities, incur debt or contingent
liabilities, amortize goodwill and other intangibles, write off in-process research and development and other acquisition-related expenses, any of which could adversely affect our financial condition and operating results.



We Have Many New Sales Representatives Who May Take Time to Reach Productivity which
could Result in Lost or Delayed Sales



We sell our
products primarily through our direct sales force. Late in fiscal 2003 we began to reorganize our sales organizations, starting first with North America and then internationally. As a result of these changes, many of our account executives are
relatively new to Agile and we need to attract and retain additional qualified sales people, particularly internationally. It generally takes three to six months for a new account executive to become productive and could take nine to twelve months
to become fully productive. Changes in account executives can also result in the need to reestablish relationships with existing customers. This can result in dissatisfaction, and lost or delayed sales as customers become accustomed to their new
account executives. In



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addition, a significant number of Eigner sales personnel joined Agile as a result of the Eigner acquisition. Training
these individuals on the Agile products and the Agile sales personnel on the products acquired with Eigner is a substantial undertaking and is still ongoing. The ability of our entire sales force to effectively sell our full suite of products will
be critical to our growth. If the new members of our sales team are unable to quickly become fully productive, if we cannot attract additional qualified sales people, or if we cannot successfully cross-train our expanded sales force in our full
suite of products, it may be difficult for us to sell our products, we may lose sales opportunities and market share, take longer to close anticipated sales, and experience a shortfall in revenues.



If We Do Not Achieve A High Level of Customer Satisfaction, Our Customers May Not
Purchase Additional Products From Us



The size of a
new customers initial order is often relatively small and may include a limited number of user licenses. In subsequent orders, customers typically add user licenses or additional products. We depend, to a significant extent, on sales of
additional user licenses and products to our existing customers to grow our revenues. Therefore, it is important that our customers are satisfied with their initial product implementations and that they believe that expanded use of the product they
purchased will provide them with additional benefits.



Our
products integrate with many disparate systems operated by our customers. As a result, although we do not typically perform special or custom coding or connections to other systems, data migrations and integration with our customers systems
require integration with the existing computer systems and software programs used by our customers. If this integration proves to be complex, time consuming or expensive, or causes delays in the deployment of our products, customers may become
dissatisfied with our products and may not place orders for additional licenses or products.



In addition, we believe that our software must be able to accommodate substantial numbers of users to achieve the level of customer satisfaction that we believe is critical to our success. If our customers cannot
successfully implement large-scale deployments, or if they determine that our products cannot accommodate large-scale deployments, we could experience customer dissatisfaction and find it more difficult to obtain new customers or to sell additional
products to our existing customers.



Failure to maintain
customer satisfaction for any reason could mean that follow-on orders would be delayed or may not occur at all, either of which would have a materially adverse effect on our results of operations.



Competition Among Providers of Product Lifecycle Management Software May Increase,
Which Could Cause Us to Reduce Prices, and Result in Reduced Gross Margins or Loss of Market Share



We believe that the market for product lifecycle management solutions is becoming increasingly competitive due to a number of factors, including: (i)
entry of new competitors; (ii) alliances among existing competitors; (iii) alliances between our competitors and systems integrators; and (iv) consolidation in the product lifecycle management software industry. In addition, as a result of the
increasing availability of offshore software development resources efforts, we have begun to face additional competition from customers and prospective customers custom development efforts.



We have recently experienced some pricing pressure on sales of our products,
where competitors have offered sales of licenses at much lower cost in exchange for customer purchases of maintenance or other services from the competitor. In some situations, we believe, competitors may have offered initial sales of licenses at no
cost in order to establish a relationship with the customer. We expect that these pressures will continue, particularly with the constraint in the capital budgets for purchases of enterprise software that our customers are operating under. In order
to remain competitive, and retain or expand our market share, and to expand into new industries, we may have to meet some of these demands for lower prices on our license fees, and offer initial licenses at low, or even no cost, to the customer.



There is a risk that, even as the economy improves overall,
businesses may not increase their information technology spending commensurate with their business growth. Moreover, even in an environment of increasing information technology spending, we (and other PLM vendors) are not only competing for PLM
opportunities but also competing against vendors of unrelated products and services who are competing for the limited information



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technology funding being made available by current and prospective customers. There can be no assurance that PLM in
general or Agile in particular will compete favorably against other potential uses of information technology spending.



We may not be able to maintain our competitive position against current and potential competition, particularly competitors that have longer operating
histories and significantly greater financial, technical, marketing, sales and other resources than we do and therefore may be able to respond more quickly than us to new or changing opportunities, technologies and customer requirements. Also, many
current and potential competitors have greater name recognition and more extensive customer bases that could be leveraged to gain market share to our detriment. These competitors may be able to undertake more extensive promotional activities, adopt
more aggressive pricing policies, and offer more attractive terms to purchasers than we can. In addition, current and potential competitors have established or may establish cooperative relationships among themselves or with third parties to enhance
their products.



These and other competitive factors could
result in price reductions, reduced revenues and gross margins and lost market share and an inability to expand into new markets and industries, any one of which could materially and adversely affect our results of operations.



We Have Significantly Expanded Our International Operations. This Exposes Us to Risks
Inherent in International Business Activities.



In May
2002, we began establishing research and development operations in India and China and in August 2003, through our acquisition of Eigner, we began significant operations in Germany. We also have sales offices located in many additional locations. In
addition to the increase in our international operations, we also are beginning to derive an increasing portion of our revenues from customers located outside of the United States. For example, during the three months ended July 31, 2004, revenues
from customers located outside of North America were approximately 35% of total revenues. In contrast, revenues from customers outside of the North America during the prior-year period represented only 23% of total revenues. We expect both our
operations and revenues from outside of North America to continue to represent an increasing portion of our overall operations and revenues, respectively.



Our recent and expected international expansion subjects us to a number of risks associated with conducting operations internationally, including:



| |  | Difficulties in managing geographically disparate operations;
| | - | -------------------------------------------------------------



| |  | Longer sales cycles associated with educating foreign customers on the benefits of using our products;
| | - | ------------------------------------------------------------------------------------------------------



| |  | Greater difficulty and longer time in collecting accounts receivable from customers located abroad;
| | - | ---------------------------------------------------------------------------------------------------



| |  | Difficulty in providing customer support for our software in multiple time zones;
| | - | ---------------------------------------------------------------------------------



| |  | The need to develop our software in multiple foreign languages;
| | - | ---------------------------------------------------------------



| |  | Difficulties in enforcing agreements through non-U.S. legal systems;
| | - | --------------------------------------------------------------------



| |  | Unexpected changes in regulatory requirements that may limit our ability to export our software or sell into particular jurisdictions or impose multiple conflicting tax laws and
regulations;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Political and economic instability, civil unrest or war;
| | - | --------------------------------------------------------



| |  | Terrorist activities that impact international commerce;
| | - | --------------------------------------------------------



| |  | Difficulties in protecting our intellectual property rights, particularly in countries where the laws and practices do not protect proprietary rights to as great an extent as do the
laws and practices of the United States;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  | Changing laws and policies affecting economic liberalization, foreign investment, currency convertibility or exchange rates, taxation or employment; and
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Nationalization of foreign owned assets, including intellectual property.
| | - | -------------------------------------------------------------------------



In addition, prior to the acquisition of Eigner, most of our revenues have been denominated in United States dollars. In both Europe and Japan, an
increasing portion of our revenues is denominated in local currencies (Euro and Yen, respectively). As a result, we are exposed to greater risks in currency fluctuations. We currently do not engage in foreign exchange hedging activities, and
therefore our international revenues and expenses are currently subject to the risks of foreign currency fluctuations. For example, we assumed a Euro-denominated obligation in connection with our acquisition of Eigner. As a result of the Euro
strengthening against the U.S Dollar during fiscal 2004, we recorded an unrealized loss from foreign currency translation of $639,000.



We believe that continued expansion of our international operations will be necessary for our future success, and a key aspect to our business strategy
has been and is to expand our sales and support organizations internationally. Therefore, we believe that we will need to commit additional significant resources to expand our international operations. If we are unable to successfully expand further
in international markets on a timely basis, or if this expansion is more difficult than expected, we may not be able to achieve anticipated revenue growth.



If Our Service Revenue Continues to Increase As a Percentage of Total Revenues, Our Gross Margins Could Decrease, Adversely Affecting Our Operating Results; We
Currently Perform Some of Our Implementations on a Fixed-Price Basis, Which Could Cause Us to Incur More Costs Than We Expect



We realize lower margins on service revenue than on license revenues. As a result, if, as has happened recently, service revenue increase as a percentage
of total revenues, or, if we increase our use of third parties to provide such services, our gross margins may decline and our operating results may be adversely affected.



In addition, we may at times charge customers a fixed fee for installation services. If we underestimate the amount of time
or resources required to install our products in fixed-fee situations, our gross margins could decline, adversely impacting our operating results.



If We Become Subject to Product Liability Litigation, It Could Be Time Consuming and Costly to Defend



Since our products are used for mission critical applications in the supply
chain, errors, defects or other performance problems could result in financial or other harm to our customers. For example, our products are designed to communicate information relating to changes in product specifications during the manufacturing
process. If a supplier or other participant receives inaccurate or erroneous data, it is possible that it could claim it incurred damages based on its reliance on that data. Although our license agreements generally contain provisions designed to
limit our exposure to product liability damages, existing or future laws or unfavorable judicial decisions could negate such limitation of liability provisions. While we carry product liability insurance, our insurance may not fully cover these
claims. Product liability litigation, even if successfully defended, would be time-consuming and costly to defend and could harm our business.



Our Efforts to Expand Sales of Our Products to Other Industries May Not Succeed



We currently sell our products primarily to companies in the electronics and high technology and life sciences industries.
We also market products to customers in additional industries, including automotive, aerospace and industrial equipment. Although we have targeted enterprises in these other markets as potential customers, these potential customers may not be as
willing to purchase our products as our customers in the high technology and life sciences industries have been. Targeting additional industries requires us to invest significant amounts in sales and marketing activities, including developing
product positioning and market messages, and possibly developing features or functionality specific to the unique requirements of such industries. If we are unable to expand into other industries and markets, we may not recover this investment. In
addition, if we are not able to expand into other industries, we may be unable to maintain or increase sales of our software.



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We Have a History of Losses and May Not Achieve or Maintain Profitability



Since inception, we have funded our business primarily through selling our
stock, not from cash generated from our business. We have incurred quarterly and annual losses in each of the years since we were formed. We incurred losses of $3.0 million and $2.7 million for the three months ended July 31, 2004 and 2003,
respectively. As of July 31, 2004, we had an accumulated deficit of approximately $284.8 million. We expect to continue to incur significant sales and marketing, research and development and general and administrative expenses, as well as
substantial non-cash costs relating to the amortization of intangible assets and stock compensation which will contribute to our net losses.



For the three months ended July 31, 2004, we achieved modestly profitable non-GAAP operating results (excluding stock compensation, restructuring and
other charges, and amortization of intangible assets). Sustaining non-GAAP profitable results, and achieving profitable GAAP results, will depend upon a combination of careful expense management coupled with higher revenue levels. Many of our
expenses are relatively fixed in the short term and there can be no assurance that we will be able to maintain expenses at target levels. There can also be no assurance that our revenues will increase. As a result, there can be no assurance that we
will achieve break-even or profitable operations or, once achieved, that we would be able to sustain or increase profitability on a quarterly or annual basis in the future.



The Impact of Changes in Global Economic Conditions on Our Current and Potential Customers May Adversely Affect our Revenues and
Results of Operations



Our operating results have been
adversely affected over the past few years by the reduced levels of capital spending and by the overall weak economic conditions affecting our current and potential customers. The economic environment that we faced in fiscal 2004 was uncertain, and
that uncertainty continues in fiscal 2005. Because customers and potential customers are deferring and may continue to defer major infrastructure investments until general economic conditions improve, we may be especially prone to this weak economy,
particularly as it relates to large license transactions. Although we have begun to see early evidence of strengthening demand, this trend may not continue and could even reverse, which could adversely impact our business for at least the new few
quarters.



We Depend on Licensed Technology That if Lost, Could Result in
Increased Cost or Delays in Sales of Our Products



We
license technology on a non-exclusive basis from several companies for use with our products. We utilize database management software from Oracle. Our customers can purchase this software directly from Oracle or from us. In addition, we integrate
software into our products licensed from BEA and Oracle for application server technology, from Actuate for reporting capabilities, Cimmetry Systems and Spicer for document viewing and Cognos for analytics, as well as products from several other
providers. We anticipate that we will continue to license technology from third parties in the future. Some of the software we license from third parties would be difficult to replace and may not continue to be available on commercially reasonable
terms, if at all. The loss or inability to maintain any of these technology licenses could result in delays in the licensing of our products until equivalent technology is identified, licensed, and integrated. The increased use of third-party
software could result in higher royalty payments and a loss of product differentiation and lower product gross margins.



The Market For Our Products Is Still Developing and Customers May Not Adopt Our Products



The market for PLM software products is still developing. Our customers and potential customers have not traditionally
automated product lifecycle management solutions like we offer throughout their supply chains. As this is a relatively new market, we cannot be certain that this market will continue to develop and grow.



Many customers and prospective customers have already invested substantial
resources in other methods of sharing product information during the manufacturing and supply process, most notably internally developed applications. These customers and prospective customers may be reluctant to adopt a new approach that may
replace, limit or compete with their existing systems or methods. Moreover, customers and prospective customers have many competing demands placed on their available information technology budgets. There can be no assurance that PLM in general or
Agile in particular will compete favorably against other potential uses of information technology spending.



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We expect that we will continue to need to pursue intensive marketing and sales efforts to educate
prospective customers about the uses and benefits of our products. Along with our direct efforts in these areas, we also rely upon relationships with consulting and integration partners to increase the market awareness of the existence and benefits
of our PLM solutions. Currently, only a limited number of companies provide this type of market support for our products. These companies are not contractually obligated to promote our products, and they may have similar or more established
relationships with our competitors. If these service providers reduce or discontinue their relationships with us, market acceptance of our products could be harmed.



As a result of these factors, demand for and market acceptance of our products is subject to a high level of uncertainty. If
the PLM market fails to develop as we anticipate, or if our products do not receive wide acceptance, our ability to grow would be limited.



If We Are Unable to Protect Our Intellectual Property We May Lose a Valuable Asset, Experience Reduced Market Share or Incur Costly Litigation to Protect Our
Rights; We May Also Be Subject to Intellectual Property Infringement Claims That, With or Without Merit, Could Be Costly to Defend or Settle



Our success and ability to compete depend upon our proprietary technology, particularly the technology underlying our products. We rely on patent,
trademark, trade secret and copyright laws to protect our intellectual property. Despite our efforts to protect our intellectual property, a third party could copy or otherwise obtain our software or other proprietary information without
authorization.



We may have to resort to litigation to enforce
our intellectual property rights, to protect our patents, trade secrets or know-how or to determine their scope, validity or enforceability. Enforcing or defending intellectual property rights is expensive, could cause the diversion of our
resources, and may not prove successful. Our protective measures may prove inadequate to protect our proprietary rights, and any failure to enforce or protect our rights could cause us to lose a valuable asset. In addition, the laws of some
countries do not protect our proprietary rights to as great an extent as do the laws of the United States, and we expect that it will become more difficult to monitor the use of our products as we increase our international presence.



We may, from time to time, be subject to claims of infringement of other
parties proprietary rights or claims that our own intellectual property rights are invalid. There has been a substantial amount of litigation in the software industry regarding intellectual property rights. It is possible that, in the future,
third parties may claim that our current or potential future products infringe their intellectual property. We expect that software product developers and providers of electronic commerce solutions will increasingly be subject to infringement claims
as the number of products and competitors in our industry grows and the functionality of PLM products begins to overlap with other software applications. Any infringement claims made against us, with or without merit, could be time-consuming, result
in costly litigation, cause product shipment delays or negative publicity. In addition, if our products were found to infringe a third partys proprietary rights, we could be required to enter into royalty or licensing agreements in order to
continue to be able to sell our products. Royalty or licensing agreements, if required, may not be available on terms acceptable to us or acceptable at all.



The Market Price of our Common Stock Has Been and May Continue to Be Volatile, Which Could Result in Substantial Losses for Individual Security Holders



The market price for our common stock has been, and
is likely to continue to be, highly volatile. During the three months ended July 31, 2004, the high and low closing sales prices of our common stock were $8.82 and $7.00, respectively. Our stock price is subject to wide fluctuations in response to
factors, some of which will be beyond our control.



In the
past, following periods of volatility in the market price of their securities, many companies have been the subject of securities class action litigation. If, in addition to the pending litigation discussed elsewhere in which we are currently
involved, we are involved in any additional securities class action suits, it could result in further, significant costs and diversion of our managements attention and resources, and could cause the prices of our securities to fall.



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Legislative Action and Potential New Accounting Pronouncements are Likely to Cause our General and Administrative
Expenses to Increase



In order to comply with the
Sarbanes-Oxley Act of 2002, as well as recent changes to listing standards by NASDAQ, and proposed accounting changes by the Securities and Exchange Commission, we will be required to hire additional personnel and utilize additional outside legal,
accounting and advisory services. We currently anticipate that these efforts will cost at least $1 million during fiscal 2005, which will cause our general and administrative costs to increase. Moreover, in the rapidly changing regulatory
environment in which we now operate, there is significant uncertainty as to what will be required to comply with many of the new rules and regulations. As a result, we may be required to spend substantially more than we currently estimate, and may
need to divert resources from other activities, as we develop our compliance plans.



Investor Confidence and Share Value May Be Adversely Impacted if We Are Unable to Favorably Assess, or Our Independent Registered Public Accountants Are Unable to Provide an Unqualified Attestation Report on Our Assessment of, the
Effectiveness of Our Internal Control Over Financial Reporting As of the End of Fiscal Year 2005 as Required by Section 404 of the Sarbanes-Oxley Act of 2002.



An effective system of internal control over financial reporting is necessary for us to provide reliable financial reports.
Rules adopted by the Securities and Exchange Commission pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 require annual assessment of our internal control over financial reporting, and attestation of our assessment by our independent
registered public accountants. This requirement will first apply to our Annual Report on Form 10-K for the fiscal year ending April 30, 2005. The rules governing the standards that must be met for management to assess the internal control over
financial reporting as effective are new and complex, and require significant documentation, testing and possible remediation. Although we are diligently reviewing, documenting and testing our internal control over financial reporting, we may
encounter problems or delays in completing the implementation of any changes necessary to receive a favorable assessment of our internal control over financial reporting under the new standards. If we cannot complete our internal processes, or our
independent registered public accountants are unable to provide an unqualified attestation report on our assessment of, the effectiveness of our internal control over financial reporting, investor confidence and share value may be negatively
impacted.



If Requirements Relating to Accounting Treatment For Employee
Stock Options Are Changed, We May Be Forced to Change Our Business Practices



We currently account for the issuance of stock options under APB Opinion No. 25, Accounting for Stock Issued to Employees. If proposals currently under consideration by accounting standards organizations
and governmental authorities are adopted, we may be required to treat the value of the stock options granted to employees as a compensation expense. As a result, we could decide to reduce the number of stock options granted to employees or to grant
options to fewer employees. This could affect our ability to retain existing employees and attract qualified candidates, and increase the cash compensation we would have to pay to them. In addition, such a change could have a negative effect on our
earnings.



Provisions Contained in Our Charter Documents and in Certain
Anti-Takeover Measures Adopted By Us May Delay or Prevent a Change in Our Control



Provisions of our Delaware certificate of incorporation and bylaws and of Delaware law could make it more difficult for a third party to acquire us, even if a change in control would be beneficial to our stockholders.
These provisions also may prevent changes in our management. We are subject to the provisions of Section 203 of the Delaware General Corporation Law, which restricts certain business combinations with interested stockholders. The combination of
these provisions may inhibit a non-negotiated merger or other business combination.



In addition, our Board of Directors has the authority to issue up to 10 million shares of Preferred Stock and to determine the price, rights, preferences and privileges of those shares without any further vote or
action by the stockholders. The rights of the holders of common stock will be subject to, and may be adversely affected by, the rights of the holders of any Preferred Stock that may be issued in the future. The issuance of shares of Preferred



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Stock, while potentially providing desirable flexibility in connection with possible acquisitions and for other corporate
purposes, could have the effect of making it more difficult for a third party to acquire a majority of our outstanding voting stock. We have no present intentions to issue shares of Preferred Stock. Further, in March 2001, our Board of Directors
adopted a Preferred Stock purchase rights plan intended to guard against certain takeover tactics. The existence of this plan could also have the effect of making it more difficult for a third party to acquire a majority of our outstanding voting
stock.



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Item 3. Quantitative and Qualitative Disclosures About Market Risk



Foreign Currency Risk



We develop and market our products in North America, Europe, and the Asia-Pacific region. As a result of our non-North American business activities, our financial results could be affected by factors such as changes in foreign currency
exchange rates or economic conditions in foreign markets, and there is no assurance that exchange rate fluctuations will not harm our business in the future. In second half of fiscal 2004, we started to sell our products through some of our foreign
subsidiaries, including those in Europe, Japan and Taiwan, in their functional currencies. This provides some natural hedging because most of the subsidiaries operating expenses are denominated in their functional currencies. Regardless of
this natural hedging, our results of operations may be adversely impacted by the exchange rate fluctuation. Although we will continue to monitor our exposure to currency fluctuations, and, where appropriate, may use financial hedging techniques in
the future to minimize the effect of these fluctuations, we are not currently engaged in any financial hedging transactions.



Interest Rate Risk



Our interest income is sensitive to changes in the general level of U.S. interest rates, particularly since all of our investments are in instruments with
maturities of less than two years. The primary objective of our investment activities is to preserve principal while at the same time maximize the income we receive from our investments without significantly increasing risk. Some of the securities
that we have invested in may be subject to market risk. This means that a change in prevailing interest rates may cause the principal amount of the investment to fluctuate. For example, if we hold a security that was issued with a fixed interest
rate at the then-prevailing rate and the prevailing interest rate later rises, the principal amount of our investment will probably decline. To minimize this risk, we maintain our entire portfolio of cash in money market funds and investments
classified as available-for-sale. In general, money market funds and investments with maturities of less than two years are not subject to significant market risk because the interest paid on such funds fluctuates with the prevailing
interest rate. Because our mortgage arrangement is based on variable rates of interest, our interest expense is sensitive to changes in interest rates. Since these obligations represent a small percentage of our total capitalization, we believe that
there is not a material risk exposure.



The table below
represents principal (or notional) amounts and related weighted-average interest rates by year of maturity of our investment portfolio (in thousands, except interest rates).



|                               |  |                           |         |   |                                |   |        |            |  |   |       |   |  |   |         |  
|------------------------------ |  | ------------------------- | ------- | - | ------------------------------ | - | ------ | ---------- |  | - | ----- | - |  | - | ------- | -
|                               |  | Maturing within 12 months |         |   | Maturing between 1 and 2 years |   |        | Thereafter |  |   | Total |  
|Cash equivalents               |  | $                         | 67,628  |   |                                | $ |       |            |  | $ |      |   |  | $ | 67,628  |  
|Weighted average interest rate |  |                           | 1.59    | % |                                |   |       | %          |  |   |      | % |  |   | 1.59    | %
|Investments                    |  | $                         | 54,714  |   |                                | $ | 61,058 |            |  | $ |      |   |  | $ | 115,772 |  
|Weighted average interest rate |  |                           | 1.68    | % |                                |   | 2.06   | %          |  |   |      | % |  |   | 1.88    | %
|                               |  |                           |         |   |                                |   |        |            |  |   |       |   |  |   |         |  
|Total investment securities    |  | $                         | 122,342 |   |                                | $ | 61,058 |            |  | $ |      |   |  | $ | 183,400 |  
|                               |  |                           |         |   |                                |   |        |            |  |   |       |   |  |   |         |  



Item 4. Controls and Procedures



Evaluation of
Our Disclosure Controls and Internal Controls



Under the
supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rules 13a-15(e) and
15d-15(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act), as of the end of the period covered by this report (the Evaluation Date). Based on this evaluation, our Chief Executive Officer and Chief
Financial Officer concluded that, as of the Evaluation Date, to their knowledge and belief, our disclosure controls and procedures were effective.



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There have been no changes in our internal controls over financial reporting identified in connection
with the evaluation described above that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



CEO and CFO Certifications



Attached, as Exhibits 31 and 32, are two separate forms of certifications of
the CEO and the CFO. The certifications attached as Exhibits 31.1 and 31.2 are required in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302 Certification). The information contained in this Item 4 relates to
the Controls Evaluation referred to in the Section 302 Certifications, and should be read with the Section 302 Certifications for a more complete understanding of the topics presented.



Disclosure Controls and Internal Controls



Our management, including the CEO and CFO, has a responsibility for establishing and maintaining adequate disclosure and internal controls over our
financial reporting. Disclosure Controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, such as this Quarterly Report on Form
10-Q, is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms. Disclosure Controls are also designed with the objective of ensuring that such information is accumulated and communicated to our
management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. Internal Controls are procedures that are designed with the objective of providing reasonable assurance that our transactions are properly
authorized, our assets are safeguarded against unauthorized or improper use, and our transactions are properly recorded and reported, all to permit the preparation of our financial statements in conformity with GAAP.



Limitations on the Effectiveness of Controls



Our management, including the CEO and CFO, does not expect that our
disclosure controls or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of
controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns
can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also
is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. In addition, over time, controls may
become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur
and not be detected. Notwithstanding these limitations, our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives. Our CEO and CFO have concluded that our controls and procedures are, in fact,
effective at the reasonable assurance level.



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PART II  OTHER INFORMATION



Item 1. Legal Proceedings



On or
around October 25, 2001, a class action lawsuit was filed on behalf of holders of Agile securities in the Southern District of New York against Agile Software Corporation, Bryan D. Stolle and Thomas P. Shanahan (collectively the Agile
Defendants) and others including underwriters Morgan Stanley and Deutsche Bank Securities. The case is now captioned In re Agile Software, Inc. Initial Public Offering Securities Litigation, 01 CIV 9413 (SAS), related to In re
Initial Public Offering Securities Litigation, 21 MC 92 (SAS).



On or about April 19, 2002, plaintiffs electronically served an amended complaint. The amended complaint is brought purportedly on behalf of all persons who purchased the Companys common stock from August 19, 1999 through December 6,
2000. It names as defendants the Agile Defendants; and several investment banking firms that served as underwriters of the Companys initial public offering and secondary offering. The complaint alleges liability under Sections 11 and 15 of the
Securities Act of 1933 and Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, on the grounds that the registration statement for the offerings did not disclose that: (1) the underwriters had agreed to allow certain customers to
purchase shares in the offerings in exchange for excess commissions paid to the underwriters; and (2) the underwriters had arranged for certain customers to purchase additional shares in the aftermarket at predetermined prices. The amended complaint
also alleges that false analyst reports were issued. No specific damages are claimed.



The Company is aware that similar allegations have been made in other lawsuits filed in the Southern District of New York challenging over 300 other initial public offerings and secondary offerings conducted in 1999
and 2000. Those cases have been consolidated for pretrial purposes before the Honorable Judge Shira A. Scheindlin. On July 15, 2002, the Agile Defendants (as well as all other issuer defendants) filed a motion to dismiss the complaint. On February
19, 2003, the Court ruled on the motions to dismiss. The Court denied the motions to dismiss claims under the Securities Act of 1933 in all but 10 of the cases. In the case involving the Company, these claims were dismissed as to the initial public
offering, but not the secondary offering. The Court denied the motion to dismiss the claim under Section 10(a) of the Securities Exchange Act of 1934 against the Company and 184 other issuer defendants, on the basis that the amended complaints in
these cases alleged that the respective issuers had acquired companies or conducted follow-on offerings after the initial public offerings. As a consequence, the Court denied the motion to dismiss the Section 20(a) claims against the individual
defendants. The motion to dismiss the Section 10(a) claims was granted with prejudice as to the individual defendants.



The Company has decided to accept a settlement proposal presented to all issuer defendants. In this settlement, plaintiffs will dismiss and release all
claims against the Agile Defendants, in exchange for a contingent payment by the insurance companies collectively responsible for insuring the issuers in all of the IPO cases, and for the assignment or surrender of control of certain claims the
Company may have against the underwriters. The Agile Defendants will not be required to make any cash payments in the settlement, unless the pro rata amount paid by the insurers in the settlement exceeds the limits of the insurance coverage,
a circumstance which the Company does not believe will occur. The settlement will require approval of the Court, which cannot be assured, after class members are given the opportunity to object to the settlement.



We are also subject to various other claims and legal actions arising in the
ordinary course of business. In our opinion, after consultation with legal counsel, the ultimate disposition of these matters is not expected to have a material effect on our business, financial condition or results of operations.



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



Not Applicable



Item 3. Defaults Upon Senior Securities



Not Applicable



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Item 4. Submission Of Matters To A Vote Of Security Holders



Not Applicable



Item 5. Other Information



Not
Applicable



Item 6. Exhibits And Reports On Form 8-K



| | (a) | Exhibits
| | --- | --------



|     |  |                                                                                                                                                                                                                                                                                                                                                      
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1  |  | Certificate of Incorporation of Agile Software Corporation, as amended to date. (1)                                                                                                                                                                                                                                                                  
|     | 
|3.2  |  | Certificate of Elimination and Certificate of Amendment. (1)                                                                                                                                                                                                                                                                                         
|     | 
|3.3  |  | Amended and Restated Bylaws of Agile Software Corporation. (2)                                                                                                                                                                                                                                                                                       
|     | 
|4.1  |  | Specimen Common Stock Certificate. (1)                                                                                                                                                                                                                                                                                                               
|     | 
|4.2  |  | Form of Rights Agreement between Agile Software Corporation and Fleet National Bank, as Rights Agent (including as Exhibit A the form of Certificate of Designation, Preferences and Rights of
the Terms of the Series A Preferred Stock, as Exhibit B the form of Right Certificate, and as Exhibit C the Summary of Terms of Rights Agreement). (2)
|     | 
|31.1 |  | Certification of Chief Executive Officer Pursuant to Securities Exchange Act Rules 13a-14 and 15d-14, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                          
|     | 
|31.2 |  | Certification of Chief Financial Officer Pursuant to Securities Exchange Act Rules 13a-14 and 15d-14, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                          
|     | 
|32.1 |  | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                   
|     | 
|32.2 |  | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                   

---

|(1) | Incorporated by reference to Agiles Registration Statement on Form S-1 (Reg. No. 333-81387), declared effective on August 19, 1999.
|--- | ------------------------------------------------------------------------------------------------------------------------------------

|(2) | Incorporated by reference to Agiles Current Report on Form 8-K (file No. 000-27071), filed on April 26, 2001.
|--- | --------------------------------------------------------------------------------------------------------------



| | (b) | We filed or furnished the following reports on Form 8-K during the quarter ended July 31, 2004:
| | --- | -----------------------------------------------------------------------------------------------



| | (i) | Form 8-K furnished on May 25, 2004 reporting that we issued a press release announcing financial results for our fourth quarter and year ended April 30, 2004.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------



Available Information



We make available, free of charge, by link from our website at
www.agile.com our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports as soon as reasonably practicable after we have electronically filed or furnished such materials to
the Securities and Exchange Commission. Information contained on our website is not part of this report.



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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.



AGILE SOFTWARE CORPORATIONBy:

/s/ CAROLYN V. AVERCarolyn V. AverExecutive Vice President and Chief Financial Officer (Principal Accounting Officer)Date: September 8, 2004




44