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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

For the fiscal year ended January 31, 2002
or

Commission File No. 000-25285

SERENA SOFTWARE, INC.
(Exact name of registrant as specified in its charter)

Registrant's telephone number, including area code: 650-522-6600

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, $0.001 PAR VALUE
(Title of Class)

        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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. / /

        The aggregate market value of the voting stock held by non-affiliates of the Registrant based on the closing sale price of the Common Stock on March 31, 2002, as reported on the Nasdaq National Market, was approximately $413,337,951. Shares of Common Stock held by each executive officer and director and by each person who may be deemed to be an affiliate of the Registrant have been excluded from this computation. This determination of affiliate status is not necessarily a conclusive determination for other purposes. As of March 31, 2002, the Registrant had 40,300,749 shares of Common Stock, $0.001 par value, issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

        The Registrant has incorporated by reference into Part III of this Form 10-K portions of its Proxy Statement for the 2002 Annual Meeting of Stockholders, which is currently scheduled to be held on June 28, 2002.

SERENA SOFTWARE, INC.
ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS

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PART I

Item 1. Business

        This report contains forward-looking statements under the Private Securities Reform Act of 1995. Certain statements under the captions "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in this report are "forward-looking statements." These forward-looking statements include, but are not limited to, statements about our plans, objectives, expectations and intentions and other statements contained in this report that are not historical facts. When used in this report, the words "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates" and similar expressions are generally intended to identify forward-looking statements. Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements, including our plans, objectives, expectations and intentions and other factors discussed under "Factors That May Affect Future Results" under "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in, or incorporated by reference into, this report. Factors that could cause or contribute to such differences include but are not limited to, our reliance on our mainframe products for revenue; the percentage of license revenue typically closed at the end of each quarter making estimation of operating results prior to the end of the quarter extremely uncertain; weak economic conditions worldwide which may continue to affect the overall demand for software and services, which could result in decreased revenues or lower revenue growth rates; changes in revenue mix and seasonality; our ability to deliver our products on the distributed systems platform; dependence on revenues from our installed base; continued demand for additional mainframe MIPS capacity; expansion of our professional services and international organizations; and our ability to manage our growth. We assume no obligation to update the forward-looking information contained in this report.

Overview

        SERENA is a leading provider of infrastructure software to manage change to enterprise applications. Our products and services are used to manage and control application change for organizations whose business operations are dependent on managing information technology, or IT. In our 21 year history, we have developed highly effective solutions for managing software change that enable our customers to improve their return on IT investments by improving application availability, accelerating time to market, and increasing programmer productivity while reducing application development and IT infrastructure maintenance costs. All large companies have a process for managing change to their internally developed applications, including new version releases, "bug fixes," upgrades and application introductions. Our products help IT managers manage changes to applications by automating and enforcing the process throughout the application life cycle. Our consulting services help companies improve their process by identifying where their current practices deviate from standard practices and making appropriate recommendations. As of January 31, 2002, our products have been installed in over 2,750 customer sites worldwide and our customers include 42 of the Fortune 50 companies such as American Express, UBS AG, Navy Federal Credit Union, Suntrust Bank, Bank of America, Caterpillar, Citigroup, General Electric, IBM, MetLife, Prudential, and SBC Communications.

        The Company was incorporated in California in 1980 and reincorporated in Delaware in 1998. Unless the context otherwise requires, references in this report to "SERENA" and the "Company" refer to SERENA Software, Inc., a Delaware corporation, and its predecessor, SERENA Software International, Inc., a California corporation. The Company's executive offices are located at 2755 Campus Drive, 3rd Floor, San Mateo, California 94403-2538 and its telephone number is (650) 522-6600.

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Industry Background

        The evolution of enterprise computing from centralized, mainframe-based computing to distributed, client/server and Web-based computing has added substantial complexity in recent years to the management of IT infrastructures. Today's IT environment is characterized by distributed information systems, applications and networks, comprising a wide range of hardware platforms, operating systems, databases, software and content development tools, networking protocols and packaged and internally developed software. This distributed computing environment has fueled a proliferation of applications disseminated throughout the enterprise as departments and individual users have been empowered to independently sponsor applications. These applications must be continually maintained and often enhanced to be compatible with emerging technologies and to keep pace with a dynamic business environment. The advent of the Internet, intranets, extranets, and eBusiness has added further complexity by stimulating the development of new applications, extending the reach of applications throughout and beyond the enterprise while placing a higher premium on speed, quality and, more recently, cost containment.

        In connection with the developments associated with the distributed computing environment, the mainframe has continued to be a critical component of IT infrastructures. Many IT organizations maintain applications that are vital to their business on the mainframe because of its unmatched performance, reliability and security. According to the Yankee Group, 70% of mission critical applications in Fortune 1000 companies run on mainframe computers. As organizations create new eBusiness applications and "Webify" their existing applications, they typically do so over a multi-tier, multi-platform architecture. Often these applications contain a legacy mainframe application utilizing data in a mainframe database, a middle-tier of UNIX, LINUX or Window NT servers, and Web browser client software.

        Software change management ("SCM") products have historically focused on managing change to applications running on a single platform. eBusiness has introduced a new set of requirements including: managing change to applications running across the more complex multi-tier, multi-platform architecture utilized by today's enterprise applications and coordinating software code changes with Web content changes, which is a critical part of the customer interface. In order for a customer or partner to effect a transaction over the Internet, they typically interact through a Web interface with several disparate applications (e.g., inventory, decision support, transportation, customer relationship, etc.); therefore change must now be coordinated across these applications.

        SERENA's solution is designed to meet these new requirements by delivering a single point of control to manage change to software code and Web content for applications running across the enterprise from the mainframe to the Web throughout the application life cycle ("Enterprise Change Management" or "ECM"). Demand drivers for ECM include the continued re-engineering of business value delivery chains to take advantage of Web efficiencies, the importance of the change process in providing business continuity, and the emergence of Web services.

        Any application change including new version releases, "bug fixes," upgrades and application introductions, if not managed effectively, has the potential to cause system outages or corrupt data, which could result in disruption throughout the enterprise and lost business. For example, a single, undetected error in a software update could have catastrophic results in such critical systems as billing applications and securities trading. Change in applications can occur at all phases of the application life cycle, from design and analysis to development, through testing and production and into post-deployment support and maintenance. With the customer facing nature of many enterprise applications, the cost of application downtime has increased significantly.

        Still most organizations attempt to address their ECM and SCM requirements internally either with paper based, manually implemented policies and procedures or by developing their own software solutions. These internal solutions generally require substantial IT resources, have lengthy implementation cycles, lack the robust functionality of commercially available products, frequently fail and are not cost effective. To overcome the costs and risks associated with internally developed software change management

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solutions, many organizations are now seeking commercially developed SCM solutions that enable them to cost effectively manage and control change throughout the software application life cycle and across the enterprise. We believe sophisticated SCM and ECM solutions are required as organizations face increasingly complex and distributed IT infrastructures, limited IT resources, remote IT project teams and tight budget constraints.

        Successful management of IT infrastructures requires the ability to manage rapid and unpredictable technological change within increasingly complex and heterogeneous computing environments. Change drivers include eBusiness initiatives, competitive pressures, short time-to-market windows, mergers and acquisitions, budget pressures, productivity/quality improvement imperatives, and regulatory changes.

        SERENA provides a full suite of enterprise change management products and services for managing and controlling change throughout the application life cycle from the mainframe to the Web. Our product suite automates the management of the application life cycle and creates an IT environment that facilitates concurrent development efforts by separate programming teams, improves process consistency, enhances application integrity and protects valuable application assets. We have brought to market products that allow customers to manage Web content changes along with software changes in order to more completely meet the requirements of today's enterprise applications. Key components of our solution are comprehensive product functionality, a high level of adaptability and ease of use and implementation, the use of our consulting services which complement our product offerings, and improved return on IT investment. Key components of our strategy include maintaining our technology leadership, extending our ECM solutions, leveraging our customer base, continuing to expand consulting services offerings, expanding global sales, and pursuing strategic relationships and acquisitions.

Products

        SERENA develops, markets and supports an integrated suite of products for managing and controlling change across the enterprise throughout the application life cycle. The SERENA solution automates the application life cycle and creates an IT environment that improves process consistency, enhances software integrity and protects valuable application assets. Our products significantly improve developer productivity, application availability, and customers' return on IT investments, while reducing development costs.

        In April 2001, SERENA renamed and organized its products under two primary product families, SERENA™ ChangeMan™ and SERENA™ StarTool™. The renaming reflects the increasing integration of the products. This includes some common interfaces, shared servers, and unified meta data repositories.

        The SERENA ChangeMan product family includes products that manage change in the mainframe z/OS and OS/390 environments and products that manage change in distributed and other environments, including Microsoft Windows, UNIX, LINUX, AS/400, and HP e3000. SERENA ChangeMan ECP is a customizable enterprise change portal giving customers a single point of control for application change reporting and approvals for applications running across virtually all major platforms from the mainframe to the Web. SERENA ChangeMan ECP was enhanced in September 2001 to allow change managers to link mainframe and distributed change packages within and across applications and manage them through the life cycle; and to allow personalization with a feature called MyChangeMan. SERENA ChangeMan ALM manages processes and workflow throughout the application life cycle and is used often to manage change requests. SERENA ChangeMan SSM manages change to mainframe system software and is used for disaster recovery and to maintain business continuity. In April 2001, SERENA ChangeMan WCM, an integrated Web code and content management solution, became generally available.

        SERENA™ Comparex™ and the SERENA StarTool product family comprise a comprehensive suite of products designed to improve mainframe application availability. This functionality includes file and data management, data comparison, fault analysis, application performance management, input/output

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optimization, and application test debugging. SERENA StarTool ATD, SERENA's application testing and debugging product, became available in July 2001.

        SERENA's strategy is to integrate its SERENA ChangeMan and SERENA StarTool product families to provide a higher level of automation, quality and productivity improvements for customers who purchase our entire solution. In March 2001, SERENA StarTool DA, SERENA's fault analysis product was enhanced to include integration with SERENA ChangeMan ZMF. The integration allows the StarTool DA users to obtain COBOL source code from the SERENA ChangeMan ZMF repository. This improves quality by ensuring that the up-to-date source code is used in the debugging process, and enhances productivity by eliminating the step of maintaining multiple copies of the source code.

        Customers typically purchase our distributed systems products under a "per user" based perpetual license. Customers typically purchase our mainframe products under Million Instructions Per Second, or MIPS-based, perpetual licenses. A description of MIPS-based licenses is included in the "Overview" section of "Management's Discussion and Analysis of Financial Condition and Results of Operations."

        The following products comprise the SERENA ChangeMan product family, SERENA Comparex and the SERENA StarTool product family:

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        SERENA ChangeMan ZMF, our flagship product, is a comprehensive SCM solution that provides an automated infrastructure to help customers manage and control change throughout the software application life cycle for z/OS and OS/390 environments. SERENA ChangeMan ZMF is a flexible, compatible SCM solution that supports multiple operating systems and database platforms and integrates easily with customers' existing IT environments by using standard IBM programming languages and working with existing customer security systems, libraries and inventory lists. SERENA ChangeMan DS is a comprehensive SCM solution that provides an automated infrastructure to help customers manage and control change throughout the software application life cycle for Windows, UNIX, LINUX, OS/390 USS, OS/400 and MPE/iX environments. Both SERENA ChangeMan ZMF and SERENA ChangeMan DS manage change by coupling application development, build management, and application deployment and provides developers and their managers with technological control and integrity throughout the development process enabling them to focus on software quality and reliability. Each product automates the software application life cycle by providing impact analysis, version control, promotion of fixed code into production, online management of approvals and authorizations, management of concurrent development efforts by separate programming teams, code freezing to prevent further development while testing, and auditing-automating the backout of changes.

        SERENA ChangeMan ECP is a customizable enterprise change portal for managing enterprise change from a Web browser. SERENA ChangeMan ECP allows customers to approve changes and view reports from SERENA ChangeMan ZMF or SERENA ChangeMan DS, giving them a single point of control for change related approvals and reports from the mainframe to the Web. This is faster, less

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complicated and more visually appealing than the previous method of logging on to a "green screen" via the Time Sharing Option. Managers can also link change packages across platforms and applications and manage them throughout the life cycle and personalize their view of enterprise change with the product's MyChangeMan feature.

        SERENA ChangeMan ALM automates and enforces the process and workflow associated with software issues, enhancements, and problems that move through the application lifecycle. SERENA ChangeMan ALM manages the process of tracking increasingly frequent and critical requests for software change and shortens development cycles by managing, tracking and reporting on the people, processes, and tasks involved with resolving a request. The solution contains a highly customizable out of the box workflow. It improves developer productivity by organizing and prioritizing work assignments, activities and information.

        SERENA ChangeMan WCM is a comprehensive solution for the management of change for both software and Web content. It is a single integrated solution which contains the SCM capabilities of SERENA ChangeMan DS and extends that control to Web content. SERENA ChangeMan WCM provides a comprehensive solution for managing both the assets and the process for Web based application development and deployment. Web developers, site architects, Web content contributors and testing personnel all work in a collaborative fashion to bring Web projects to market. SERENA ChangeMan WCM provides the control, auditability and flexibility that today's Web environments require.

        SERENA ChangeMan ZDD, for zSeries desktop development, allows desktop developers working in their chosen graphical IDE to develop mainframe application code under control of SERENA ChangeMan ZMF. The mainframe files are available through Windows Explorer and remain on the mainframe eliminating costly file transfer issues.

        SERENA ChangeMan M+R facilitates the management of multiple versions of mainframe software by providing a comprehensive comparison tool that can merge up to eight versions of source code into a single version, and produces a report that compares the different versions and clearly identifies differences and conflicts. M+R can reduce application development costs by enabling separate programming teams to work concurrently on the same parts of an application. By merging different versions of a program's source code to provide a consolidation of each team's changes, SERENA ChangeMan M+R greatly reduces implementation time and improves the quality of new releases. SERENA ChangeMan M+R can be closely integrated with SERENA ChangeMan ZMF to provide enhanced concurrent development capabilities.

        SERENA ChangeMan SSM or System Software Manager detects, tracks and synchronizes changes in multiple environments to improve system integrity and recoverability, which is important for disaster recovery of mainframe system software. SERENA ChangeMan SSM provides centralized control to software change implementation and distribution after applications are initially deployed. SERENA ChangeMan SSM speeds development and problem resolution by detecting, reporting and recovering from changes across local and remote environments. SERENA ChangeMan SSM provides configuration security for the production environment by using fingerprinting technology to audit and track changes enabling system programmers to repair unauthorized changes and to facilitate the replication of authorized changes to remote environments.

        SERENA Comparex is a comparison SCM product used for efficient mainframe application testing and software quality assurance. SERENA Comparex performs fast, accurate, single-step comparisons of the contents of libraries, directories, files or databases by performing line-by-line byte-level comparisons. SERENA Comparex performs several functions, including supporting a variety of data types, providing sophisticated comparison algorithms for both data and text, minimizing the scope of comparisons by utilizing key words to compare specific portions of a file, providing direct interfaces to most major databases, and producing detailed reports on the comparison differences.

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        SERENA StarTool FDM is used for complex mainframe file and data management tasks and has extensive editing tools. SERENA StarTool FDM provides a comprehensive workbench of utilities that may be used for application and system testing or conversion and recovery support. SERENA StarTool FDM enables users to perform many data management tasks, including locating and replacing data and data sets, automatically tracking changes to applications or systems, recreating lost source code, and diagnosing and mapping recovery strategies for file-related problems. SERENA StarTool FDM supports a multitude of data types including sequential, load libraries, VSAM, DB2, and IMS.

        SERENA StarTool DA Batch and CICS are dump management, distribution, analysis and diagnostic systems for both mainframe system and application "abends" or abnormal terminations. SERENA StarTool DA is able to display the failing instruction down to the source code level for both COBOL and Assembler Language and display the last transaction screen for CICS failures. SERENA StarTool DA reduces the time it takes to analyze code information for solving application abends in batch, CICS and DB2 applications.

        SERENA StarTool APM is a mainframe performance measurement and analysis system that helps to resolve OS/390 job performance issues, whether those jobs are applications, subsystems or tasks. SERENA StarTool APM provides performance statistics and allows developers to tune specific areas of an application.

        SERENA StarTool IOO is an integrated optimization system that automatically tunes the major components of OS/390's I/O processing functions to achieve throughput improvements both in batch and on-line. By using SERENA StarTool IOO, customers have been able to reduce job turnaround time.

        SERENA StarTool ATD is an application testing and debugging product that shortens the time for mainframe development testing and application deployment. SERENA StarTool ATD allows developers to debug program logic in real-time execution.

        SERENA StarTool RB VSAM is a backup utility for Virtual Storage Access Method (VSAM) data. SERENA StarTool RB VSAM detects VSAM changes at the record level and has the ability to back up only those records that have changed. If VSAM data needs to be restored, SERENA StarTool RB VSAM provides a simple-to-use function to restore those changes to the desired state. SERENA StarTool RB VSAM improves efficiency by reducing the time and resources it takes to backup and restore VSAM data.

Products Under Development

        SERENA continues to execute on its vision of managing change to enterprise applications from a single point of control by enhancing existing products and releasing new products based on market requirements. SERENA is focused on improving the functionality and usability of our products, expanding our integration among third party products, and increasing the integration among our suites and product families so customers can more readily access the quality, speed and cost advantages of our Enterprise Change Management solutions.

        One of the cornerstones of SERENA's Enterprise Change Management advantage today is its support of the broad range of platforms prevalent in large enterprises. In customer briefings, SERENA learned of that a number of its large customers were implementing or seriously considering implementing LINUX running on IBM's eServer zSeries mainframe computers. This is often in conjunction with an effort to cut total cost of ownership of its hardware server farms by consolidating them on the mainframe. In January 2002, SERENA announced support for LINUX running on IBM's eServer zSeries mainframe computers.

        As the mainframe workforce ages, the resulting shortage of skilled mainframe development resources and the drive to reduce expenses has caused many large enterprises to consider having mainframe applications developed on easier to use and less expensive graphical interfaces of distributed integrated development environments. Two problems have impeded this trend, 1) it is costly, time consuming and

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error prone to transfer the files from the mainframe to the desktop, and 2) application change integrity is compromised as these changes could only be made outside of prudent SCM control. To address these problems, in November 2001, SERENA announced SERENA ChangeMan ZDD for zSeries desktop development. SERENA ChangeMan ZDD allows desktop developers working in their chosen graphical IDE to develop mainframe application code under control of SERENA ChangeMan ZMF. The mainframe files are available through Windows Explorer and remain on the mainframe eliminating costly file transfer issues. SERENA ChangeMan ZDD became generally available in February 2002.

        SERENA's strategy is to integrate its SERENA ChangeMan and SERENA StarTool product families to provide a higher level of automation, quality and productivity improvements for customers who purchase our entire solution. Having access to the change history and the relevant source or load modules contained in our SERENA ChangeMan product family is critical to the fault analysis, application performance management, application testing and debugging and file and data management functions performed by our SERENA StarTool product family. SERENA is enhancing both our SERENA ChangeMan and SERENA StarTool product families to provide this integration. The releases containing this integration can be expected throughout 2002.

        SERENA may be unable, for technological or other reasons, to develop and introduce these products in a timely manner. Any failure by us to successfully develop, market, sell and support distributed systems products would have a material adverse effect on our business, operating results and financial condition. See "Factors That May Affect Future Results—Our Introduction of SERENA SCM Products for Distributed Systems May Not Be Successful" and "We May Experience Delays in Developing Our Products Which Could Adversely Affect Our Business."

Technology

        SERENA has a number of core technologies that provide the ability to enhance and develop products rapidly and reliably. These technologies fall into two broad categories: development tools and technology infrastructure.

        The major development tool used in developing SERENA's distributed products is a fourth generation Rapid Application Development (RAD) tool developed entirely in pure Java. This object oriented integrated development environment provides developers with libraries of objects which represent process, workflow and change management primitives from which existing products can be enhanced and new products can be developed. This tool allows the building of reusable components that can then be shared amongst the product suite. The technology works as a multi-tier client server architecture mirroring the applications that it generates. One key feature of the technology is its ability to allow development for multiple target platforms from one single code base. Each of our distributed systems products were developed using this tool.

        We use our own product to manage changes within our own application development life cycle. On the mainframe and the distributed platforms the SERENA ChangeMan family is used extensively to develop the products. SERENA's testing and fault analysis tools are used to diagnose errors and provide test coverage. Where third party tools are used, these are integrated with the SERENA development tools to ensure optimal productivity.

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        Our inventory of change management components is extensive and allows for the rapid development of products. Some of these key infrastructure components are:

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The SERNET™ technologies are mainframe and distributed components that are proven and reliable and already part of many of the mainframe products. SERNET provides a broad platform for customers and third parties to integrate into SERENA's technology base. These interfaces which are provided natively and with language specific "wrappers', such as Java, C++ etc., facilitate integration of vended and home grown solutions into the multi-platform and distributed world of software change management.



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Platform agent technology is at the heart of the distributed systems technology to deal with the complexities of multi-platform, multi-vendor implementations of a development environment. This technology provides for small footprint applications to run on a wide variety of platforms and to transfer artifacts under change management control. This enables complex architectures to be implemented quickly and simply. Some of the key features of this technology are facilities designed to minimize the network traffic by detecting if the data being transferred is already at the target site and the sophisticated routing capability designed to ensure that the change management system continues to function even if there is a break in the network routes available.



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A comparison engine detecting differences and tracking changes as small as individual bit values. This technology enables customers to compare extremely large volumes of data rapidly from a diverse set of sources including databases, indexed files and flat file structures. Parts of this technology are a key component of all of SERENA's products.



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A merge engine processing changes made to the same source code program by different development teams that enables parallel development teams to apply changes to an application concurrently, while determining whether the changes are compatible. This technology is a key component of both our mainframe and distributed systems SCM products.



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A fingerprinting technology enabling application or system changes to be detected with a high level of granularity by reducing each data file in a system to a unique token or "fingerprint" which changes if any bit is altered. Fingerprinting allows programmers and systems managers to quickly determine which changes have led to operational errors, thereby facilitating timely problem detection and resolution. Substantially all of SERENA's products use this technology. It is a critical component in detecting tampering of artifacts that may have occurred outside of the Change Management tool.



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An object library designed with function in mind so that process can be separated from presentation. This enables platform specific interfaces to be developed while retaining the process logic. These libraries allow for code re-use and enable customers to develop their own inventories containing proven, tested and reliable codes, thereby facilitating the rapid development and deployment of products to the distributed platforms.



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Extended SCC definition has been provided for the change management tools which allows IDE vendors who have support for the version control standard interface (SCC) to extend that to Change Management capabilities. This introduces process oriented features which take version control to the next stage.

Research and Development

        SERENA believes that the ability to introduce new and enhanced products to customers will be a key factor for future success. As part of our efforts to generate ideas for enhancing our existing products and for developing new ones, we maintain an ongoing dialogue with our customers who are continually facing new SCM challenges in their evolving IT environments. SERENA has devoted and expects to continue to

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devote significant resources to developing new and enhanced products, particularly distributed systems products and other initiatives aimed at the Web.

        Most of our technical personnel have been employed by SERENA for a substantial length of time and their significant knowledge base contributes to SERENA's ability to understand and address customers' SCM requirements. We believe that attracting and retaining talented software developers who understand the customers' problems is an important component of product development activities. We encourage our developers to assume responsibility for the design and delivery of our products through our product authorship incentive program that rewards our developers with incentives based on the market success of the applications they design, write, market and support. Competition for developers is intense and any failure by us to continue to attract and retain qualified personnel could have a material adverse effect on our business, operating results and financial condition. See "Factors That May Affect Future Results—We May Not Be Able to Recruit and Retain the Personnel We Need to Succeed."

        SERENA's research and development expenses were $6.8 million, $10.1 million and $13.3 million in fiscal 2000, 2001 and 2002, representing 9%, 10% and 13% of total revenues, respectively. We expect research and development expenses will continue to increase as we hire additional research and development personnel to enhance and develop our distributed systems product suite. See "Management's Discussion and Analysis of Financial Condition and Results of Operations."

        We believe that our ability to develop and introduce enhancements to our products and new products on a timely basis is a key success factor. We expect that we will have to respond quickly to rapid technological change, changing customer needs, frequent new product introductions and evolving industry standards that may render existing products and services obsolete. SERENA has in the past devoted and expects in the future to continue to devote a significant amount of resources to developing new and enhanced products. We currently have a number of product development initiatives underway. There can be no assurance that any enhanced products, new products or product suites will be embraced by existing or new customers. The failure of these products to achieve market acceptance could have a material adverse effect on our business, operating results and financial condition. See "Factors That May Affect Future Results—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."

Professional Services and Customer Support

        Our services group provides technical consulting, education, customer support and product maintenance to help customers maximize the utilization of SERENA's products.

        Consulting.    SERENA provides a comprehensive range of consulting services to our customers. Our consultants review customers' existing IT systems and applications and make recommendations for changing those systems and applications and customizing SERENA's SCM products so that customers can fully realize their benefits. In addition to helping customers customize, install and deploy our software products, our consulting services may also include process reengineering and developing interfaces with customers' databases, third party proprietary software repositories or programming languages.

        We also offer customers more specialized consulting services. These specialized consulting services include our Best Practices Consulting Services, which provide customers with expertise and assistance in defining and developing a best practice change and configuration management architecture and in identifying corresponding products, methods and procedures. SERENA's consulting services are typically billed on a time and materials basis.

        Education.    We offer hands-on training courses for the implementation and administration of our products. Product training is provided on a periodic basis at our headquarters in San Mateo, California, at our offices in London and also at customer sites throughout the United States and Europe. We also offer custom course development for certain of our products. We bill our education services on a per class basis.

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        Customer Support and Product Maintenance.    We have a staff of customer service personnel who provide technical support to customers. We offer technical support services 24 hours a day, seven days a week via our Internet site, toll free telephone lines, electronic mail, bulletin board service and facsimile lines. Customers are notified about the availability of regular maintenance and enhancement releases via Internet-based electronic mail. Initial mainframe product license fees include one year of product software maintenance and support. Thereafter, customers are entitled to receive software updates, maintenance releases and technical support for an annual maintenance fee equivalent to approximately 17% to 18% of the current list price of the licensed product.

Sales and Marketing

        In North America, the United Kingdom, Germany, France, and the Benelux region we market our software primarily through our direct sales organization. Our direct sales force works closely with customers to understand and address their ECM needs. SERENA's North American sales organization includes personnel in the metropolitan areas of Boston, Chicago, Los Angeles, New York, Sacramento, San Francisco, Dallas, Atlanta and Toronto.

        In addition to our direct sales and telesales efforts, we have established relationships with distributors and resellers located in North America, Spain, Italy, Latin America, Belgium, Hong Kong, Israel, Australia, Japan, Korea and South Africa. These distributors and resellers market and sell our software as well as provide technical support, educational and consulting services.

        We market our products through seminars, industry conferences, trade shows, advertising, direct marketing efforts and our Internet site. In addition, we have developed programs that promote an active exchange of information between us and our existing customers. These programs include customer meetings with our senior management at our Executive Briefing Center and focus group meetings with customers to evaluate product positioning. We plan to continue to expand our marketing organization to broaden our market presence.

Competition

        The market for our products and services is highly competitive and diverse. The technology for ECM products may change rapidly. New products are frequently introduced and existing products are continually enhanced. Competitors vary in size and in the scope and breadth of the products and services that they offer. Many of our current and potential competitors have greater financial, technical, marketing and other resources than we have. As a result, they may be able to respond more quickly to new or emerging technologies and changes in customer requirements. They may also be able to devote greater resources to the development, promotion and sale of their products than we can. We may not be able to compete successfully against current and future competitors. See "Factors That May Affect Future Results—SERENA Is Subject to Intense Competition in the SCM Industry and We Expect to Face Increased Competition in the Future, Including Competition in the SCM Distributed Systems Market."

        Competition.    We currently face competition from a number of sources, including:

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Customers' internal IT departments



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Providers of ECM or SCM products that compete directly with the SERENA ChangeMan product family such as Computer Associates, Rational Software, MERANT, IBM and smaller private companies



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Providers of mainframe application availability products that compete directly with SERENA Comparex and the SERENA StarTool product family such as Compuware, IBM, Computer Associates and smaller private companies

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        Successful Penetration of the Distributed Systems SCM Market.    We face significant competition as we develop, market and sell our distributed systems products, including SERENA ChangeMan DS, SERENA ChangeMan ALM and SERENA ChangeMan WCM. If we are unable to successfully penetrate the distributed systems SCM market, our business and future quarterly and annual operating results will be materially adversely affected. Penetrating the existing distributed systems SCM market will be difficult. Competitors in the distributed systems market include Rational Software, Computer Associates, MERANT, Microsoft, Interwoven, Documentum, and other smaller private companies.

        Future Competition.    We may face competition in the future from established companies who have not previously entered the ECM or SCM markets or from emerging software companies. Barriers to entry in the software market are relatively low. Increased competition may materially adversely affect our business and future quarterly and annual operating results due to price reductions, reduced gross margins and reduction in market share. Established companies may not only develop their own SCM solutions, but they may also acquire or establish cooperative relationships with our current competitors, including cooperative relationships between large, established companies and smaller private companies. Because larger companies have significant financial and organizational resources available, they may be able to quickly penetrate the ECM or SCM markets through acquisitions or strategic relationships and may be able to leverage the technology and expertise of smaller companies and develop successful ECM or SCM products. We expect that the software industry, in general, and providers of ECM or SCM solutions, in particular, will continue to consolidate. It is possible that new competitors or alliances among competitors may emerge and rapidly acquire significant market share.

        Bundling or Compatibility Risks.    Our ability to sell our products also depends, in part, on the compatibility of our products with other third party products, particularly those provided by IBM. Developers of these third party products may change their products so that they will no longer be compatible with our products. These third party developers may also decide to bundle their products with other ECM or SCM products for promotional purposes. If that were to happen, our business and future quarterly and annual operating results might be materially adversely affected as we may be priced out of the market or no longer be able to offer commercially viable products.

Intellectual Property

        Our success will be heavily dependent upon proprietary technology. We rely primarily on a combination of patent, copyright and trademark laws, trade secrets, confidentiality procedures and contractual provisions to protect our proprietary rights. Such laws, procedures and contracts provide only limited protection. We submitted four patent applications for our technology in calendar 1998, four more in calendar 1999, none in calendar 2000 and 1 in calendar 2001. One of these patents was issued in calendar 2001. Other applications are still pending and may never be issued. Even if these patents are issued, they may not provide sufficiently broad protection or they may not prove enforceable in actions against alleged infringors. Despite the precautions that we take, it may be possible for unauthorized third parties to copy aspects of our current or future products or to obtain and use information that we regard as proprietary. In particular, we may provide our licensees with access to our data model and other proprietary information underlying our licensed applications. Such means of protecting our proprietary rights may not be adequate. Additionally, our competitors may independently develop similar or superior technology. Policing unauthorized use of software is difficult and some foreign laws do not protect SERENA's proprietary rights to the same extent as United States laws. Litigation may be necessary in the future to enforce our intellectual property rights, to protect our trade secrets or to determine the validity and scope of the proprietary rights of others. Litigation could result in substantial costs and diversion of SERENA's resources and could materially adversely affect our business, operating results, and financial condition.

        Third parties may claim that our current or future products infringe their proprietary rights. See "Factors That May Affect Future Results—Third Parties in the Future Could Assert That Our Products Infringe Their Intellectual Property Rights, Which Could Adversely Affect Our Business." We may receive

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claims in the future and any such claims could affect our relationships with existing customers and may prevent future customers from licensing our products. Because we are dependent upon a limited number of products, any such claims, with or without merit, could be time consuming, result in costly litigation, cause product shipment delays or require us to enter into royalty or licensing agreements. Royalty or license agreements may not be available on acceptable terms or at all. We expect that software product developers will increasingly be subject to infringement claims as the number of products and competitors in the software industry segment grows and the functionality of products in different industry segments overlaps. As a result of these factors, infringement claims could materially adversely affect our business, operating results and financial condition.

Employees

        As of January 31, 2002, SERENA had 320 full-time employees, 68 of whom were engaged in research and development, 134 in sales and marketing, 71 in consulting, education and customer and document support, and 48 in finance, administration and operations. Our future performance depends in significant part upon the continued service of our key technical, sales and senior management personnel. The loss of the services of one or more of our key employees could materially adversely affect our business, operating results and financial condition. Our future success also depends on our continuing ability to attract, train and retain highly qualified technical, sales and managerial personnel. Competition for such personnel is intense, and we may not be able to retain our key personnel in the future. None of our employees are represented by a labor union. We have not experienced any work stoppages and consider our relations with our employees to be good.

Item 2. Properties

        Our principal administrative, sales, marketing, consulting, education, customer support and research and development facilities are located at our headquarters in San Mateo, California. SERENA currently occupies an aggregate of approximately 27,000 square feet of office space in the San Mateo facility and 12,000 square feet of office space in the Woodland Hills facility under leases with terms running through March 2008 and April 2006, respectively. Management believes its current facilities will be adequate to meet SERENA's needs for at least the next twelve months. We believe that suitable additional facilities will be available in the future as needed on commercially reasonable terms.

        SERENA also leases office space for sales and marketing in Roseville, California; Addison, Texas; Salt Lake City and Orem, Utah; Scottsdale, Arizona; and New York City, and has subsidiaries in Canada, the United Kingdom, Germany, France and Belgium.

Item 3. Legal Proceedings

        Not applicable.

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

        Not applicable.

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Executive Officers and Directors of the Registrant

        The following table sets forth certain information with respect to the executive officers and directors of the Company as of March 31, 2002.

(a)

Member of Audit Committee

(b)

Member of Compensation Committee

(c)

Member of Nominating Committee

        Douglas D. Troxel is the founder of SERENA and has served on SERENA's Board of Directors since April 1980, and resigned his Chairmanship in September 2001. He has also served as SERENA's Chief Technology Officer since April 1997. From June 1980 to April 1997, Mr. Troxel served as the President and Chief Executive Officer of SERENA. Mr. Troxel holds a B.S. in mathematics from Iowa State University.

        Mark E. Woodward has served as a member of SERENA's Board of Directors since June 2000 and as President, Chief Executive Officer since May 2000. Mr. Woodward also served as SERENA's Vice President, Worldwide Operations from February 2000 to May 2000 and as Vice President, Sales from November 1998 to February 2000. From August 1997 until November 1998, Mr. Woodward was Senior Vice President, Sales for Live Picture, Inc., a developer of Internet imaging technology. From August 1995 until August 1997, Mr. Woodward was Vice President, Sales for McAfee Associates, a network management firm. From March 1989 until August 1995, Mr. Woodward was Vice President, Sales for Legent, Inc., a developer of SCM products.

        L. Evan Ellis, Jr. has served as SERENA's Senior Vice President of Worldwide Operations since joining the Company in June 2001. Prior to joining SERENA in June 2001, Mr. Ellis was Vice President of Sales for the Americas at Brocade Communications, Inc. Mr. Ellis brings over 23 years of sales and marketing experience, including 12 years at IBM and 9 years at Silicon Graphics, Inc. At SGI, Mr. Ellis was the Senior Vice President, Americas Field Operations. Mr. Ellis also served as President and Chief Operating Officer at CyberSource Corporation.

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        Kevin C. Parker has served as SERENA's Vice President, Research and Development since November 1998. From October 1997 until November 1998, Mr. Parker served as SERENA's Director of Technology Development. From November 1995 until April 1997, Mr. Parker was Director of Product Development for Command Technology Corporation, a developer of mainframe-style programmer's tools. From November 1989 until November 1995, Mr. Parker was Managing Director of IT Independent Training Limited, a developer of software training products.

        Robert I. Pender, Jr. has served as a member of SERENA's Board of Directors since June 2000 and as SERENA's Vice President, Finance and Administration, Chief Financial Officer since December 1997. From December 1996 until August 1997, Mr. Pender was Vice President, Finance of Mosaix, Inc., a customer interaction software company. From April 1993 until December 1996, Mr. Pender served in a variety of positions, most recently as Chief Financial Officer, with ViewStar Corporation, a client/server workflow software company that was acquired by Mosaix, Inc. in December 1996. Mr. Pender holds a B.A. in accounting from Baylor University and a M.S. in financial planning and tax from Golden Gate University.

        Anthony G. Stayner has served as SERENA's Vice President, Marketing since April 1999. From June 1998 until March 1999, Mr. Stayner served as SERENA's Vice President, Services. From February 1996 until January 1998, Mr. Stayner was Director of Product Marketing, Services Business Unit for Network Associates, Inc., a network security and performance management company. From November 1994 until February 1996, Mr. Stayner was the Principal for Stayner & Associates, a marketing and management consulting services firm. From March 1992 until November 1994, Mr. Stayner was the Vice President of Marketing for Common Ground Software, a developer of software for the distribution of electronic documents across multiple platforms. Mr. Stayner holds a B.A. in economics and mathematics from the University of California, Davis, a J.D. from the University of California, Berkeley and a M.B.A. from Stanford University.

        Vita A. Strimaitis has served as SERENA's Vice President, General Counsel and Assistant Secretary since July 1997 and was appointed Secretary in November of 2000. Ms. Strimaitis also served as SERENA's Director of Licensing from September 1996 until July 1997. From April 1995 until February 1996, Ms. Strimaitis was Vice President and General Counsel for Financial Benefit Group, an annuity insurance company. From August 1994 until April 1995, Ms. Strimaitis was a Senior Corporate Attorney for Uniforce Staffing Services, a professional services resources company. From June 1986 until January 1993, Ms. Strimaitis was Assistant General Counsel and Corporate Secretary for Pioneer Financial Services, Inc., an insurance holding company. Ms. Strimaitis holds a B.A. in political science and psychology from Loyola University and a J.D. from Northern Illinois University College of Law.

        Alan H. Hunt has served as a member of SERENA's Board of Directors since February 1998 and as the Chairman of SERENA's Board of Directors since September 2001. From October 1995 to January 1998, Mr. Hunt was the President and Chief Executive Officer and a member of the Board of Directors of Peregrine Systems, Inc., a provider of infrastructure management software solutions. From July 1994 until November 1995, Mr. Hunt was President and Chief Executive Officer and a member of the Board of Directors of XVT Software Inc., a development tools software company. From March 1991 until May 1994, Mr. Hunt was Senior Vice President of Sales and Marketing (North America) for BMC Software, Inc., a vendor of software system utilities for IBM mainframe computing environments. Mr. Hunt holds a B.S. in business administration and industrial management from San Jose State College.

        Jerry T. Ungerman has served as a member of SERENA's Board of Directors since December 1998. Mr. Ungerman is President of Check Point Software Technologies Ltd., a developer of computer network security access software. From July 1971 to October 1998, Mr. Ungerman was the Executive Vice President of Operations of Hitachi Data Systems Corp., a provider of computer networking and data storage solutions for computing environments. Mr. Ungerman holds a B.S.B. in Business from the University of Minnesota.

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        J. Hallam Dawson has served as a member of SERENA's Board of Directors since December 2001. Mr. Dawson is Chairman of IDI Associates, a private Latin American investment bank. Previously, Mr. Dawson served as Executive Vice President and then President of Crocker National Bank and in various commercial lending and international banking positions at The First National Bank of Chicago. Mr. Dawson is also a Director of Autodesk, Inc., a design software and digital content company, and Chinatrust Bank (USA). Mr. Dawson holds a B.A. in economics from Vanderbilt University and an M.B.A. from Harvard University.

        Gregory J. Owens has served as a member of SERENA's Board of Directors since March 2002. Mr. Owens currently serves as Chairman, President and Chief Executive Officer of Manugistics Group, Inc., a global provider of solutions for supply chain management. Prior to joining Manugistics, Mr. Owens served as Managing Partner for Logistics and Planning, as well as Managing Partner of Global Supply Chain Management, at Andersen Consulting (Accenture). Mr. Owens holds a B.S. in industrial management from the Georgia Institute of Technology.

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PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters

        The Company's Common Stock has been traded on the Nasdaq National Market under the trading symbol "SRNA" since the Company's initial public offering in February 1999. Prior to February 1999, there was no established public trading market for the Company's Common Stock.

        As of March 31, 2002, the Company had issued and outstanding 40,300,749 shares of its Common Stock held by 67 stockholders of record.

        The following table sets forth the range of high and low closing sales prices for each period indicated, adjusted for the three-for-two stock split effective March 21, 2000.

        The market price of the Company's Common Stock could be subject to significant fluctuations in the future based on a number of factors, including changes in estimates of our financial performance; shortfalls in revenues or net income from revenues or net income expected by securities analysts; announcements of new products by the Company or its competitors; quarterly fluctuations in the Company's financial results or the results of other software companies, including those of direct competitors of the Company; changes in analysts' estimates of the Company's financial performance, the financial performance of competitors, or the financial performance of software companies in general; general conditions in the software industry; changes in prices for the Company's products or competitors' products; changes in revenue growth rates for the Company or its competitors; conditions in the financial markets; general market or economic conditions; the gain or loss of a significant customer or strategic relationship; changes in recommendations from securities analysts regarding us, our industry or our customers' industries; announcements of technological or competitive developments; and acquisitions or entry into strategic alliances by us or our competitors. In addition, the stock market may from time to time experience extreme price and volume fluctuations, which particularly affect the market price for the securities of many technology companies and which have often been unrelated to the operating performance of the specific companies. There can be no assurance that the market price of the Company's Common Stock will not experience significant fluctuations in the future. See "Factors That May Affect Future Results—Our Share Price Has Been, and Will Likely Continue to Be, Volatile."

Dividend Policy

        The Company has never declared or paid cash dividends on its capital stock. The Company currently expects to retain future earnings, if any, for use in the operation and expansion of its business and does not anticipate paying any cash dividends in the foreseeable future.

Recent Sales of Unregistered Securities

        Not applicable.

Use of Proceeds

        Not applicable.

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Item 6. Selected Consolidated Financial Data

        The selected historical data presented below are derived from the consolidated financial statements of SERENA Software, Inc. The selected consolidated financial data set forth below is qualified in its entirety by, and should be read in conjunction with, "Management's Discussion and Analysis of Financial Condition and Results of Operations," and the Consolidated Financial Statements of SERENA and notes thereto included elsewhere in this report.