1073967--5/1/2009--SERENA_SOFTWARE

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{debt, indebtedness, cash}

{system, service, information}

{customer, product, revenue}

{product, candidate, development}

{operation, international, foreign}

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{product, liability, claim}

{acquisition, growth, future}

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Risks Related to Our Indebtedness Our substantial leverage could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry, expose us to interest rate risk to the extent of our variable rate debt and prevent us from meeting our obligations under the senior subordinated notes. Our senior secured credit agreement contains specified financial ratios and other financial condition tests that we must satisfy in order to avoid an event of default under our debt agreements. We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful. Our debt agreements contain restrictions that limit our flexibility in operating our business. Risks Related to Our Business The recent global financial crisis and the continuing decline and uncertainty in global economic conditions has negatively affected, and could continue to negatively affect, our business, results of operations and financial condition. If management is unable to effectively forecast revenues and budget operating expenses, our business could be harmed. Our future revenue is substantially dependent upon our installed customers renewing maintenance agreements for our products and licensing or upgrading additional Serena products; our future professional service and maintenance revenue is dependent on future sales of our software products. If our target markets do not evolve as we anticipate, our business will be adversely affected. If the market for IBM and IBM-compatible mainframes decreases, it could adversely affect our business. If we fail to effectively manage our sales and marketing organizations, it could adversely affect our business. Any delays in our normally lengthy sales cycles could result in significant fluctuations in our operating results. Our license revenue from products for distributed systems may fluctuate. Our industry changes rapidly due to evolving technology standards and our future success will depend on our ability to continue to meet the sophisticated needs of our customers. We are subject to intense competition in our target markets and we expect to face increased competition in the future. We may encounter problems conducting our international operations, and factors associated with international operations could adversely affect our business. We may experience delays in developing our products which could adversely affect our business. Acquisitions may be difficult to integrate, disrupt our business or divert the attention of our management. Fluctuations in the value of foreign currencies could result in currency transaction losses. Our goodwill became impaired in fiscal year 2009, and if our goodwill or amortizable intangible assets again becomes impaired in the future, we may be required to record a significant charge to earnings. Third parties in the future could assert that our products infringe their intellectual property rights, which could adversely affect our business. Errors in our products or the failure of our products to conform to specifications could result in our customers demanding refunds from us or asserting claims for damages against us. Product liability claims asserted against us in the future could adversely affect our business. Changes in accounting regulations and related interpretations and policies regarding revenue recognition could cause us to defer recognition of revenue or recognize lower revenue and profits. If we do not adequately manage and evolve our financial reporting and managerial systems and processes, our ability to manage and grow our business may be harmed. Our executive officers and certain key personnel are critical to our business and such officers and key personnel may not remain with us in the future. We recently developed and marketed software to customers through on-demand services, which caries a number of risks that could harm our business. The market for SaaS is at an early stage of development, and if it does not develop or develops more slowly than we expect, our business may be harmed. We use a single data center to deliver our services. Any disruption of service at this facility could interrupt or delay our ability to deliver our on-demand services to our customers. If the security of our customers confidential information stored on our hosting systems or transmitted over the Internet by our SaaS solutions is breached or otherwise subjected to unauthorized access, our hosting service or SaaS solutions may be perceived as not being secure and our customers may curtail or stop using our hosting service and SaaS solutions. The interests of our controlling stockholder may differ from the interests of the holders of our securities.

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1073967--5/1/2009--SERENA_SOFTWARE_INC