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SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





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AMENDMENT NO. 1 TO


FORM 10-K/A





FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR


15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





(Mark One)





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




For the fiscal year ended January 31, 2002





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: 000-25829





PORTAL SOFTWARE, INC.


(Exact name of registrant as Specified in its Charter)





Delaware

77-0369737(State or Other Jurisdiction of Incorporation or Organization)

(I.R.S. Employer Identification No.)





10200 South De Anza Boulevard, Cupertino, California 95014


(Address of principal executive offices and Zip Code)





Registrants telephone number, including area code: (408) 572-2000





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





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 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 upon the closing sale price of the Common Stock on July 31, 2002 as reported on the NASDAQ National Market System, was approximately $70,215,986. This determination of affiliate status
is not necessarily a conclusive determination for other purposes. As of July 31, 2002, Registrant had outstanding 175,539,966 shares of Common Stock.





DOCUMENTS INCORPORATED BY REFERENCE





The Registrants
definitive Proxy Statement for the 2002 Annual Meeting of Stockholders is incorporated by reference in Part III of this Form 10-K/A to the extent stated herein.





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PORTAL SOFTWARE, INC.





FORM 10-K/A





FISCAL YEAR 2002





INDEX





PagePART IItem 1:

Business

3General Information

3Business Overview

3Portal Services

10Pricing

10Sales and Marketing

10Customers

11Research and Development

12Competition

12Intellectual Property

12Employees

13Item 2:

Properties

13Item 3:

Legal Proceedings

14Item 4:

Submission of Matters to a Vote of Security Holders

14PART IIItem 5:

Market for Registrants Common Equity and Related Stockholder Matters

17Item 6:

Selected Consolidated Financial Data

18Item 7:

Managements Discussion and Analysis of Financial Condition and Results of Operations

19Item 7A:

Quantitative and Qualitative Disclosures About Market Risk

45Item 8:

Financial Statements and Supplementary Data

46Item 9:

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

77PART IIIItem 10:

Directors and Executive Officers of the Registrant

77Item 11:

Executive Compensation

77Item 12:

Security Ownership of Certain Beneficial Owners and Management

77Item 13:

Certain Relationships and Related Transactions

77PART IVItem 14:

Exhibits, Financial Statement Schedules and Reports on Form 8-K

78Signatures

81




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PART I





ITEM 1.    BUSINESS





General Information





This report contains forward-looking statements that are not
historical facts but rather are based on current expectations, estimates, projections, beliefs and assumptions about our industry, our company, our business and prospects. Words such as anticipates, expects,
intends, plans, believes, seeks, estimates and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of
future performance and are subject to numerous risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the
forward-looking statements. These risks and uncertainties include those described in Risks Associated With Portals Business and Future Operating Results; Managements Discussion and Analysis of Financial Condition and
Results of Operations and elsewhere in this report. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect our managements view only as of the date of this report. We undertake no obligation
to update these statements or publicly release the results of any revisions to the forward-looking statements that we may make to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events.





References in this document to Portal, we, our and us refer to
Portal Software, Inc., a Delaware corporation, its predecessors and each of its subsidiaries. Portal, Infranet, Infranet Interconnect, Content Connector, the Portal logo, Infranet IPT, Infranet Cable and Real Time-No Limits are trademarks of Portal.
Each trademark, trade name or service mark of any other company appearing in this report belongs to its holder.





Business Overview





Portal develops, markets and supports customer management and
billing product-based solutions for communications and content service providers. Our products and services are used by communications providers to support voice, data, video and content services across wireless, wireline, cable and satellite
networks. Our real time, convergent Infranet ® platform enables our customers to rapidly define,
deploy and bill for services with flexible business models. Infranet enables the real time provisioning and reporting of services, including such functions as account creation, user authentication and authorization, activity tracking, pricing and
rating, billing and customer service, including self-service, all on a scale of up to millions of users. Service offerings supported by Infranet include wireless services; cable and satellite services; broadband and Internet services, such as DSL;
and next generation services, such as unified messaging, gaming and electronic content delivery. Infranet is the foundation for our comprehensive software and services offerings. It is a standard software platform built on an open architecture that
can be easily integrated with other business system components. While Infranet is designed to meet the needs of the next generation communications markets and services, it can be enhanced with a full suite of prebuilt modules for specific industry
segments, including wireless, wireline, cable, ISP and Internet telephony. Portal believes that this product-based solution provides customers with superior total cost of ownership. Our customers range from emerging small companies offering an
innovative service to a small number of subscribers to large telecommunications carriers with millions of subscribers.





Industry
Background





The communications industry is dramatically changing due to rapid advancements in Internet,
broadband and wireless technologies and an increasingly competitive and uncertain business environment. Wireless devices transmit voice and text messages between users around the globe. Satellite networks broadcast television and Internet access to
previously unreachable geographies. Broadband providers deliver videoconferencing to enterprises wanting to keep key personnel close to home. Today, voice, data, commerce and content are flowing simultaneously over multiple networks, giving users
access to the most relevant information and entertainment




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on the most appropriate device. As many mobile voice, cable television and Internet access services become more mature or commoditized, the providers of these services are focusing on developing
premium and value added services in order to increase revenue from their customers. To differentiate themselves and create new revenue opportunities, service providers are experimenting with a multitude of new services, price plans and business
models. To do this quickly and efficiently, they need a fully convergent business system, such as Infranet, that is easy to modify and maintain, is technology independent and can scale to support millions of customers. Furthermore, service providers
must increasingly seek to reduce their operating expenses, including the costs of implementing and operating their systems and services.





The traditional customer management and billing (CM&B) systems of communications companies were typically designed to service one particular type and size of service providersuch as a large, traditional
national or regional carrier, or a small competitive cellular telephone providerand to interface with and process data from the specific equipment and technologies used in a single network or for a particular service, such as circuit switched
wireline telephone, cellular telephones or cable television networks. These traditional CM&B solutions can generally be characterized as (1) inflexible, (2) capable only of periodic or batch-oriented processing, (3) proprietary,
(4) centralized and (5) difficult to evolve to meet the complex requirements of providers of new wireless and Internet-based services. As a result, such CM&B solutions are often not able to address one of the most fundamental requirements facing
providers of communication and content services: minimizing the time to market for new products and services. Moreover, because such traditional systems have generally been highly customized, changes to increase the functionality or features of the
system or to introduce new services typically require extensive professional consulting services, resulting in ongoing expenses and a high total cost of ownership.





The Portal Software Strategy





Our strategy is to establish
ourselves as the business platform of choice for communication and content service providers. Key elements of this strategy are:





Modular, Extensible Software Platform.Portal has focused on the development of a modular, off-the-shelf software platform that can address the rapidly changing, highly flexible and complex requirements
of evolving communications networks and service offerings and that can provide a superior total cost of ownership. Our extensible platform provides a framework for integration with a wide variety of other business systems and a foundation for the
development of market-specific solutions. Although there are unique aspects to every service, most share the same underlying business infrastructure requirements, such as transactional security, financial security and ability to be rapidly deployed.
Rather than provide a highly customized solution to every customer, our platform strategy enables Portal to provide every customer with the same basic product, which, in contrast to customized one off solutions, creates a future support
and upgrade path to all its customers. Moreover, this approach enables Portal to translate its experience across a wide variety of markets and leverage its research and development efforts into improvements to the platform that can in turn benefit a
broad range of our existing and potential customers. To meet the unique requirements of specific markets and industries, our platform has been designed to enable Portal and its partners to develop specific solutions that integrate with the core
platform to address those unique and evolving requirements. For example, there are modules for our Infranet platform specifically designed for providers of wireless data services, Internet telephony and cable broadband, to name a few. Portal
believes that this approach facilitates the rapid development of unique solutions to address new services without the need for Portal, its system integration partners or customers to build an entirely new infrastructure to support each service.





Leverage Partnerships and Alliances with Systems Integrators and with Platform, Software and Network Equipment
Providers.Portal has established a series of partnerships and alliances with systems integrators, such as Accenture, Cap Gemini Ernst & Young, KPMG and PricewaterhouseCoopers, and hardware platform, software and
services providers, such as Cisco, Hewlett-Packard, IBM, Microsoft, Siebel and Sun Microsystems,




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and has established OEM relationships with Logica, Nokia and others. Portal works with best of breed partners to associate Infranet with market-leading technologies and
products. Through this network of partners, Portal can offer customers a large set of complete market-specific solutions using third-party components and technology that perform complementary functions such as taxation or payment processing. In
addition, more than 2,500 system integrator professionals have been trained to implement Infranet and integrate Infranet with customers existing legacy systems. These partners and alliances also provide a global extension of Portals
direct sales force and are a significant source of leads and referrals.





Grow with Customers and The
Markets.While initial sales to customers are often significant, Portals strategy is to maximize its available opportunities for long-term revenue growth by targeting service providers it believes have excellent
growth prospects and capitalizing on additional sales and professional service opportunities with its customers. Portals subsequent revenue growth can then occur through the addition of subscribers, add-on component sales, additional sales for
other users by or to other divisions of an existing customer, performance of a wide variety of professional services and maintenance and support agreements. In turn, Portal intends to continue to evolve and refine its business to track the growth of
evolving communication and content services, so that as these services proliferate, Portals market and growth opportunities can also increase.





Infranet Software Platform





Portals core product, Infranet, is specifically designed
to meet the complex, mission-critical provisioning, accounting, reporting and marketing needs of providers of communication and content services. Portals Infranet software is a modular extensible platform that enables service providers to
swiftly define, price, and bill for an unlimited number of convergent services. Because Infranet can be deployed in a modular fashion, it enables co-existence between legacy billing systems and new convergent services. In this way, enterprises can
protect their existing technology investments while making a well-planned shift to Infranet.





In fiscal year 2002
Portal introduced the latest version of its product, Infranet 6.2, with significantly enhanced functionality and performance. Infranet 6.2 is a fully convergent billing platform supporting voice, data, video and content services over wireline,
wireless, cable and satellite networks. Infranet 6.2 supports innovative billing options, including postpaid, prepaid, pre-billed and other models. The Infranet platforms rating technology allows providers to choose either transactional real
time or high-speed batch processing.





Portal also introduced during fiscal year 2002 several new optional Infranet
modules and solutions designed to meet the needs of specific industry or usage requirements, such as Infranet Wireless, a solution for mobile operators that is capable of supporting on a single platform prepaid and postpaid wireless voice, data and
content services over the major types of mobile wireless networks; Infranet Content Connector for connecting content providers with communication service providers; Infranet Cable and Satellite for digital TV, pay-per-view, video on demand,
interactive TV, high-speed data, content, telephony and other services; and Infranet Interconnect for billing of traffic between communication service providers.





Business Benefits





Infranet is designed to enable service
providers to capture the business benefits of increased revenues, reduced costs and improved customer service through its ability to manage customers and the billing of services.





Increased Revenues.By helping to accelerate the time to market for new services, Infranet enables service providers to offer a variety of
services quickly and to bundle and price these services in an optimal manner. Infranet enables services to be activated immediately when ordered by a subscriber, so that the service provider can immediately begin to collect revenue. Subscriber
activity can then be monitored in real time, which allows the service provider to promote the consumption of more services through such means as targeted offers or increased credit limits. In addition, Infranet enables a service provider to analyze
and mine subscribers service usage data in real time, which can in turn be used to measure the success of marketing and targeting efforts and




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to identify new opportunities for subscriber revenue. Using Infranets data analysis features, a service provider can quickly determine which offerings are not successful and easily
make appropriate adjustments. For example, an unsuccessful pricing offer can quickly be terminated or tuned for better subscriber response. Finally, increased billing accuracy reduces the incidence of uncollected revenue and fraud.





Reduced Costs.    Infranet is designed to be an off-the-shelf product-based solution that minimizes
the service providers software implementation, maintenance and subscriber servicing costs. Through the immediate validation of subscriber data and verification of credit, Infranet reduces the need for data correction and the incidence of
credit problems. In addition, subscribers can access their billing and service information directly, which reduces the degree of costly person-to-person service required to satisfy the subscriber. Real time monitoring and authentication
substantially reduce the opportunities for fraud by ensuring that access to the service providers network is granted only if the user has been properly verified. Infranets monitoring and data analysis capabilities can help the service
provider pinpoint unprofitable offerings or identify a degree of usage that justifies volume purchases of specific resources such as high-speed data circuits at a lower cost.





Improved Customer Service.Infranet enables service providers to offer improved billing accuracy, enhanced customer service quality and
responsiveness to their subscribers. Using Infranet, service providers can easily tailor their offerings on a bundled or unbundled basis, substantially increasing customer choice without incurring additional costs. Up-to-the-minute account balances
and status information can be made available to users on a 24x7 basis, either over the Internet or via customer service representatives. Potential customer account issues can be identified and resolved quickly, since there is no need to wait for
regular billing cycles to expose these issues. Infranets real time capability enhances responsiveness to subscribers needs, which can help reduce subscriber churn, or turnover.





Managing the Customer Life Cycle





The process of managing and billing customers involves a series of actions beginning with account creation through billing and post transaction reporting. Portal refers to these stages of customer
interaction as the customer life cycle. Infranet integrates the functionality for each stage of the customer life cycle with a customer database and a coordinated set of modular features and functions. The database acts as the repository
for all data collected during each stage of the customer life cycle as follows:





Account Creation and Service
Provisioning.Infranet supports a variety of registration standards and has all of the features necessary to register subscribers quickly. The Infranet registration process collects the data needed to provision and bill
the subscriber for services, while also allowing service providers to collect additional subscriber profile information they may desire. As the data is collected and verified, Infranet creates customer accounts and activates the selected services.





Authentication and Authorization.Infranet authenticates users, checks account
status and authorizes access to individual services. Infranet can also check for duplicate user sessions and available credit or resources, enabling service providers to more effectively detect and prevent fraud and bad debt.





Activity Tracking.By recording events in its customer database, Infranet gives service providers
the ability to build a detailed picture of individual customer behavior, either currently or historically. This also provides an audit trail of customer usage to resolve disputes that may subsequently arise.





Rating/Pricing.Infranet offers a powerful and flexible rating engine, which enables service
providers to create a wide variety of pricing plans for a broad array of services. Infranet can price any tracked event as it occurs, so that customers and service representatives have real time access to account balances and available credit.
Infranets rating engine supports multiple resource balances and limits, such as cash balances, free hours of usage, megabytes of server storage or any other resource defined by the service provider. The rating of a single event can update any
or all existing balances. Infranet can perform rating in real time or batch processing modes.




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Billing and Accounts Receivable.Infranets
billing and payment functions have been designed for flexibility from the ground up. Billing cycles can be any multiple of a month and can begin on any day of the month. Because of Infranets real time capability, accounts can be accurately
closed at the end of the billing cycle, irrespective of when the billing process actually takes place. Infranet also supports multiple currencies and payment in real time, through interfaces with credit card processing systems such as Paymentech and
Bertelsmann, or by invoice. A modular payment interface lets customers integrate additional payment methods and a general ledger interface lets service providers allocate journal entries using a general ledger code. Infranet supports both open item
and balance forward accounting.





Customer Management.Customer service
representatives can access customer data through an intuitive, graphical user interface. Infranet organizes customer information into a variety of standard screens, which can also be readily modified or configured. Service representatives can:





| | · |  | create, search and modify customer accounts;
| | - |  | --------------------------------------------




| | · |  | view activity, balances and invoices;
| | - |  | -------------------------------------




| | · |  | perform billing operations; and
| | - |  | -------------------------------




| | · |  | view and modify the relationship of multiple users within an account.
| | - |  | ---------------------------------------------------------------------




Infranet enables providers to configure permissions and track customer service activity, ensuring a complete audit trail on each account. Infranet supplements these
capabilities with a browser-based interface that enables customers to view selected account information directly. This self-service feature increases customer convenience and can help reduce customer service costs.





Reporting.Using the data in the Infranet customer database, service providers can create reports that
provide business intelligence to operations, finance, sales and marketing personnel. Infranet includes a full set of customizable reports and also supports new report development.





Product Offerings





Infranet
Base Platform.Portals product line consists of the Infranet platform and a number of optional modules that extend the platform for specific market and customer needs. Optional modules include the following:





Operational Extensions





Infranet Brand Manager:Enables a host provider to create multiple brands, sometimes referred to as virtual or branded service
providers, within one installation of Infranet. To ensure brand data protection, Infranet uses a hierarchical security-based framework for segmenting each brand by its relevant system data, including accounts, pricing plans, services and reports.
Infranet will establish roles for all users, including the customer service representative, administrator and user and restricts access within a given role to information pertaining to the brands for which the user is authorized. A set of brand
management tools allows providers to create and maintain brand information and security.





Infranet
DNA:    This option is designed for customers requiring high availability and fault tolerance. Infranet DNA uses remote, limited scope satellite installations of Infranet to handle user authentication, service authorization
and event queuing. During normal operation, these satellites are updated in real time from the main database to allow for real time operation in the geographically distributed environments typical to many service providers. In the event the main
database is offline, the satellites allow the provider to maintain continuous operation so that customers are not denied access to services and revenue-generating events are not lost.





Infranet Multi-DB:    Enables the distribution of accounts across multiple databases in a single Infranet installation to support very large
subscriber counts and provide additional scalability.




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Functional Extensions





Infranet Interconnect:Supports automated interconnect billing of traffic between communication service
providers for a wide range of voice and data services. The system checks, interprets and aggregates event details and creates statements for interconnect events, including incoming, out-going and transit interconnect activities.





Infranet Content Connector:    Provides a scalable, secure and distributed billing interface that
links communications providers, content providers and value-added service providers and end users. Content Connector enables content partners to interface with the Infranet systems used by communications providers to gain access to the
authentication, authorization, accounting and revenue sharing capabilities of the Infranet platform.





Infranet
Provision:A standalone, workflow-enabled platform to provision services on the network element.





Service and Integration Modules





Infranet Cable &
Satellite:    Supports cable and satellite services including digital TV, pay-per-view, video on demand, interactive TV, high-speed data, content, telephony and other services.





Infranet GPRS Manager:Supports customer management and billing of GPRS access services. GPRS, or
general packet radio service, enables high speed data services to be provided over traditional mobile phone networks.





Infranet WAP Manager:    Provides an interface to WAP gateways to support billing and customer management of WAP enabled services. WAP, or Wireless Application Protocol, is a carrier-independent protocol to
enable data applications to be used via wireless data networks.





Infranet Email
Manager:Integrates Infranet with Sendmail to authenticate user login to email services and provide real time authorization of incoming emails.





Infranet RADIUS Manager:Enables real time authentication, authorization and accounting for IP access services through RADIUS-based
integration with terminal server hardware (RADIUS is a remote authentication function used by Internet service providers).





Infranet LDAP Manager:    Provides a real time interface to LDAP or Lightweight Directory Access Protocol directory systems.





Infranet IPT Manager:Provides fully integrated support for features needed by providers of Internet telephony services.





Infranet NetFlow Manager:Integrates Infranet with Cisco NetFlow to provide a solution for
flexible tracking, rating and billing of bandwidth usage.





Infranet EAI
Manager:Publishes Infranet business events and allows the provider to integrate Infranet with enterprise applications directly or using a connector from an Enterprise Application Integration middleware vendor.





Infranet Microsoft Exchange Connector:Supports customer management and billing
capabilities to service providers hosting Microsoft Exchange 2000. It enables real time provisioning of account and service information and contains hooks for usage-based billing.





Infranet Openwave MAG Connector:    Provides integration with Openwaves Mobile Access Gateway and OPM-ME provisioning manager products for
advanced billing capabilities for mobile applications with pricing models such as content- and URL-sensitive pricing.




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Infranet Payment Managers:    Provides an
out-of-the-box integration with Paymentech or Bertelsmann payment systems.





Infranet Taxation
Managers:    Provides an out-of-the-box integration with taxation software from Vertex, Taxware and Billsoft.





Resource Reservation Framework:    Provides the ability to perform multi-service pre-paid service out of the box.





Foreign Language Support





Portal provides localized
versions of Infranet in ten languages, consisting of English, traditional Chinese, simplified Chinese, French, German, Italian, Japanese, Korean, Portuguese and Spanish.





Infranet Technology





Portals software architecture consists of the Infranet platform, upon which market-specific functionality is layered using documented open APIs. This approach, designed from the start to use object-oriented programming
techniques, enables new processes and services to be readily incorporated, thus allowing an evolving multi-service model to be built without the need to change the underlying software foundations. Similarly, changes can be made in the object-based
platform without affecting the market specific functions. Portal designed Infranet to meet the critical functional requirements sought by service providers. These requirements include scalability, enterprise integration and interoperability,
comprehensive functionality and ease of use, flexibility and improved time to marketall operating on a real time basis.





Scalability and Reliability.Infranet runs on a wide range of systems, from a laptop computer to a large cluster of UNIX-based servers. Infranet has been designed to scale from hundreds to millions of
users through the incremental addition of servers. This capability allows a service provider to grow its business operating system infrastructure incrementally as its level of business grows without the need for architecture redesign or large-scale
system replacements. For example, new servers can be added without taking the system offline, eliminating costly downtime. By running Infranet on multiple servers, a service provider can reduce exposure to various types of failures, including
individual server failure, power failure and loss of physical facilities. Automatic load balancing features smooth out usage spikes and ensure high availability. Infranets object-to-relational data model is optimized for high performance
on-line transaction processing and high reliability.





Enterprise Integration and
Interoperability.Infranet has been designed with documented, open APIs that allow Portal, its customers, partners and third party software developers to integrate Infranet with existing applications and services requiring
minimal effort and programming overhead. This capability enables new services to be deployed quickly and efficiently while maintaining smooth interoperability with pre-established services. For example, a telecommunications carrier might use
Infranet to add Internet-related services, which then appear on a subscribers monthly telephone bill. Infranet runs on server operating systems from Hewlett-Packard, IBM, Microsoft and Sun Microsystems and utilizes database software from
Microsoft and Oracle. Infranet also can be readily integrated with a variety of packaged software applications, such as help desk, accounting, taxation and payment systems.





Comprehensive Functionality and Ease of Use.Portal has drawn on its own experiences to develop a comprehensive suite of pre-defined,
ready-to-use customer management and billing functions, such as customer registration, business policies, pricing plans and payment methods. Portal also seeks to provide upgrades and enhancements to Infranet on a regular basis, with a strong
emphasis on response to customer feedback. Infranet employs a simple, intuitive Windows-based user interface for efficient addition and deletion of services and functions, as well as a set of templates for Web-based capabilities such as subscriber
registration, password changes and account balance inquiries. Infranet addresses the entire customer management and billing life cycle, from account creation to monitoring and pricing to back-end management and reporting.




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Flexibility and Improved Time to Market.Infranet
is designed to be a modular, extensible software platform. This flexibility allows each Portal customer to tailor its individual Infranet installation to meet the exact needs of a particular environment, set of services and group of subscribers. The
service provider is thereby empowered to respond quickly to the rapidly changing needs of the next-generation communications and e-services marketplace. In addition, Infranet can generally be configured to a service providers needs
relatively quickly, enabling its customers to improve their time to market with new products and services.





Portal Services





Portal provides a comprehensive range of services to its
customers. These services consist primarily of professional consulting and integration services, education and training, and technical support.





Customer Service And Support





Portal believes that a high level of customer service and
support is critical to the successful sale and usage of its products. Portal provides support to its customers through maintenance and support agreements. Support includes assistance with technical problems related to the use of Portals
software and software maintenance and upgrade releases. Portal generally provides its base level of customer support via an Internet-based customer management system and higher levels of support via telephone and on-site technical assistance. Portal
provides customer technical support for its products primarily from its Cupertino, California location and from its facilities in Virginia, the United Kingdom and Hong Kong.





Professional Services





Portal also offers a wide range of
professional services to assist customers in the planning, implementation and operation of the Portal solution. Portal consulting services are available to assist customers in introducing new services, designing complex price plans, software
configuration, performance optimization, industry specific enhancements, migration planning, upgrade assistance or other Infranet-related technical and business services. Portal also offers education and training services to customers and partners
regarding use and implementation of its products. Portal professional services consultants are located in several cities in the United States and various countries outside the United States. Portal also works with systems integrator partners to
provide jointly or separately a range of professional services around the world.





Pricing





Portal has structured the pricing of its products to accommodate its target
customer segments, including large telecommunications companies, next-generation communications companies and e-services providers. Portal has generally priced its software products on a per subscriber basis for a perpetual term, with customary
volume discounts. However, products are also licensed based on other units of usage, such as the number or amount of call detail reports, transactions or revenue processed using our products. Licenses may have a perpetual term or a fixed duration
after which use of the software ceases or is renewed for a new term. Maintenance and support contracts are priced typically as a percentage of the associated license revenues. Professional services are typically provided on a time and materials
basis, although Portal also performs services on a fixed price basis. Portals initial sales of licenses and associated services, maintenance and support generally range from several hundred thousand dollars to several million dollars.





Sales and Marketing





Sales





Portals sales strategy is to pursue targeted accounts through a combination of a direct sales force and partners. Portal targets its sales efforts at
communication and content service providers ranging from emerging growth companies to the largest telecommunications companies.




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As of March 1, 2002, Portal maintained direct sales personnel in nine states
across the United States and internationally in Australia, Canada, China, France, Germany, Italy, Japan, Malaysia, Mexico, Poland, Singapore, South Korea, Spain, Sweden, Taiwan and the United Kingdom. The direct sales force is organized into
individual account teams, which include both sales representatives and technical sales consultants. These direct sales teams operate in conjunction with professional services teams assigned to the accounts, as well as with applicable marketing,
legal and finance personnel. Portal generates leads from contacts made through marketing partners, seminars and conferences, which are usually co-sponsored by marketing partners, market research, its Web site, trade shows, customers and its ongoing
public relations program. Portal qualifies the leads and assigns an account team to prospective customers.





Portal complements its direct sales force with a series of partnerships and alliances with systems integrators such as Accenture, Cap Gemini Ernst & Young, KPMG, and PricewaterhouseCoopers, as well as with hardware platform,
software and services providers, such as Cisco, Hewlett-Packard, IBM, Microsoft, Siebel and Sun Microsystems and OEMs such as Logica and Nokia. These partners provide a global extension of Portals direct sales force and are a significant
source of leads and referrals. In many cases these partners act as resellers, licensing Portal products for resale to end customers as part of the overall integration project or in conjunction with the licensing of their own products. Portals
direct sales force works closely with its reseller partners.





Portal has derived, and anticipates continuing to
derive, a significant portion of its revenues from customers that have significant relationships with Portals market and platform partners. Many of these partners also work with competing software companies and Portals success will
depend on their willingness and ability to devote sufficient resources and efforts to marketing Portals products. Portals agreements with these parties typically are in the form of non-exclusive agreements that may be terminated by
either party without cause or penalty and with limited notice. In some cases, the agreements permit the partner to resell Portals products or provide for the payment to the partner of a referral fee. There can be no assurance that Portal will
be able to successfully maintain existing relationships or to establish relationships with additional partners.





Marketing





Portals marketing programs are focused on creating awareness of, and
generating interest in, Portal products and services. Portal engages in a variety of marketing activities, including:





| | · |  | managing and maintaining its Web site;
| | - |  | --------------------------------------




| | · |  | conducting direct mailings and ongoing public relations campaigns;
| | - |  | ------------------------------------------------------------------




| | · |  | conducting seminars;
| | - |  | --------------------




| | · |  | participating in industry tradeshows; and
| | - |  | -----------------------------------------




| | · |  | establishing and maintaining relationships with recognized industry analysts.
| | - |  | -----------------------------------------------------------------------------




Portal is an active participant in technology-related conferences and demonstrates its products at trade shows targeted at communication and content service providers.
Portal also focuses on a range of joint marketing strategies and programs with its partners in order to leverage their existing strategic relationships and resources.





Customers





Portals customers range from emerging small companies offering an
innovative service to a small number of subscribers to large telecommunications carriers with millions of subscribers.





In fiscal year 2002, one customer, AOL Time Warner, accounted for 20% of Portals total revenues. In fiscal year 2001, no individual customer accounted for 10% or more of Portals total revenues. In fiscal year 2000, one
customer accounted for 10% of Portals total revenues.




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A substantial portion of Portals license and services revenues in any given
quarter has been, and is expected to continue to be, generated from a limited number of customers with large financial commitment contracts. As a result, if a contract is cancelled or deferred or an anticipated contract does not materialize,
Portals revenues would be materially and adversely affected.





Research and Development





Portal believes that strong product development capabilities
are essential to its strategy of enhancing its core technology, developing additional applications incorporating that technology and maintaining the competitiveness of its product and service offerings. Portal has invested significant time and
resources in creating a structured process for undertaking all product development. This process involves several functional groups at all levels within Portal and is designed to provide a framework for defining and addressing the activities
required to bring product concepts and development projects to market successfully. In addition, Portal has recruited key engineers and software developers with experience in the enterprise, database and operating system software markets and has
complemented these individuals by hiring senior management with experience in software used by providers of communication services.





Portals research and development expenses totaled approximately $59.8 million, $57.7 million and $26.1 million for fiscal years 2002, 2001 and 2000, respectively. As of March 1, 2002, approximately 237 employees
were engaged in research and development activities.





Competition





Portal competes in markets that are new, intensely competitive, highly
fragmented and rapidly changing. Portal competes on the basis of performance, functionality, flexibility, scalability, extensibility, ease of integration and price. Portal believes it competes favorably with respect to those factors. Portal faces
competition from providers of CM&B software and services such as Amdocs Ltd., Convergys Corporation, CSG Systems International, Inc. and ADC Telecommunications Inc. Portal also competes with systems integrators and with internal MIS departments
of large telecommunications carriers. Many of Portals current and future competitors have significantly more personnel and greater financial, technical, marketing and other resources than Portal. Portal is aware of other companies that are
focusing significant resources on developing and marketing products and services that will compete with Infranet. Furthermore, in recent years a number of competitors of Portal have been acquired by companies larger than Portal who have sought to
expand their CM&B solutions capabilities. The failure of Portal to develop and market products and services that compete successfully with those of other suppliers in the market would harm our business. Portal anticipates that the market for its
products and services will remain intensely competitive.





Intellectual Property





Portal relies upon a combination of patent, copyright, trade
secret and trademark law to protect its intellectual property. Portal currently has three issued U.S. patents relating to its technology that expire in 2017. While Portal relies on patent, copyright, trade secret and trademark law to protect its
technology, Portal believes that factors such as the technological and creative skills of its personnel, new product developments, frequent product enhancements and reliable product maintenance are more essential to establishing and maintaining a
technology leadership position. There can be no assurance that others will not develop technologies that are similar or superior to Portals technology.





Portal generally enters into confidentiality or license agreements with its employees, consultants and corporate partners and generally controls access to and distribution of its software,
documentation and other proprietary information. Despite Portals efforts to protect proprietary rights, unauthorized parties may attempt to copy or otherwise obtain and use its products or technology or to develop products with the same
functionality as Portals products. Policing unauthorized use of its products is difficult and Portal cannot be certain that the steps




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it has taken will prevent misappropriation of its technology, particularly in foreign countries where the laws may not protect proprietary rights as fully as in the United States. In addition,
certain of Portals license agreements require it to place the source code for Infranet into escrow. Such agreements generally provide that these parties will have a limited, non-exclusive right to use this code if: (i) there is a bankruptcy
proceeding by or against Portal; (ii) Portal ceases to do business without a successor; or (iii) Portal discontinues providing maintenance and support.





Substantial litigation regarding intellectual property rights exists in the software industry. Portal expects that software products may be increasingly subject to third-party infringement claims as
the functionality of products in different industry segments overlaps. Some of Portals competitors in the market for CM&B software may have filed or may intend to file patent applications covering aspects of their technology that they may
claim Portals technology infringes. Portal cannot be certain that any of these competitors will not make a claim of infringement against it with respect to its products and technology.





Portals success and ability to compete are substantially dependent upon its internally developed technology. However, portions of Infranet incorporate software
developed and maintained by third-party software vendors, such as operating systems, tools and database vendors. Portal may have to rely on third-party software vendors and developers to a larger degree in future products. Although Portal believes
it could find other sources for these products, any significant interruption in the supply of these products could adversely impact Portals sales unless and until it can secure another source.





Employees





As of July 31, 2002, Portal had 705 employees, 262 of whom were engaged in
professional service, customer service and support, 146 of whom were in sales and marketing, 177 of whom were in engineering and 120 of whom were in finance, administration and operations. Portals future performance depends in significant part
upon the continued service of its key technical, sales and senior management personnel, none of who is bound by an employment agreement requiring service for any defined period of time. The loss of the services of one or more of Portals key
employees could harm its business. Portals future success also depends on its continuing ability to attract, assimilate and retain highly qualified technical, sales and managerial personnel. None of Portals employees are represented by a
labor union. Portal has not experienced any work stoppages and considers its relations with its employees to be good.





ITEM 2.    PROPERTIES





Portal currently occupies for its
headquarters one building of approximately 142,700 square feet in Cupertino, California. Portal occupies these premises under a lease expiring in December 2010. In connection with its relocation to that facility, Portal vacated a 24,455 square foot
facility and subleased it for the remainder of the lease term, which expires in October 2003. In addition to its principal office space in Cupertino, California, Portal also leases facilities and offices domestically in California, Colorado,
Georgia, Illinois, Massachusetts, New York, Texas, Virginia and Washington and internationally in Australia, Canada, China, France, Germany, Italy, Japan, Malaysia, Mexico, Poland, Singapore, South Korea, Spain, Sweden, Taiwan and the United
Kingdom. These leases are for terms expiring from April 2002 to March 2021. Portal also owns two buildings in Quickborn, Germany comprising approximately 1,908 square meters of space. Portal believes that the facilities it currently leases for its
headquarters are sufficient to meet its needs through the next twelve months. Portal may lease additional space in other locations to support the evolution of its foreign operations and domestic sales and marketing organizations.





Securing and building out facilities takes significant lead time. Furthermore, because of the need to satisfy projected future
expansion, the amount of space leased is generally more than the amount currently required. In addition, our reductions in our workforce undertaken over the past year have substantially reduced our facilities




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requirements in several locations. As a result, we are attempting to sublease the portions of leased facilities that we have previously leased but do not currently need. Portal has leased
approximately 73,120 square feet and 38,140 square feet for its regional headquarters facilities in Herndon, Virginia and Slough, United Kingdom, respectively, for terms of ten and twenty years, respectively. The amounts leased exceed our current
requirements and we plan to sublease a majority of the facilities for a portion of the lease term. Moreover, we also plan to sublease a facility in Cupertino that we vacated earlier this year and that comprises approximately 93,200 square feet and
is leased through December 2010. There is currently a large amount of vacant commercial real estate in the San Francisco Bay Area and Herndon, Virginia. Moreover, currently prevailing rental rates in many locations are lower than those which we are
obligated to pay under the leases. We may therefore encounter significant difficulties or delays in subleasing such surplus space and may not be able to sublease it for rents equal to those which we are obligated to pay. To the extent that we are
unable to sublease surplus space at an amount equal to our rent obligations for that space or to the extent sublessees fail to perform their obligations to pay rent, we could incur greater operating expenses than we have planned or included within
previously accrued restructuring charges. Such increases in operating expenses in a period could cause us to exceed our planned expense levels and adversely affect our financial results for that period. Furthermore, inability to sublease such space
may adversely affect our planned uses of cash and our capital resources.





ITEM 3.    LEGAL PROCEEDINGS





On July 9, 2001, a purported class
action complaint was filed in the Federal District Court Southern District of New York against Portal, certain of its officers and several underwriters of Portals initial public offering (IPO). The lawsuit alleges violations of
Section 11 of the Securities Act of 1933, as amended and Section 10(b) of the Securities Exchange Act of 1934, as amended, arising from alleged improprieties by the underwriters in connection with our 1999 IPO and follow-on public offering, and
claims to be on behalf of all persons who purchased Portal Software shares from May 5, 1999 through December 6, 2000. Four additional nearly identical class actions were also filed in July and August 2001 based on essentially the same facts and
allegations. Specifically, the complaints allege that the underwriters charged certain of their customers fees in excess of those disclosed in the prospectus and engaged in certain allegedly improper activities in connection with the distribution of
the IPO shares. The complaint was subsequently amended to allege similar claims with respect our secondary public offering in September 1999.





The cases have been consolidated into a single action, and a consolidated complaint was filed on April 19, 2002. These actions are part of the IPO Securities Litigation against over 300 issuers and
nearly 40 underwriters alleging claims virtually identical to those alleged against Portal. The action seeks damages in an unspecified amount. A motion to dismiss addressing issues common to the companies and individuals who have been sued in these
actions was filed, by us on July 15, 2002.





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





Not applicable.




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EXECUTIVE OFFICERS OF THE REGISTRANT





The following table sets forth certain information regarding the executive officers of Portal as of July 31, 2002:





Name

Age

PositionJohn E. Little

44

Chief Executive Officer and Chairman of the Board of DirectorsGlenn R. Wienkoop

54

President and Chief Operating OfficerMarc Aronson

45

Senior Vice President, EngineeringHoward A. Bain III

55

Senior Vice President and Chief Financial OfficerBret L. England

43

Vice President, FinanceMitchell L. Gaynor

42

Vice President, General Counsel and SecretaryDavid S. Labuda

38

Chief Technology OfficerMichael E. Regan

46

Senior Vice President, Professional ServicesMichael A. Vescuso

56

Senior Vice President, Human Resources





John E. Little.Mr. Little founded
Portal in March 1985 based on his vision of an integrated business infrastructure for emerging global networks. He has been Chief Executive Officer and a Director since its inception. In addition, Mr. Little served as President from inception to
March 1996 and has served as President from November 1996 to February 2002. Prior to founding Portal, Mr. Little was an independent consultant for a number of companies including Knight-Ridder Inc., AT&T Corp., Raytheon Company, Dow Jones News
Retrieval, a subsidiary of Dow Jones & Company, Inc., Victor Company of Japan (JVC) and Sun Microsystems, Inc.





Glenn R. Wienkoop.Mr. Wienkoop joined Portal in February 2002 as President and Chief Operating Officer. From April 2000 to November 2001, he served as President and Chief Operating Officer of Structural
Dynamics Research Corporation, an enterprise design and product information management company. From April 1997 to April 2000, Mr. Wienkoop served as Chief Operating Officer of Cognex Corporation, a leading supplier of machine vision and
identification software. Prior to April 1997, he held executive management positions at Honeywell-Measurex and Automation Systems.





Marc Aronson.Mr. Aronson has served as Senior Vice President, Engineering of Portal since November 2001, as Vice President, Engineering from March 2000 to November 2001 and as Senior Director
of the SETI engineering group from August 1998 to March 2000. From July 1997 to August 1998, Mr. Aronson was a Senior Engineering Director for Adobe Systems Inc., a software company, and from September 1990 to July 1997, he served as Engineering
Director and in other engineering positions with Adobe.





Howard A. Bain
III.Mr. Bain has served as Senior Vice President and Chief Financial Officer of Portal since November 2001 and as Vice President and Chief Financial Officer from August 2001 to November 2001. From January 2000 to November
2000, Mr. Bain served as Executive Vice President and Chief Financial Officer of Vicinity Corporation, a provider of Internet-based marketing infrastructure services. From January 1999 to March 2000, he served as Executive Vice President and Chief
Financial Officer of Informix Software Corporation, an enterprise database company, and from November 1996 to January 1999, he served as Vice President Worldwide Operations and Chief Financial Officer of Symantec Corporation, a security software
company. Mr. Bain also serves on the board of Learning Tree International, a leading worldwide provider of vendor independent education and training to information technology professionals in business and government organizations.




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Bret L. England.Mr. England has served as Vice
President, Finance of Portal since September 2001. From June 2000 to September 2001, he served as Treasurer and Chief Financial Officer of AltaVista, a web search services company. From April 1999 to June 2000, he served as International Controller
of Informix Software Corporation, and from October 1992 to April 1999, Mr. England held various positions in the finance organization of Symantec Corporation, a security software company.





Mitchell L. Gaynor.Mr. Gaynor has served as Vice President, General Counsel and Secretary of Portal since December 1999 and as General
Counsel and Secretary from April 1999 to December 1999. From January 1997 to April 1999, Mr. Gaynor served as Vice President, General Counsel and Secretary of Sybase, Inc., an enterprise database company. From May 1996 to January 1997, he served as
Vice President and Associate General Counsel of Sybase, and from February 1993 to May 1996, he served as Senior Corporate Counsel of Sybase.





David S. Labuda.Mr. Labuda has served as Chief Technology Officer of Portal since March 1994. Between March 1994 and March 2000 he also served as Portals Vice
President, Engineering. From June 1990 to March 1994, Mr. Labuda served as Director of UNIX Development for Sun Microsystems, Inc., a network computing company, and from August 1985 to June 1990, he served as a Senior Engineer and Manager, including
managing the software development for the SparcStation 1 and SparcStation 2 projects for Sun Microsystems. Mr. Labuda received the first Sun Presidential Award and holds three patents from his tenure there.





Michael E. Regan.Mr. Regan has served as Senior Vice President, Professional Services of Portal since
November 2001 and as Vice President, Professional Services from February 1999 to November 2001. From June 1998 to February 1999, Mr. Regan served as Vice President, Professional Services of Siebel Systems, Inc., a supplier of enterprise relationship
management systems, and from February 1988 to June 1998, he served as Vice President, Professional Services of Sybase, Inc.





Michael A. Vescuso.Mr. Vescuso has served as Senior Vice President, Human Resources of Portal since November 2001 and as Vice President, Human Resources from August 2001 to November 2001. From August
1999 to August 2001, Mr. Vescuso served as Vice President, Human Resources, Global Public Group for Dell Computer Corporation, a computer systems company and from May 1992 to August 1999, he served as President for Vesco Ventures, a management
consulting firm.




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##### Table of Contents




PART II





ITEM 5.    MARKET FOR REGISTRANTS COMMON STOCK AND RELATED STOCKHOLDER MATTERS





Portal Software, Inc. common stock, par value $0.001, is traded on the NASDAQ National Market System under the symbol PRSF. The price per share reflected in the table below represents the range of low and high
bid prices for Portal common stock as reported in the NASDAQ National Market System for the quarters indicated. Portals common stock began publicly trading on May 6, 1999.





High

LowFiscal 2001:Quarter ended April 30, 2000

$
86.00

$
29.00Quarter ended July 31, 2000

$
73.50

$
34.88Quarter ended October 31, 2000

$
63.13

$
25.50Quarter ended January 31, 2001

$
40.00

$
4.75Fiscal 2002:Quarter ended April 30, 2001

$
14.63

$
5.88Quarter ended July 31, 2001

$
9.75

$
2.31Quarter ended October 31, 2001

$
3.00

$
0.66Quarter ended January 31, 2002

$
3.05

$
1.21





Portal has never paid cash dividends on its capital stock. Portal
currently intends to retain any earnings for use in its business and does not anticipate paying any cash dividends in the foreseeable future. The closing sale price of Portals Common Stock as reported in the NASDAQ National Market System on
February 28, 2002 was $1.53. The number of stockholders of record of Portals Common Stock as of February 28, 2002 was 789. The closing sale price of Portals Common Stock as reported in the NASDAQ National Market System on July 31, 2002
was $0.40. The number of stockholders of record of Portals Common Stock as of July 31, 2002 was 825.





During
fiscal year 2002, Portal issued unregistered securities to a limited number of persons as follows:





On November 2,
2000 in connection with the acquisition of Solution42 AG Portal issued 7,500,000 shares of common stock into escrow pending the exercise of certain options to receive Portal common stock in exchange for stock in a Portal subsidiary. In January 2001
and January 2002, the former shareholders of Solution42 partially exercised their options and received an aggregate of 6,817,439 of the shares of common stock held in the escrow. Up to the balance of 682,561 shares of Portal common stock may be
issued upon satisfaction of certain contractual commitments and exercise of the remaining exchange options held by the former Solution42 shareholders.





None of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering and Portal believes that each transaction was exempt from the registration
requirements of the Securities Act by virtue of Section 4(2) thereof, Regulation D promulgated thereunder or Rule 701 pursuant to compensatory benefit plans and contracts relating to compensation as provided under such Rule 701. The recipients in
these transactions represented their intention to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the share certificates and
instruments issued in such transactions. All recipients had adequate access, through their relationships with Portal or otherwise, to information about Portal.




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##### Table of Contents




ITEM 6.    SELECTED CONSOLIDATED FINANCIAL DATA





The following
table shows selected consolidated financial data for Portal Software, Inc. (Portal) for the past five fiscal years. To better understand the data in the table, investors should also read the Managements Discussion and
Analysis of Financial Condition and Results of Operations and the Consolidated Financial Statements of Portal and the Notes to Consolidated Financial Statements included elsewhere in this report. The basic and diluted net loss per share and
the pro forma basic and diluted net loss per share computations exclude potential shares of common stock (options and common stock) subject to repurchase rights held by Portal, preferred stock and warrants, since their effect would be antidilutive.
For periods prior to our Initial Public Offering, pro forma net loss per share gives effect to the conversion of the convertible preferred stock (using the if-converted method) from the original date of issuance. See Note 1 of Notes to Consolidated
Financial Statements for a detailed explanation of the determination of the shares used to compute basic and diluted net loss per share. This table has been restated to reflect the impact of a two-for-one stock split, which became effective on
January 20, 2000 (See Note 8 in Notes to Consolidated Financial Statements). The historical results are not necessarily indicative of results to be expected for any future period.





Years Ended January 31,2002


2001


2000


1999


1998Consolidated Statement of Operations Data:Revenues:License fees

$
70,598


$
180,334


$
67,049


$
13,536


$
6,892Services


84,192



87,973



36,000



13,133



2,524Total revenues


154,790



268,307



103,049



26,669



9,416Loss from operations


(394,900
)


(11,224
)


(15,700
)


(17,128
)


(7,386
)Net loss

$
(395,500
)

$
(2,307
)

$
(7,620
)

$
(17,408
)

$
(7,587
)Basic and diluted net loss per share

$
(2.30
)

$
(0.01
)

$
(0.06
)

$
(0.29
)

$
(0.18
)Shares used in computing basic and diluted net loss per share


171,989



159,865



124,816



59,062



41,571Pro forma basic and diluted net loss per share (unaudited)









$
(0.05
)

$
(0.15
)Shares used in computing pro forma basic and diluted net loss per share (unaudited)










140,836



116,167January 31,2002


2001


2000


1999


1998(in thousands)Consolidated Balance Sheet Data:Cash and cash equivalents

$
36,318


$
69,323


$
43,887


$
11,809


$
14,646Short-term investments and restricted short-term investments


77,181



148,473



157,402







Working capital (deficit)


36,818



181,355



178,717



(9,150
)


6,581Restricted long-term investments


15,414



3,466



5,856







Total assets


213,206



630,054



265,529



32,344



23,125Long-term obligations, net of current portion


4,451



7,652



1,525



2,022



1,500Stockholders equity (net capital deficiency)


101,935



486,389



208,370



(6,551
)


7,763




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##### Table of Contents

|ITEM 7.    MANAGEMENTS |  | DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|----------------------- |  | ------------------------------------------------------------------------




The following Managements Discussion and Analysis of Financial Condition and Results of Operations may contain forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended, including, but not limited to, statements relating to future sales, gross margins, product development, operating expense levels and the sufficiency of financial resources to support
future operations, and are subject to the Safe Harbor provisions created by that statute. Such statements are based on current expectations that involve inherent risks and uncertainties, including those discussed below and under the heading
Risks Associated with Portals Business and Future Operating Results that could cause actual results to differ materially from those expressed. Readers are cautioned not to place undue reliance on these forward-looking statements,
which speak as of the date hereof. We undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.





Overview





Portal
develops, markets and supports customer management and billing product-based solutions for communications and content service providers. Portal was incorporated in California in March 1994.





Beginning with fiscal 1997, substantially all of our revenues have come from the license of one product, Infranet and from related services. Revenues consist of Infranet
license, consulting, training, support and maintenance fees. License revenues are comprised of perpetual or multiyear license fees, which are primarily derived from contracts with corporate customers and resellers. We believe that future license
revenues will be generated from three sources:





| | · |  | license fees from new customers;
| | - |  | --------------------------------




| | · |  | license fees for additional or new products to existing customers; and
| | - |  | ----------------------------------------------------------------------




| | · |  | growth in the subscriber base of our existing customers, which will lead to increased revenue from subscriber-based licenses or other licenses where the fees
owed to us are based on increased revenues, transactions or other measures of usage.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




Revenue
from license fees is recognized when persuasive evidence of an arrangement exists, delivery of the product has occurred, no significant Portal obligations with regard to implementation exist or remain, the fee is fixed or determinable and
collectibility is probable. We recognize license revenue using the residual method. For electronic delivery, the software is considered to have been delivered when we have provided the customer with the access codes that allow for immediate
possession of the software. If the fee due from the customer is not fixed or determinable, revenue is recognized as payments become due from the customer. If collectibility is not considered probable, revenue is recognized when the fee is collected.
Revenue from arrangements with customers who are not the ultimate users (resellers) is not recognized until evidence of an arrangement with an end user has been received. Our policy should we enter into a transaction with a customer to purchase the
customers products contemporaneously with the customers purchase of software from Portal, is to recognize the amount of license fees paid to Portal net of the fees paid for the customers products.





Services revenues are primarily comprised of revenues from systems integration or other consulting fees, maintenance agreements and
training. Arrangements that include software services are evaluated to determine whether those services are essential to the functionality of other elements of the arrangement. When software services are considered essential, revenue under the
arrangement is recognized using contract accounting. When software services are not considered essential, which has been the case in the majority of our license arrangements, the revenue related to the license is recorded upon delivery and the
revenue related to the fair value of the software services is recognized as the services are performed. Fair value is based on the price charged when these services are sold separately. Maintenance agreements provide for technical support and




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include the right to unspecified upgrades on an if-and-when-available basis. Maintenance revenue is deferred and recognized, as services revenue, on a straight-line basis over the life of the
related agreement, which is typically one year. Customer advances and certain billed amounts due from customers in excess of revenue recognized are recorded as deferred revenue.





Our cost of license fees includes a royalty payment for third-party technology included in Infranet. Resellers commissions are also included in cost of license fees
when we are paid directly by a customer for a contract originated by a systems integrator. Agreements with some of the integrators require us to make a payment equal to a percentage of the license and maintenance revenues recognized. We essentially
did not incur any shipping, packaging or documentation printing costs, as our product is delivered electronically over the Internet.





Cost of services consists primarily of headcount-related expenses, costs related to outside consultants, travel and overhead associated with delivering consulting and training and providing support to our customers.





We have a limited operating history as a software company. We incurred a net loss of $395.5 million for fiscal
2002, $2.3 million for fiscal 2001 and $7.6 million for fiscal 2000. As of January 31, 2002, we had an accumulated deficit of $433.4 million. Our expenses for the first two quarters of the fiscal year 2003 exceeded and our planned expense levels for
each of the remaining fiscal quarters of fiscal year 2003 exceed the revenues we generated in the fourth quarter of fiscal year 2002. As a result, we will need to generate significant revenues from licenses of our products and sale of our services
to achieve and maintain operating profitability.





We have established a series of relationships with hardware
platform, software and service providers and systems integrators. We have derived, and anticipate that we will continue to derive, a substantial portion of our revenues from customers that have significant relationships with our market and platform
partners.





As a result of continuing consolidation in the communications and content delivery industries and the
reduction in capital available for emerging companies, we expect to derive an increasing portion of our total revenues from large communications and content service providers. In this regard, we anticipate that a substantial majority of our revenues
will be derived from a fewer number of customers than in prior years. We also plan to structure more of our transactions to provide for payments over a period of one year or more and to increase the number of licenses that have a fixed duration,
rather than a perpetual term and that are based on usage limitations other than the number of subscribers. One of the impacts of this change in license structuring could be that license revenue would be recognized ratably over the term of the
license arrangement, or as payments from customers become due rather than being recorded as revenue upon delivery. The portion of our total revenues that is derived from international operations has increased in recent years. As a result, we will
face greater exposure to the risks associated with international operations. With respect to our services revenues, most of our professional services fees have been paid pursuant to time and materials arrangements. We believe that in the future a
larger portion of our services revenues will be based on fixed price contracts than in prior years. This could result in the deferral of revenue until contract completion, in the event that we were unable to reliably budget and estimate our
obligations under these contracts or determine the fair value of the services being performed. For a description of factors that may affect our future results see Risks Associated with Our Business and Future Operating Results.





Critical Accounting Policies And Estimates





The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses
and related disclosure of contingent liabilities. On a regular basis, we evaluate and may revise our estimates, including those related to the allowance for bad debts, investments, intangible assets, income taxes, accrued restructuring expenses and




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contingencies. We base our estimates on historical experience and various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are not readily apparent. Actual results could differ materially from these estimates under different assumptions or conditions.





We believe the following critical accounting policies, among others, affect our more significant judgments and estimates used in the
preparation of our consolidated financial statements.





Revenue Recognition





We recognize revenue in accordance with current generally accepted accounting principles that have been prescribed for the software industry. Revenue recognition
requirements are very complex and are affected by interpretations of the rules and an understanding of industry practices, both of which are subject to change. Our revenue recognition policy is significant because our revenue is a key component of
our results of operations. We follow very specific and detailed guidelines, several of which are discussed above, in measuring revenue; however, certain judgments affect the application of our revenue recognition policy.





Our revenue recognition policy takes into consideration the creditworthiness of the customer in determining the probability of collection
as a criterion for revenue recognition. The determination of creditworthiness requires the exercise of judgment, which affects our revenue recognition. If a customer is deemed to be not creditworthy, all revenue under arrangements with that customer
is recognized upon receipt of cash. The creditworthiness of customers is re-assessed on a regular basis and revenue is deferred until cash receipt, if appropriate. Additionally, we enter into contracts with payment terms that extend beyond our
normal credit period, which is currently 60 days. For such transactions, it is our policy to recognize such revenue only when payments are due, provided that the customer is deemed to be creditworthy. As stated previously, if the customer is deemed
not creditworthy, revenue is recognized upon receipt of cash.





We also record a provision for estimated sales
returns on product and service related sales in the same period as the related revenues are recorded. These estimates are based on historical sales returns, analysis of credit memo data and other known factors. If the historical data we use to
calculate these estimates does not properly reflect future returns, revenue could be overstated.





Allowance for Bad Debts





The allowance for doubtful accounts is established through a charge to general and administrative expenses.
This allowance is for estimated losses resulting from the inability of our customers to make required payments. It is a significant estimate and is regularly evaluated by us for adequacy by taking into consideration factors such as past experience,
credit quality of the customer, age of the receivable balance, individually and in aggregate, and current economic conditions that may affect a customers ability to pay. The use of different estimates or assumptions could produce different
allowance balances. Our customer base is highly concentrated in the communications and content service provider industries. Several of the leading companies in these industries have announced liquidity concerns. If collection is not probable at the
time the transaction is consummated, we do not recognize revenue until cash collection. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be
required.





Accrued Restructuring Expenses





During the fiscal year ended January 31, 2002, we announced plans to restructure the company that were a combination of a reduction in workforce, consolidation of facilities and the write-off of
assets. The restructuring charges during the year were based on actual and estimated costs incurred in connection with these restructuring plans. These estimates have been impacted by the rules governing the termination of employees, especially
those in foreign countries. We have not recorded payments related to potential settlements, as these amounts are not




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reasonably estimable and probable. If, in the future, we were to agree upon additional severance payments, we would have to record additional restructuring charges in the period in which the
settlement was determined to be reasonably estimable and probable. We have reduced the amount of the facilities restructuring charge by the estimated amount of sublease income. The assumptions we have made are based on the current market conditions
in the various areas we have vacant space. These market conditions can fluctuate greatly due to such factors as changes in property occupancy rates and the rental prices charged for comparable properties. These changes could materially affect our
accrual. If, in future periods, it is determined that we have over accrued for restructuring charges as related to the consolidation of facilities, the reversal of such over accrual would have a favorable impact on our financial statements in the
period this was determined and would be recorded as a credit to restructuring charges. Conversely, if it is determined that our accrual is insufficient, an additional charge would have an unfavorable impact on our financial statements in the period
this was determined.





Results of Operations





Revenues





(in millions, except percentages)

Year Ended January 31, 2002


% Change 2002 to 2001


Year Ended January 31, 2001


% Change 2001 to 2000


Year Ended January 31, 2000License fees

$
70.6


(61
)%

$
180.3


169
%

$
67.0Percentage of total revenues


46
%





67
%





65
%Services


84.2


(4
)%


88.0


144
%


36.0Percentage of total revenues


54
%





33
%





35
%Total revenues

$
154.8


(42
)%

$
268.3


160
%

$
103.0





Total revenues decreased significantly in fiscal 2002 from fiscal
2001 primarily due to a decrease in license fees. License fees revenues decreased in absolute amounts and as a percentage of total revenues in fiscal 2002 from fiscal 2001 as a result of a continued general economic slowdown affecting the primary
markets for our products and services, and in particular, capital spending by communication service providers. One individual customer, America Online, Inc., accounted for 20% of total revenues during fiscal 2002. No individual customer accounted
for 10% or more of total revenues during fiscal 2001. License fees revenues increased in absolute amounts and as a percentage of total revenues in fiscal 2001 from fiscal 2000 primarily as a result of the maturation of the Infranet product and the
expansion of our sales and marketing operations. One customer accounted for 10% of total revenues for the year ended January 31, 2000.





Service revenues decreased slightly in fiscal 2002 from fiscal 2001 due a decline in consulting services as result of fewer new customer implementations. Service revenues increased in fiscal 2001 from fiscal 2000 due to an
increase in consulting, training, support and maintenance service fees related to the growth in new customers and to new implementations of Infranet and the renewal of maintenance and support contracts by existing customers.




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The following table shows our revenue by region:





(in millions, except percentages)

Year Ended January 31, 2002


% Change 2002 to 2001


Year Ended January 31,
2001


% Change 2001 to 2000


Year Ended January 31, 2000Geographical Revenues:North America

$
81.7


(48
)%

$
157.0


135
%

$
66.9Percentage of total revenues


53
%





59
%





65
%InternationalEurope


48.3


(26
)%


64.9


127
%


28.6Percentage of total revenues


31
%





24
%





28
%Intercontinental


24.8


(46
)%


46.4


521
%


7.5Percentage of total revenues


16
%





17
%





7
%Total international


73.1


(34
)%


111.3


208
%


36.1Percentage of total revenues


47
%





41
%





35
%Total revenues

$
154.8


(42
)%

$
268.3


160
%

$
103.0





North American revenues, which are defined by us as revenues from
the United States and Canada, decreased in fiscal 2002 from fiscal 2001 primarily due to a continued global deferral of capital expenditures by telecommunications companies as well as a general economic slowdown. North American revenues increased in
fiscal 2001 from fiscal 2000 primarily due to continued expansion in North American marketing activities and growth of our sales force as well as greater acceptance of Infranet.





International revenues for Europe is defined by us as Europe, Middle East and Africa and Intercontinental is defined by us as Asia-Pacific, Japan and Latin America.
International revenues also decreased substantially in fiscal 2002 from fiscal 2001 due to a continued global deferral of capital expenditures by telecommunications companies as well as general economic slowdown. International revenues increased in
fiscal 2001 from fiscal 2000 primarily due to the growth of our direct sales force and increased marketing efforts worldwide.





Expenses





(in millions, except percentages)

Year Ended January 31, 2002


% Change 2002 to 2001


Year Ended January 31, 2001


% Change 2001 to 2000


Year Ended January 31, 2000Cost of license fees

$
1.3


(73
)%

$
4.9


88
%

$
2.6Percentage of total revenues


1
%





2
%





3
%Cost of services


61.2


3
%


59.6


161
%


22.8Percentage of total revenues


40
%





22
%





22
%Amortization of purchased developed technology


4.3


378
%


0.9



%


Percentage of total revenues


3
%






%






%Research and development


59.8


4
%


57.7


121
%


26.1Percentage of total revenues


39
%





21
%





25
%Sales and marketing


81.3


(16
)%


96.8


122
%


43.7Percentage of total revenues


53
%





36
%





42
%General and administrative


38.5


21
%


31.9


108
%


15.3Percentage of total revenues


25
%





12
%





15
%




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Cost of License Fees





Cost of license fees consists of resellers commission payments to systems integrators and third-party royalty obligations with respect to third-party technology
included in Infranet. The decrease in cost of license fees in fiscal 2002 from fiscal 2001 is due to the decrease in revenue generated from our base of systems integrator partners. Cost of license fees increased in fiscal 2001 from fiscal 2000
primarily due to increased license revenue and increased resellers commissions resulting from expanding our base of systems integrator partners.





Cost of Services





Cost of services primarily consists of
maintenance, consulting and training expenses. Cost of services increased slightly in fiscal 2002 from fiscal 2001 primarily due to an increase in the number of consulting and technical support personnel, in the beginning of the fiscal year, to
support the actual and previously anticipated expansion of our installed base of customers and new implementations. This increase was offset by a reduction in our services workforce as a result of a reduced number of professional consulting
projects. Cost of services increased in fiscal 2001 from fiscal 2000 primarily due to an increase in the number of consulting and technical support personnel necessary to support both the expansion of our installed base of customers and new
implementations. Gross margin for services was approximately 27%, 32% and 37% in fiscal years 2002, 2001 and 2000, respectively. The decrease in gross margin for services, during fiscal 2002, was due to reduced utilization of professional services
personnel as a result of the decrease in new implementation projects. The decrease in gross margin, during fiscal 2001, was primarily due to the costs associated with the acquisition and assimilation of Solution42, which we acquired in November
2000.





Amortization of Purchased Developed Technology





In fiscal 2001, we recorded an asset of $13.8 million for purchased developed technology as a result of acquiring Solution42 (see Note 3 in Notes to Consolidated
Financial Statements). The value was determined by using the income approach which estimates the present value of cash flows from developed technology as based on management and industry assumptions and market data. This purchased developed
technology is being amortized, on a straight-line basis, over its estimated useful life of four years. As a result of acquiring BayGate, Inc. (BayGate) in May 2001 (see Note 3 in Notes to Consolidated Financial Statements), we recorded
an additional asset of $4.1 million for purchased developed technology that was being amortized over its estimated useful life of three years. In the quarters ended October 31, 2001 and January 31, 2002, we recorded charges of $2.5 million and $2.2
million to reflect the impairment of purchased developed technology related to our investment in BayGate and Solution42, respectively (See Reduction in Intangibles Due to Impairment below). As of January 31, 2002, we no longer have purchased
developed technology related to our investment in BayGate due to a combination of impairment charges and amortization during fiscal 2002. Future amortization expense of the remaining purchased developed technology related to our investment in
Solution42 is currently estimated to be $2.7 million in fiscal year 2003, $2.7 million in fiscal year 2004 and $2.0 million in fiscal year 2005.





Research and Development Expenses





Research and development
expenses consist primarily of personnel and related costs for our development and certain technical support efforts. The increase in research and development, for all periods, was primarily due to an increase in the number of research and
development personnel necessary to support both expanded functionality of Infranet and increases in our quality assurance and product publications operations. Although we anticipate that the recent restructuring of our operations will reduce
research and development expenses over the near term, these expenses may increase over the longer term. We have not capitalized any software development costs to date.




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Sales and Marketing Expenses





Sales and marketing expenses consist of personnel and related costs for our direct sales force, marketing staff and marketing programs,
including trade shows, advertising and costs associated with the recruitment of new and maintenance of existing, strategic partnerships. Sales and marketing expenses decreased in fiscal 2002 from fiscal 2001 primarily due to a decrease in commission
expense as a result of the decline in license revenues and a reduction in workforce as a result of our restructuring plans. Sales and marketing expenses increased in fiscal 2001 from fiscal 2000 due to a number of factors, including an increase in
the number of sales and marketing personnel, the opening of new sales offices worldwide and increased marketing programs. Although we anticipate that the recent restructuring of our operations will reduce sales and marketing expenses over the near
term, these expenses may increase over the longer term.





General and Administrative Expenses





General and administrative expenses consist primarily of personnel and related costs for general corporate functions, including
finance, accounting, legal, human resources, as well as information system and facilities expenses not allocated to other departments. General and administrative expenses increased in fiscal 2002 from fiscal 2001, which was attributable to an
increase in bad debt expense of $8.9 million (see also Note 1 in Notes to Consolidated Financial Statements) and depreciation of equipment. These increases were partially offset by a decrease in facility lease expenses due to the implementation of
our restructuring plans in fiscal 2002 (see Restructuring Costs below and Note 4 in Notes to Consolidated Financial Statements).





During the fiscal year ended January 31, 2002, the business climate for emerging next generation telecommunications companies, including broadband, electronic content and Internet access companies, as well as other Internet and
e-commerce companies, rapidly deteriorated. In addition, companies within these sectors began experiencing significantly reduced access to capital markets, which led to financial difficulties and liquidity problems for many of these companies. The
decline in the financial condition of these industry segments resulted in a significant reduction in capital spending, particularly in the area of infrastructure software. Therefore, our revenues declined at the same time as we were experiencing
increased frequency of delinquent payments.





Our policy has been to maintain reserves based on specifically
identified credit concerns and on our historical experience of delinquencies. During the second quarter of the fiscal year ended January 31, 2002, we determined that the aging deterioration experienced was other than temporary and was, in fact,
indicative of a protracted business deterioration in a class of our customers that was impacting their ability to make payments when due. Accordingly, we determined that an increase in our allowance for doubtful accounts to reflect the deterioration
of our aging accounts receivable and exposure on aged accounts was required.





Our revenue recognition policy has
been to recognize revenue based upon the customer meeting defined levels of creditworthiness. If a customer is identified as a credit risk, all revenue under arrangements with that customer is recognized upon receipt of cash. The creditworthiness of
customers is re-assessed on a regular basis and revenue is deferred until cash receipt, if appropriate.





General
and administrative expenses increased in fiscal 2001 from fiscal 2000, primarily due to a higher number of general and administrative personnel and to additional legal and accounting costs incurred in connection with business activities. We expect
that general and administrative expenses will increase in the future as we incur greater legal and accounting costs in connection with expanding business activities.




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Amortization of Deferred Stock Compensation





We recorded deferred stock compensation of approximately $16.8 million in fiscal year 1999 in connection with stock options and restricted
stock issued in and prior to 1999 and $0.2 million, in the quarter ended July 31, 2001 in connection with the acquisition of BayGate. The deferred stock compensation reflects the difference between the exercise prices of options granted to
acquire certain shares of common stock and the deemed fair value for financial reporting purposes of our common stock on their respective grant dates. We amortized deferred compensation expense of approximately $2.0 million, $3.7 million and $8.2
million during the years ended January 31, 2002, 2001 and 2000, respectively. This compensation expense relates to options awarded to individuals in all operating expense categories. During the quarter ended January 31, 2002, the unamortized
deferred compensation balance was reduced by $0.4 million for individuals who are no longer employed at Portal. Total deferred compensation at January 31, 2002 of approximately $0.3 million is being amortized over the vesting periods of the options,
which is generally four years, using a graded vesting method and will be fully amortized in fiscal 2003.





The following table shows the amounts of deferred stock compensation that would have been recorded under the following categories had deferred stock compensation not been separately stated on the Consolidated Statements of
Operations.





Years Ended January 31,(in thousands)

2002

2001

2000Cost of services

$
312

$
603

$
1,333Research and development


683


1,198


2,649Sales and marketing


561


1,084


2,395General and administrative


436


841


1,858$
1,992

$
3,726

$
8,235





In-Process Research and Development





In fiscal 2001, we recorded a one-time charge of $9.2 million for in-process research and development projects, related to the acquisition
of Solution42, for which technological feasibility had not been established and no future alternative uses existed (see Note 3 in Notes to the Consolidated Financial Statements). At the time of the acquisition, the total fair value of these projects
was estimated to be $9.2 million. The value of the projects was determined by estimating the costs to develop the in-process technology into commercially feasible products and estimating the present value of the net cash flows management believed
would result from the products.





Amortization of Goodwill





Goodwill, as related to the acquisition of Solution42, accounted for approximately 35% and 45% of total assets and stockholders
equity, respectively, as of January 31, 2001. In fiscal year 2002 and 2001, amortization expense of goodwill was $31.1 million and $14.9 million, respectively. During fiscal year 2002, we recorded an impairment of goodwill in the amount of $194.5
million (See Reduction in Intangibles Due to Impairment below). Goodwill was further reduced by $3.5 million due to the reversal of excess accrued direct acquisition costs. As of January 31, 2002, there is no remaining balance in goodwill.





Reduction in Intangibles Due to Impairment





Long-lived assets and intangibles, including goodwill, are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of an
asset may not be recoverable. If such assets were deemed impaired, an impairment loss equal to the amount by which the carrying amount exceeds the fair value of the assets is recognized.




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During the fiscal year ended January 31, 2002, we identified indicators of
possible impairment of the intangible assets arising from our acquisitions. These indicators included deterioration in the business climate and prospects and intentions for these subsidiaries, implying that the downturn may be for a long period of
time.





As related to our acquisition of Solution42, the indicators of impairment included the other than temporary
decline in market values of technology companies in general and Portal specifically. Our stock price experienced a steady decline over the course of several quarters, with a slight rebound at the end of the first quarter of fiscal 2002. The slight
rebound in stock prices appeared to indicate a temporary decline in market values, but the stock continued on a downward trend in the second quarter of fiscal 2002. Had Solution42 been an independent company, we concluded that its valuation would
have declined in a similar manner to Portals based on the similarity of products, target markets and declining revenue. Additionally, in the second quarter of fiscal 2002 the forecasted revenue for Solution42 products deteriorated
significantly from the forecasts made at the time of the acquisition. In connection with our restructuring plans (see Restructuring Costs below and Note 4 in Notes to Consolidated Financial Statements), we planned to reduce our headcount overseas
which included many Solution42 employees and canceled research and development activities related to the Solution42 product, both of which were a result of an other than temporary deterioration in business climate and a drastic reduction in
forecasted revenue opportunities.





We measured the impairment loss related to long-lived assets based on the
amount by which the carrying amount of such assets exceeded its fair value. Measurement of fair value was based on an analysis of the future discounted cash flows at the Solution42 level. The analysis indicated that our long-lived assets for
Solution42 were impaired by an amount totaling $193.4 million. Accordingly, we recorded an impairment write-down of this amount during the second quarter of fiscal 2002.





During the quarter ended October 31, 2001, we further reduced goodwill by $3.5 million due to the reversal of excess accrued direct acquisition costs. During the fourth
quarter of fiscal 2002, we identified additional indicators of impairment of our remaining Solution 42 long-lived assets. As a result, we recorded charges of $1.1 million and $2.2 million to reflect the impairment of goodwill and purchased
developed technology, respectively, related to our investment.





Due to the lack of revenues generated from BayGate
products together with the October 2001 reduction of workforce associated with BayGates product, we cancelled the further planned development of BayGate-related products. Based on these key factors, we recorded a charge of $2.5 million during
the quarter ended October 31, 2001, to reflect the impairment of purchased developed technology related to our investment in BayGate.





We did not record any write-downs of long-lived assets during fiscal 2001 and 2000.





Restructuring Costs





In May 2001 and October 2001, Portals Board of Directors
approved plans to reduce our cost structure as a result of a change in market conditions. The plans were a combination of reductions in our workforce, consolidations of facilities and asset write-offs. The workforce reductions affected all of our
functional areas and all affected employees were notified prior to the end of the respective quarters. As a result of the restructuring plans, we incurred charges of $41.3 million, $19.3 million and $10.4 million, in the quarters ended July 31,
2001, October 31, 2001 and January 31, 2002, respectively.





The May 2001 plan reduced our workforce by
approximately 300 employees. The $41.3 million restructuring charge incurred during the quarter ended July 31, 2001 included approximately $6.9 million of severance related amounts, $20.4 million of committed excess facilities, primarily related to
lease expenses net of anticipated sublease income, and $13.1 million in asset write-offs.





The October 2001 plan
reduced our workforce by approximately 320 employees. The $19.3 million and $10.4 million charges in the quarters ended October 31, 2001 and January 31, 2002, respectively, included approximately $10.4 million of severance related amounts,
$16.0 million of committed excess facilities, primarily related to lease expenses net of anticipated sublease income, and $2.7 million in asset write-offs.




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As of January 31, 2002, the remaining restructuring reserves were $35.0 million
of which $30.0 million represents committed excess facilities, net of anticipated sublease income, $2.0 million represents severance related costs and $2.4 million represents asset write-offs (see Note 4 in Notes to Consolidated Financial
Statements). Payments regarding severance are to occur through the second quarter of fiscal 2003 and payments for the excess facilities are expected to occur through April 2011.





While we believe that our business realignment will assist us in streamlining operations, reducing expenses and thereby achieving profitability, we cannot assure you that
we will achieve these anticipated results. We may in the future be required to take additional actions, including further changes to the business organization, in order to realign the business with anticipated requirements. If we are not successful
in realigning our business to increase revenues and decrease costs, we may never achieve profitability.





Interest and Other Income, Net





Interest and other income include interest and dividend
income from cash, cash equivalents and investments offset by interest expense paid on capital leases and notes payable. Interest and other income were $8.1 million, $12.9 million and $9.7 million in fiscal 2002, 2001 and 2000,
respectively. Other income, for fiscal 2000, includes a $3.8 million one-time gain upon remeasurement of the liability related to the put option granted to Accenture, which was settled upon the completion of our initial public offering in May 1999.
Interest and other income decreased approximately $4.8 million or 37% in fiscal 2002 from fiscal 2001 and increased approximately $3.2 million or 33%, in fiscal 2001 from fiscal 2000. The decrease in fiscal 2002 from fiscal 2001 was due to declining
interest rates on lower cash balances. The increase in fiscal 2001 from fiscal 2000 was primarily due to proceeds from the initial and secondary stock offerings, completed in May 1999 and October 1999, being invested for a full year.





Write-down of Impaired Investments





The write-off of investments in fiscal 2002, was related to our equity investment in privately-held companies. We review the net realizable value of the non-marketable
investments on a quarterly basis, including reviewing the latest financial information available for signs of financial deterioration and recent press releases relating to the companies. We also consider the impact of new stockholder preferences, if
any, upon our investment position. If we consider the net realizable value of our investments to be less than historical cost, then we determine whether a decline in fair value below the cost basis is other than temporary. If the decline
in fair value is judged to be other than temporary, we will write down the cost basis of the individual security to fair value as a new cost basis and the amount of the write-down shall be included in earnings and accounted for as a realized loss.
The new cost basis shall not be changed for subsequent recoveries in fair value.





On July 31, 2001, we held
non-marketable securities for three private companies, each with a cost basis of $2 million. During the quarter ended July 31, 2001, two of the three companies demonstrated cash burn rates significantly in excess of their respective working
capital levels and their anticipated access to funding. Further, both companies were in loss positions and, despite efforts to reduce their respective spending levels, continued to record losses due to slow growing revenues. Considering the downturn
in the economy, we believed that it would be difficult for the companies to obtain additional financing. Consequently, we believed that these were indicators that these non-marketable investments experienced other than temporary declines in value as
of July 31, 2001. As Portal did not foresee these investments generating any value or cash in the foreseeable future, and as such did not foresee the investments returning to the valuation levels at the time of Portals initial investment,
we deemed the decline in value to be other than temporary and consequently wrote-off the $4 million of cost to $0 during this quarter.





The remaining $1.5 million (total investment of $2.0 million net of a valuation allowance of $0.5 million) was determined to not be impaired based upon a review of the companys financial
statements. Even though the company is still generating losses, it has experienced growth in revenues and has continued to make concerted efforts to reduce its cost structure. We will continue to monitor our investment in this company for signs of
potential deterioration.




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Provision for Income Taxes





The income tax provision was $4.7 million, $4.0 million and $1.6 million for fiscal 2002, 2001 and 2000, respectively. The income tax
provision for each of these fiscal years primarily relates to foreign withholding taxes on revenue and tax on earnings generated from operations in certain foreign jurisdictions. Although we recorded net losses of $395.5 million, $2.3 million and
$7.6 million for fiscal 2002, 2001 and 2000, our foreign operations were profitable for tax purposes primarily due to the intercompany charge back arrangements necessary under the local tax laws.





Based on a number of factors, we believe there is sufficient uncertainty regarding the realizability of deferred tax assets. These factors include consideration of
past operating results, the competitive nature of our market and predictability of future operating results. Therefore, we have not recognized the full value of deferred tax assets as of January 31, 2002. We will continue to assess the realizability
of the tax benefits available to us based on actual and forecasted operating results.





Liquidity and Capital Resources





Cash, cash equivalents and investments (including restricted investments of $17.1 million) totaled
$128.9 million at January 31, 2002, compared to a balance of $221.3 million at January 31, 2001.





We used
cash totaling $83.5 million in operations during the year ended January 31, 2002, an increase of $118.1 million over the $34.6 million generated in the year ended January 31, 2001. Net cash used in operations in fiscal 2002 was primarily
comprised of net losses adjusted for non-cash expenses, a decrease in other accrued liabilities of $35.0 million, a decrease in deferred revenue of $29.5 million and a decrease in accrued compensation of $12.3 million. These decreases were offset by
a decrease in net accounts receivable of $60.9 million. The decrease in accrued liabilities was due to a reduction in spending in response to the worsening economic conditions. The decrease in deferred revenue was due to a lack of new revenues
to fully offset recognition of past deferrals. Accrued compensation decreased primarily due to the reductions in our workforce that were part of our restructuring plans (see Note 4 in the Notes to Consolidated Financial Statements). The decrease in
accounts receivable was due to a combination of factors including a significant decrease in revenues, an increase in collections and an increase in the allowance for bad debts.





Adjustments made for non-cash expenses, such as depreciation, amortization, amortization of deferred stock compensation, purchased developed technology and goodwill,
reduction in intangibles due to impairment, restructuring and write-down of impaired investments amounted to $329.5 million for fiscal 2002. As of July 31, 2002, the total cash outlay, for the restructuring plans, is estimated to be $30.9 million
which includes severance related costs as well as lease liabilities related to the consolidation of facilities and is expected to be funded by available cash. Of the $30.9 million, lease payments for impacted facilities, net of expected
sublease income, are expected to be $26.1 million over the next nine years.





Net cash provided by investing
activities was $46.0 million for the year ended January 31, 2002, an increase of $75.6 million from the $29.7 million used in the year ended January 31, 2001. Net cash provided by investing activities in the year ended January 31, 2002 was primarily
comprised of the maturities and sales of short-term investments, net of purchases. We have also continued to make significant investments in software, equipment and facilities. During the year ended January 31, 2002, we purchased computer equipment
and software, made leasehold improvements and purchased other capital equipment amounting to approximately $12.6 million, primarily to support our ongoing operations and information systems. Historically, we have also used debt and leases to
partially finance our operations and capital purchases. No capital leases were entered into during fiscal 2002.





We have raised equity capital from investors to fund our operations. In fiscal 2002 and 2001, we raised an additional $9.7 million and $21.9 million, respectively, from sales of common stock issued from our employee stock purchase
plan and upon the exercise of stock options by employees, net of repurchases. In fiscal 2000, we




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completed an initial public offering and concurrent private sales of stock to Cisco Systems, Inc. and Accenture that collectively raised $102.4 million. We also completed a follow-on public
offering in October 1999, which raised approximately $106.0 million, net of underwriting commissions and expenses. In fiscal year 2000, we also we raised an additional $6.6 million from sales of common stock issued from our employee stock purchase
plan and upon the exercise of stock options by employees and warrants by third parties, net of repurchases.





In
November 2000, we acquired Solution42. The liabilities assumed as part of the acquisition included short-term and long-term notes payable. In May 2001, we paid in full the short-term notes payable, which were comprised of two short-term notes each
bearing interest at 6% per annum and were unsecured. The long-term notes payable are four mortgages for two facilities located in Germany. Two of the mortgages accrue interest at 4.45% per annum. Principal and interest are due in December 2010 and
June 2011 on these two mortgages. As of January 31, 2002, the balances due on these loans were $0.6 million each. The other two mortgages accrue interest at 5.10% and 4.88% per annum. Principal and interest payments are made on a monthly basis.
These two mortgages are due in October 2015 and November 2024. As of January 31, 2002, the balances due were $0.3 million and $0.2 million, respectively.





On May 10, 2001, we purchased all of the outstanding stock of privately held BayGate for $2.2 million in cash. An additional payment of $0.1 million in cash was made based on achievement of certain
revenue and engineering objectives. Due to the lack of revenues generated from BayGate products together with the October 2001 reduction of workforce associated with BayGates product, we cancelled the further planned development of
BayGate-related products. Under a new agreement, a final payment of $0.3 million was made in January 2002 in satisfaction of all our obligations to the BayGate shareholders under the purchase agreement (See Note 3 in Notes to Consolidated Financial
Statements).





In the normal course of business, we enter into leases for new or expanded facilities in both
domestic and international locations. These leases are for terms expiring April 2002 through March 2021. In connection with our facility leases, we issued five letters of credit in lieu of a security deposit for the facilities (see Note 7 in Notes
to Consolidated Financial Statements). Under all our facilities lease agreements, net of sublease income of $9.1 million, we are obligated to make payments of approximately $13.6 million, $13.2 million, $13.3 million, $13.3 million and $13.0
million in the years ending January 31, 2003, 2004, 2005, 2006 and 2007, respectively and a total of $75.3 million thereafter until expiration of the leases.





Due to the restructuring activities that occurred during fiscal 2002, several facilities were vacated or are under utilized. Some of these facilities have been subleased. We are also attempting to
sublease additional surplus facilities comprising approximately 180,000 square feet.





The following table
summarizes our contractual obligations, including related interest charges, as of January 31, 2002 and the effect such obligations are expected to have on our liquidity and cash flows in future periods. Of the $141.6 million in non-cancelable
operating leases, net of sublease income, $30.0 million has been included in accrued restructuring expenses as of January 31, 2002.





(in thousands):

Total

Less than 1 year

1-3 years

4-5 years

Over 5 yearsLong-term notes payable

$
2,434

$
96

$
192

$
192

$
1,954Capital lease obligations


620


609


11





Non-cancelable operating leases, net of sublease income


141,638


13,561


26,512


26,312


75,253$
144,692

$
14,266

$
26,715

$
26,504

$
77,207




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The following table summarizes our other commitments as of January 31, 2002 and
the effect such commitments could have on our liquidity and cash flows in future periods if the letters of credit or the guarantees were drawn upon. Restricted investments represent the collateral for these commitments.





(in thousands):

Total

Less than 1
year

1-3 years

4-5 years

Over 5 yearsLetters of credit

$
12,830

$


$


$
256

$
12,574Guarantees


1,632


1,632








$
14,462

$
1,632


$ 

$
256

$
12,574





Our capital requirements depend on numerous factors, including
market acceptance of our products, the resources we devote to developing, marketing, selling and supporting our products, the timing and extent of establishing international operations and other factors. Our expenses for the first two quarters of
fiscal year 2003 exceeded and our planned expense levels for each of the remaining fiscal quarters of fiscal year 2003 exceed the revenues we generated in the fourth quarter of fiscal year 2002. As a result, we will need to generate increased
revenues from licenses of our products and sale of our services to achieve and maintain operating profitability. In the first two quarters of fiscal year 2003 we used $43 million of cash for operations, of which approximately $7 million was
used for restructuring and other activities and had approximately $86 million in cash and investments (including restricted cash) at the end of the second quarter of fiscal year 2003. Although we believe that our current cash balances and cash
generated from operations will be sufficient to fund our operations for at least the next 12 months, we may require additional financing within this time frame. We may seek financing at any time that we determine market conditions are favorable.
Additional funding, if needed, may cause dilution to our stockholders or the incurrence of debt and such funding may not be available on terms acceptable to us, or at all.




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RISKS ASSOCIATED WITH OUR BUSINESS AND FUTURE OPERATING RESULTS





Our future operating results may vary substantially from period to period. The price of our common stock will fluctuate in the
future and an investment in our common stock is subject to a variety of risks, including but not limited to the specific risks identified below. Inevitably, some investors in our securities will experience gains while others will experience losses
depending on the prices at which they purchase and sell securities. Prospective and existing investors are strongly urged to carefully consider the various cautionary statements and risks set forth in this report.





This report contains forward-looking statements that are not historical facts but rather are based on current expectations, estimates and
projections about our business and industry, our beliefs and assumptions. Words such as anticipates, expects, intends, plans, believes, seeks, estimates and
variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our
control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. These risks and uncertainties include those described in this Risks Associated With Our
Business and Future Operating Results and elsewhere in this report. Forward-looking statements that were true at the time made may ultimately prove to be incorrect or false. Readers are cautioned not to place undue reliance on forward-looking
statements, which reflect our managements view only as of the date of this report. We undertake no obligation to update these statements or publicly release the results of any revisions to the forward-looking statements that we may make to
reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events.





It is difficult
to predict our business because we have a limited history operating as a provider of customer management and billing software





Our results of operations for the fiscal year ended January 31, 2002 contained in this report are not necessarily indicative of results for our fiscal year ending January 31, 2003 or any other future period. In late 1993, we changed
our strategic focus from operating as an internet service provider to developing customer management and billing software for internet based businesses and therefore we have a relatively brief operating history as a provider of customer management
and billing software and had no meaningful license revenue until 1996. Therefore, we will experience the risks and difficulties frequently encountered by companies in new and rapidly evolving markets, including those discussed in this report. Our
business strategy may not prove successful and we may not successfully address these risks.





We expect to incur additional losses and
we cannot be certain that we will be profitable





In order to be profitable, we must increase our revenues or
reduce our expenses. We may not be able to increase or even maintain our revenues and we may not achieve sufficient revenues for profitability in any future period. We incurred net losses of approximately $395.5 million, $2.3 million and $7.6
million for fiscal year 2002, 2001 and 2000, respectively. We expect to experience a net loss for fiscal year 2003. We recorded a substantial restructuring charge in the second, third and fourth quarters of fiscal year 2002 in connection with a
reduction in force and other expense reduction efforts initiated during the year. Our revenues for each of the first two quarters of fiscal 2003 were lower than the revenues in the fourth quarter of fiscal 2002. We expect that our revenues in the
remaining two quarters of fiscal year 2003 will be approximately equal to or lower than our revenues in the fourth quarter of fiscal year 2002.





If we do not generate increased revenues from sales of our products or reduce expenses, we will not be profitable. The decrease in capital expenditures by communications companies as well as the
general economic slowdown has adversely affected our revenues and will make it difficult to increase revenues until spending in our target markets increases. We also expect that we will face increased competition that may make it more difficult to
increase our revenues. Even if we are able to increase revenues, we may experience price competition




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which would lower our gross margins and our profitability. Another factor that would lower our gross margins is any increase in the percentage of our revenues that is derived from indirect
channels and from services, both of which have lower margins. We have also undertaken a number of cost reduction efforts. Failure to achieve the desired reductions in our expenses will further increase our losses. We cannot be certain that we will
again achieve operating or net profitability on a quarterly or annual basis.





Our revenues will be adversely affected as a result of
economic conditions and stock market valuations affecting our target markets





We primarily market our products
and services to providers of communication and content services. The substantial number of business failures and the decline in the market value of dot-com and other technology companies in the past two years has made it more difficult
for emerging communication and electronic content companies to obtain financing for their operations. Moreover, the market value, financial results and prospects of many large and established companies, including many large telecommunications
companies, have also declined or degraded significantly. Emerging growth and established communications and content companies have continued to reduce or defer their purchases of software and related products and the introduction of many new
communication services has been delayed or cancelled. Any general decrease by our customers and potential customers in their rate of software and network investments results in a significant decrease in our revenues and operating income.
Cancellation of existing or planned services also adversely impact our software maintenance and support revenues. These trends in technology and software spending dramatically hurt our business in fiscal year 2002 and will continue to seriously harm
our business until conditions improve.





The current economic and capital spending downturn affecting our markets
has made it increasingly difficult for us to collect accounts receivable and increased the time required to collect them. A number of customers have ceased to operate or have become insolvent. Failure to collect accounts receivable in a timely
manner has in the past and may continue to result in increased write-offs, higher accounts receivable reserves and lower cash reserves that would adversely affect our financial results and available cash resources.





Our quarterly operating results may fluctuate in future periods and we may fail to meet expectations





Our revenues and operating results may vary significantly from quarter to quarter due to a number of factors. For example, we achieved profitability in each of the
first three quarters of fiscal year 2001 and reported net losses in the last seven quarters. In future quarters, our operating results may be below the expectations of one or more public market analysts and investors and the price of our common
stock may fall. Failure by technology companies to meet or exceed analyst expectations or any resulting changes in analyst recommendations or ratings frequently results in substantial decreases in the market value of the stock of such companies. For
example, the market value of our stock decreased significantly after the release of our financial results for the quarters ended October 31, 2000 and April 30, 2001. Factors that could cause quarterly fluctuations include:





| | · |  | variations in demand for our products and services, including decreases caused by reductions in technology spending within our target markets;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------




| | · |  | the timing and execution of individual contracts, particularly large contracts that would materially affect our operating results in a given quarter;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------




| | · |  | the timing of sales of our products and services;
| | - |  | -------------------------------------------------




| | · |  | our ability to develop and attain market acceptance of enhancements to Infranet and new products and services;
| | - |  | --------------------------------------------------------------------------------------------------------------




| | · |  | market acceptance of new communications services for which our products are intended to support;
| | - |  | ------------------------------------------------------------------------------------------------




| | · |  | delays in introducing new products and services;
| | - |  | ------------------------------------------------




| | · |  | new product introductions by competitors;
| | - |  | -----------------------------------------



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| | · |  | changes in our pricing policies or the pricing policies of our competitors;
| | - |  | ---------------------------------------------------------------------------




| | · |  | announcements of new versions of products that cause customers to postpone purchases of our current products;
| | - |  | -------------------------------------------------------------------------------------------------------------




| | · |  | the mix of products and services sold;
| | - |  | --------------------------------------




| | · |  | the mix of sales channels through which our products and services are sold;
| | - |  | ---------------------------------------------------------------------------




| | · |  | the mix of domestic and international sales;
| | - |  | --------------------------------------------




| | · |  | costs related to acquisitions of technologies or businesses;
| | - |  | ------------------------------------------------------------




| | · |  | the timing of releases of new versions of third-party software and hardware products that work with our products;
| | - |  | -----------------------------------------------------------------------------------------------------------------




| | · |  | our ability to attract, integrate, train, retain and motivate a substantial number of sales and marketing, research and development, technical support and other
management personnel with the needed competencies;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | · |  | our ability to expand our operations;
| | - |  | -------------------------------------




| | · |  | the amount and timing of expenditures related to expansion of our operations; and
| | - |  | ---------------------------------------------------------------------------------




| | · |  | global economic conditions generally, as well as those specific to providers of communications and content services.
| | - |  | --------------------------------------------------------------------------------------------------------------------




We have difficulty predicting the volume and timing of orders for new license transactions. In any given quarter, our sales have involved,
and we expect will continue to involve, large financial commitments from a relatively small number of customers. As a result, the cancellation or deferral of even a small number of licenses of Infranet would reduce our revenues, which would
adversely affect our quarterly financial performance. Also, we have often booked a large amount of our sales in the last month of the quarter and often in the last week of that month. Accordingly, delays in the closing of sales near the end of a
quarter could cause quarterly revenue to fall substantially short of anticipated levels.





We have recorded as
deferred revenue the fees from contracts that do not meet our revenue recognition policy requirements. While a portion of our revenues each quarter is recognized from deferred revenue, our quarterly performance will depend primarily upon entering
into new contracts to generate revenues for that quarter. New contracts that we enter into may not result in revenue in the quarter in which the contract is signed and we may not be able to predict accurately when revenues from these contracts will
be recognized.





We determine our operating expenses largely on the basis of anticipated revenue trends and a high
percentage of our expenses are fixed in the short and medium term. As a result, a failure or delay in generating or recognizing revenue could cause significant variations in our operating results from quarter-to-quarter and could result in
substantial operating losses.





Our quarterly operating results may fluctuate in future periods due to seasonal variations and we may
fail to meet expectations





We may also experience seasonality in our business. In many software companies, the
rate of growth or absolute amount of license fee revenues tends to decline from the fourth quarter of one year to the first quarter of the next year, due in part to the structure of sales compensation plans. Our revenue in the first quarter of
fiscal year 2002 and 2003 was significantly lower than the preceding fourth quarter. If we experience such seasonality in the future, our rate of growth or absolute revenues could decline in the first quarter of a fiscal year compared to the
preceding fourth quarter. In addition, the European operations of many companies experience some flatness in the summer months. We may also experience such a pattern in our European operations. Such seasonality may cause our results of operations to
fluctuate or become more difficult to predict and could cause us to fail to meet internal or analyst expected financial results.




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It is difficult to predict the timing of individual orders because infranet has a long and variable
sales cycle





To date, the sales cycle for Infranet generally has been three to nine months or more. The long
sales and implementation cycles for Infranet may cause license revenues and operating results to vary significantly from period to period. Furthermore, the revenues derived from a sale may not be recognized immediately and could be spread over an
extended period. Along with systems integrators and our other distribution partners, we spend significant time educating and providing information to our prospective customers regarding the use and benefits of Infranet. Even after purchase, our
customers tend to deploy Infranet slowly and deliberately, depending on the specific technical capabilities of the customer, the size of the deployment, the complexity of the customers network environment and the quantity of hardware and the
degree of hardware configuration necessary to deploy Infranet.





Our business depends on the commercial acceptance of our products and
its is uncertain to what extent the market will accept them





Our future growth depends on the commercial
success of our Infranet family of products. Substantially all of our license fees revenues are derived from our Infranet product family. Our business will be harmed if our target customers do not adopt and purchase Infranet. Prospective customers
may base their purchasing decisions based on a vendors ability to support their customer management and billing needs for both their new services and their other existing service offerings, such as fixed wire or mobile voice telephony or cable
television. Our ability to address these current and future service requirements with our current version of Infranet and planned future enhancements may affect the market acceptance of Infranet by prospective customers who desire an integrated
customer management and billing solution for their different services. Our future financial performance will also depend on the successful development, introduction and customer acceptance of new and enhanced versions of our products. We are not
certain that our target customers will widely adopt and deploy Infranet as their customer management and billing solution. In the future we may not be successful in marketing Infranet or any new or enhanced products or services. Our future revenues
will also depend on our customers licensing software for additional applications or for additional subscribers. Their failure to do so could harm our business.





Our customers deploy Infranet across a variety of computer hardware platforms and integrate it with a number of legacy systems, third-party software applications and programming tools. Customers
frequently use professional services from Portal, third party system integrators or their own internal information technology organizations, or a combination thereof. Our ability to generate and increase our professional services revenues will
depend in large part on the number of new license transactions and on our ability to gain a significant portion of the services associated with the implementation of Infranet-related projects. We are not certain that our target customers will widely
adopt and use our professional services. In the future we may not be successful in marketing our services our failure to do so could harm our business.





The revenues we derive from our services business have a significantly lower margin than revenues derived from licensing Infranet. Accordingly, the mix of license revenues and service revenues in any
period will affect our operating margins for that period. Failure to meet analyst expectations for operating margins and profitability could cause a decrease in the market value of our common stock.





Our quarterly revenue is generated from a limited number of customers and our customer base is concentrated and the loss of one or more of our customers could
cause our business to suffer





A substantial portion of our license and services revenues in any given quarter
has been, and is expected to continue to be, generated from a limited number of customers with large financial commitments. For example, America Online accounted for more than 10% of our total revenues during each of the quarters of fiscal year
2002. As a result, if a large contract is cancelled or deferred or an anticipated contract does not materialize, our




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business would be harmed. Our total revenues could also be adversely affected if revenues from a significant customer in one period are not replaced with revenues from that customer or other
customers in subsequent periods. For example, America Online did not account for 10% of our total revenues in the first two quarters of fiscal year 2003 as they have completed payment of the license fees for their initial order. The communication
and content industries we have targeted are consolidating, which could reduce the number of potential customers available to us. In addition, several large telecommunications companies have announced decreases in their anticipated capital spending,
which could have the effect of reducing future orders of our products. Moreover, many of our customers may have purchased sufficient quantities of our products to satisfy their current or anticipated requirements. For all of these reasons our
business could suffer in the future.





Our inability to sublease surplus office space would increase our use of cash and operating
expenses and adversely effect operating results





We must periodically change our office facilities in various
locations as the number of existing and projected employees changes for those locations or as existing leases expire. Securing and building out facilities takes significant lead time. Furthermore, because of the need to satisfy projected future
expansion, the amount of space we have leased is generally more than the amount currently required. Significant office leases have terms of between 5 and 20 years. As a result, we frequently sublease the portions of leased facilities that we have
leased to meet our future expansion plans but do not currently need. In addition, our reductions in our workforce undertaken over the past year have substantially reduced our facilities requirements in several locations. As a result, we are
attempting to sublease the facilities that we have previously leased but do not currently need. Portal has leased approximately 73,120 square feet and 38,140 square feet for its regional headquarters facilities in Herndon, Virginia and Slough,
United Kingdom, respectively, for terms of ten and twenty years, respectively.The amounts leased exceed our current requirements and we plan to sublease a majority of the facilities for a substantial portion, if not the entire balance, of
the lease term. Moreover, we also plan to sublease a facility in Cupertino that Portal vacated earlier this year and that comprises approximately 93,200 square feet and is leased through December 2010. There is currently a large amount of vacant
commercial real estate in the San Francisco Bay Area. Moreover, currently prevailing rental rates in many locations are lower than those which we are obligated to pay under the leases. We may therefore encounter significant difficulties or delays in
subleasing such surplus space and may not be able to sublease it for rents equal to those which we are obligated to pay. To the extent that we are unable to sublease this and other surplus space at an amount equal to our rent obligations for that
space or to the extent sublessees fail to perform their obligations to pay rent, we could incur greater operating expenses than we initially planned or included within accrued restructuring charges. Such increases in operating expenses in a period
could cause us to exceed our planned expense levels and adversely affect our financial results for that period. Furthermore, inability to sublease such space may adversely affect our planned uses of cash and our capital resources. Moreover, we have
reduced the amount of the facilities restructuring charges we accrued in fiscal year 2002 by the estimated amount of sublease income. The assumptions we have made are based on the current market conditions in the various areas we have vacant space.
These market conditions can fluctuate greatly, thus causing our accrual to be inaccurate. If, in future periods, it is determined that we have over accrued for restructuring charges as related to the consolidation of facilities, the reversal of such
over accrual would have a favorable impact on our financial statements in the period this was determined. Conversely, if it is determined that our accrual is insufficient, an additional charge would have an unfavorable impact on our financial
statements in the period this was determined.





Our business will suffer dramatically if we fail to successfully plan and manage
changes in the size of our operations





Our ability to successfully offer our products and services in a
rapidly evolving market requires an effective planning and management process. We have experienced rapid changes in our number of employees in recent years. On July 31, 2002, we had 705 employees compared to 1,478 employees on April 30, 2001 and




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634 employees on January 31, 2000. These changes have placed, and our anticipated future operations will continue to place, a significant strain on our management resources our ability to
train and allocate sufficient personnel resources to achieve our many objectives. We expect that we will need to continue to improve our financial and managerial controls and reporting systems and procedures and will need to continue to expand,
train and manage our worldwide work force. We expect that we will have to change our facilities in certain locations and we may face difficulties and significant expenses identifying and moving into suitable office space and subleasing or assigning
any surplus space.





In addition, a reduction in the number of employees can result in significant severance,
administrative and legal expenses. A reduction in the number of personnel may also adversely affect or delay various sales, marketing and product development programs and activities. This may increase the potential likelihood of other risks, such as
delays in product introductions. Our business will suffer dramatically if we fail to effectively manage changes in the size and scope of our operations.





We must hire and retain qualified sales personnel to sell our products





Our financial
success and our ability to increase revenues in the future depend considerably upon the productivity of our direct sales force that has historically generated a majority of our license revenues. This productivity will depend to a large degree on our
success in recruiting, training and retaining qualified direct salespeople. There is strong competition for direct sales personnel with the skills and expertise necessary to sell our products. Our business will be harmed if we fail to hire or retain
qualified sales personnel, or if newly hired salespeople fail to develop the necessary sales skills or develop these skills more slowly than we anticipate.





We also use systems integrators and other strategic relationships to implement and sell infranet





We have entered into relationships with third-party systems integrators, as well as with hardware platform and software applications developers and service providers. We have derived, and anticipate that we will continue to derive, a
significant portion of our market opportunities and revenues from these relationships. We could lose sales opportunities if we fail to work effectively with these parties or fail to grow our base of market and platform partners. We may also be at a
serious competitive disadvantage if we fail to maintain and enhance these indirect sales channels. Many of these partners also work with competing software companies and our success will depend on their willingness and ability to devote sufficient
resources and efforts to marketing and resale of our products versus the products of others. We may not be able to enter into additional, or maintain our existing, strategic relationships on commercially reasonable terms, or at all. Our agreements
with these parties typically are in the form of nonexclusive referral fee or reseller agreements that are effective for a limited period of time and may be renewed only by mutual agreement of both parties. Therefore, there is no guarantee that any
single party will continue to market our products. If these relationships fail, we will have to devote substantially more resources to the distribution, sales and marketing, implementation and support of our products than we would otherwise which
would substantially increase our costs, and our efforts may not be as effective as those of our partners, either of which would harm our business.





Our significant international operations make us much more susceptible to risks from international operations





For the years ended January 31, 2002, 2001 and 2000, we derived approximately 47%, 41% and 35% of our revenue, respectively, from sales outside North America. As a result, we face risks from doing business on an
international basis, including, among others:





| | · |  | reduced protection for intellectual property rights in some countries;
| | - |  | ----------------------------------------------------------------------




| | · |  | licenses, tariffs and other trade barriers;
| | - |  | -------------------------------------------




| | · |  | fluctuations in the value of local currencies relative to the United States Dollar and greater difficulties in collecting accounts receivable;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------




| | · |  | difficulties in staffing and managing foreign operations;
| | - |  | ---------------------------------------------------------



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| | · |  | longer sales and payment cycles;
| | - |  | --------------------------------




| | · |  | political and economic instability;
| | - |  | -----------------------------------




| | · |  | seasonal reductions in business activity;
| | - |  | -----------------------------------------




| | · |  | potentially adverse tax consequences;
| | - |  | -------------------------------------




| | · |  | compliance with a wide variety of complex foreign laws and treaties; and
| | - |  | ------------------------------------------------------------------------




| | · |  | variance and unexpected changes in local laws and regulations.
| | - |  | --------------------------------------------------------------




We currently have offices in a number of foreign locations including Australia, Canada, China, France, Germany, Italy, Japan, Malaysia, Mexico, Poland, Singapore, Spain,
South Korea, Sweden, Taiwan and the United Kingdom and may establish additional facilities in other parts of the world. Expansion of our existing international operations and entry into additional international markets will require significant
management attention and financial resources. We cannot be certain that our investments in establishing facilities in other countries will produce desired levels of revenue. In addition, we have sold Infranet internationally for only a few years and
we have limited experience in developing localized versions of Infranet and marketing and distributing them internationally.





To date we have typically denominated nearly all of our international license revenues in U.S. dollars. Therefore, a strengthening of the dollar versus other currencies could make our products less competitive in foreign markets or
collection of receivables more difficult. Because our foreign denominated revenues have been minimal, we have not engage in currency hedging activities. Commencing in fiscal year 2003, we plan to denominate a larger number of international
transactions in euros and certain other currencies (see also Impact of Foreign Currency Rate Changes in Item 7A below). In such event, we will face greater exposure to adverse movements in foreign currency exchange rates. These exposures
may change over time as business practices evolve and could have a material adverse impact on our financial position and results of operations. In order to reduce the effect of foreign currency fluctuations, we may hedge our exposure on certain
transactional balances that are denominated in foreign currencies through the use of foreign currency forward exchange contracts. Failure to effectively hedge foreign currency fluctuations would adversely affect our financial results.





To the extent that we are unable to successfully manage our international business due to any of the foregoing factors, our
business could be adversely affected.





Our proprietary rights may be inadequately protected and there is a risk of infringement





Our success and ability to compete depend substantially upon our internally developed technology, which we
protect through a combination of patent, copyright, trade secret and trademark law. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy or otherwise obtain and use our products or technology or to develop
products with the same functionality as our products. Policing unauthorized use of our products is difficult and we cannot be certain that the steps we have taken will prevent misappropriation of our technology, particularly in foreign countries
where the laws may not protect our proprietary rights as fully as in the United States. Others may develop technologies that are similar or superior to our technology. Moreover, as the number of competitors in our industry segments grow and the
functionality of products in different industry segments overlaps, we expect that our software products may in the future become subject to third-party infringement claims. Some of our competitors in the market for customer management and billing
software may have filed or may intend to file patent applications covering aspects of their technology upon which they may claim our technology infringes. Any litigation, brought by us or by others, could be time-consuming and costly and could
divert the attention of our technical and management personnel. In addition, litigation could cause product shipment delays or require us to develop non-infringing technology or enter into royalty or licensing agreements. Such royalty or licensing
agreements, if required, may not be available on acceptable terms, or at all, and could have a material and adverse impact on our gross margins and profitability. If a successful claim of product infringement were made against us, our business could
be significantly harmed.




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Our business will suffer if our software contains significant errors or our product development is
delayed





We face possible claims and higher costs as a result of the complexity of our products and the
potential for undetected errors. Due to the mission critical nature of Infranet, undetected errors are of particular concern. Complex software, such as ours, always contains undetected errors. The implementation of Infranet, which we
accomplish through our services division and with our partners, typically involves working with sophisticated software, computing and communications systems. If we experience difficulties with an implementation or do not meet project milestones in a
timely manner, we could be obligated to devote more customer support, engineering and other resources to a particular project and to provide these services at reduced or no cost. If our software contains significant undetected errors or we fail to
meet our customers expectations or project milestones in a timely manner we could experience:





| | · |  | loss of or delay in revenues and loss of market share;
| | - |  | ------------------------------------------------------




| | · |  | loss of customers;
| | - |  | ------------------




| | · |  | failure to achieve market acceptance;
| | - |  | -------------------------------------




| | · |  | diversion of development and implementation resources;
| | - |  | ------------------------------------------------------




| | · |  | injury to our reputation;
| | - |  | -------------------------




| | · |  | increased service and warranty costs;
| | - |  | -------------------------------------




| | · |  | legal actions by customers against us; and
| | - |  | ------------------------------------------




| | · |  | increased insurance costs.
| | - |  | --------------------------




Our licenses with customers generally contain provisions designed to limit our exposure to potential product liability claims, such as disclaimers of warranties and limitations on liability for special, consequential and
incidental damages. In addition, our license agreements generally cap the amounts recoverable for damages to the amounts paid by the licensee to us for the product or service giving rise to the damages. However, these contractual limitations on
liability may not be enforceable, in certain jurisdictions and under certain circumstances, and we may be subject to claims based on errors in our software or mistakes in performing our services including claims relating to damages to our
customers internal systems. A product liability claim, whether or not successful, could harm our business by increasing our costs, damaging our reputation and distracting our management.





If we fail to release products on time, our business will suffer





In the past we have failed to release certain new products and upgrades on time. These delays may result in:





| | · |  | customer dissatisfaction;
| | - |  | -------------------------




| | · |  | cancellation of orders and license agreements;
| | - |  | ----------------------------------------------




| | · |  | negative publicity;
| | - |  | -------------------




| | · |  | loss of revenues;
| | - |  | -----------------




| | · |  | slower market acceptance; or
| | - |  | ----------------------------




| | · |  | legal action by customers against us.
| | - |  | -------------------------------------




Our business may be harmed if we are unable to develop, license or acquire new products or enhancements to Infranet on a timely and cost-effective basis, or if these products or enhancements are not
accepted by the market.




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We incorporate software licensed from third parties into infranet and any significant interruption in
the availability of these third-party software products or defects in these products could harm our business in the short-term





Portions of Infranet incorporate software developed and maintained by third-party software vendors, such as operating systems, tools and database vendors. We expect that we may have to incorporate software from third party
vendors and developers to a larger degree in our future products. Any significant interruption in the availability of these third-party software products or defects in these products or future products could harm our sales unless and until we can
secure another source. We may not be able to replace the functionality provided by the third-party software currently offered with our products if that software becomes obsolete, defective or incompatible with future versions of our products or is
not adequately maintained or updated. The absence of, or any significant delay in, the replacement of that functionality could result in delayed or lost sales and increased costs and could harm our business in the short-term.





Our future success will depend on our ability to manage technological change





The market for our products and the services they are used to support is characterized by:





| | · |  | rapid technological change;
| | - |  | ---------------------------




| | · |  | frequent new product introductions;
| | - |  | -----------------------------------




| | · |  | changes in customer requirements; and
| | - |  | -------------------------------------




| | · |  | evolving industry standards.
| | - |  | ----------------------------




Future versions of hardware and software platforms embodying new technologies and the emergence of new industry standards could render our products obsolete. Our future success will depend upon our ability to develop and
introduce a variety of new products and product enhancements to address the increasingly sophisticated needs of our customers.





Infranet is designed to work on a variety of hardware and software platforms used by our customers. However, Infranet may not operate correctly on evolving versions of hardware and software platforms, programming languages, database
environments, accounting and other systems that our customers use. We must constantly modify and improve our products to keep pace with changes made to these platforms and to back-office applications and other systems. This may result in uncertainty
relating to the timing and nature of new product announcements, introductions or modifications, which may harm our business. If we fail to modify or improve our products in response to evolving industry standards, our products could rapidly become
obsolete, which would harm our business.





The markets in which we sell our product are highly competitive and we may not be able to
compete effectively





We compete in markets that are intensely competitive and rapidly changing. We face
competition from providers of customer management and billing software, such as Amdocs Ltd., Convergys Corporation (which has acquired Geneva Technology Ltd.), CSG Systems International, Inc. and ADC Telecommunications, Inc. We also compete with
systems integrators and with internal information technology departments of larger communications providers. Many of our current and future competitors have significantly more personnel and greater financial, technical, marketing and other resources
than us. We are aware of other companies that are focusing significant resources on developing and marketing products and services that will compete with us. Furthermore, in recent years a number of our competitors have been acquired by companies
larger than us who have sought to expand their CM&B solutions capabilities. The failure of Portal to develop and market products and services that compete successfully with those of other suppliers in the market would harm our business. Portal
anticipates that the market for its products and services will remain intensely competitive.




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Our competitors may be able to respond more quickly to new or emerging
technologies and changes in customer requirements than we can. Also, current and potential competitors have greater name recognition and more extensive customer bases that they can use to compete more effectively. Increased competition could result
in price reductions, fewer customer orders, reduced gross margins and loss of market share, any of which could harm our business.





Our
business substantially depends upon the continued growth of communication and content services





We sell our
products to organizations providing new and emerging communications and content services provided over a variety of communication networks including Internet, fixed line, wireless and satellite networks. Consequently, our future revenues and
profits, if any, substantially depend upon the market acceptance and expanded use of services provided through the Internet and other communication methods. Rapid growth in the use of these services is a recent phenomenon and it may not continue. As
a result, a broad base of regular users of such services may not develop and the market may not accept recently introduced services and products that rely upon the adoption of such services, such as Infranet.





Many of the companies that are marketing broadband access to the Internet or are offering new services over the Internet, wireless
networks and other communication mediums are relatively new businesses. In the past two years, many so called dot.com companies have failed and financing for emerging Internet businesses has been increasingly more difficult to obtain. We
believe that the decline experienced in our North American operations since the third quarter of fiscal year 2001 is attributable in part to the difficulty experienced by several potential customers in receiving financing and a consequential impact
on their decisions to make investments in customer management and billing products and services. Moreover, the market value, financial results and prospects of many large and established companies, including many large telecommunications companies,
have also declined or degraded significantly. Emerging growth and established communications companies recently have been reducing or deferring their purchases of software and related products and the introduction of many new communication services
has been delayed or cancelled. This trend in technology and software spending has hurt and will continue to seriously harm our business until conditions improve. Any general decrease by our customers and potential customers in their rate of software
and network investments would result in a significant decrease in our revenues and operating income. To the extent that our customers and potential customers fail to achieve sustained profitability or obtain adequate funding, we could experience
greater risk and difficulty collecting receivables from those customers that do purchase our products and services which would in turn harm our business and financial results.





Future regulation of the internet or next generation communication services may slow their growth, resulting in decreased demand for our products and services and increased costs of doing business





It is possible that state and federal regulators could adopt laws and regulations that may impose additional
burdens on those companies providing communications and content services. The growth and development of new services may prompt calls for more stringent consumer protection laws or for imposition of additional taxes. The adoption of any additional
laws or regulations affecting communication services may slow their adoption or impose additional burdens on those companies providing such services. A decline in the growth of next generation communication services could decrease demand for our
products and services and increase our cost of doing business, or otherwise harm our business.





Our future success depends on our
ability to attract and retain qualified personnel





Despite overall reductions in our total headcount, we will
continue to hire sales, support, marketing, administrative and research and development personnel in fiscal year 2003 and beyond. Competition for these individuals is intense and we may not be able to attract, assimilate or retain highly qualified
personnel in the future. Our business cannot succeed if we cannot attract qualified personnel. Our future success also depends upon the continued service of our executive officers and other key sales, marketing and support personnel in general.




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We are currently a party to securities litigation class action lawsuits which, if determined
adversely, could negatively affect our business and results of operations





On July 9, 2001, a purported class
action complaint was filed in the Federal District Court Southern District of New York against Portal, certain of its officers and several underwriters of Portals initial public offering (IPO). The lawsuit alleges violations of
Section 11 of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934, arising from alleged improprieties by the underwriters in connection with our 1999 IPO and follow-on public offering, and claims to be on behalf of
all persons who purchased Portal Software shares from May 5, 1999 through December 6, 2000. Four additional nearly identical class actions were also filed in July and August 2001 based on essentially the same facts and allegations. Specifically, the
complaints allege the underwriters charged certain of their customers fees in excess of those disclosed in the prospectus and engaged in certain allegedly improper activities in connection with the distribution of the IPO shares. The complaint was
subsequently amended to allege similar claims with respect our secondary public offering in September 1999.





The
cases have been consolidated into a single action, and a consolidated complaint was filed on April 19, 2002. These actions are part of the IPO Securities Litigation against over 300 issuers and nearly 40 underwriters alleging claims virtually
identical to those alleged against Portal. The action seeks damages in an unspecified amount. A motion to dismiss addressing issues common to the companies and individuals who have been sued in these actions was filed, by Portal, on July 15, 2002.





An unfavorable resolution of these matters could materially affect our future results of operations or cash flows
in a particular period. In addition, the litigation has been, and may continue to be, time-consuming and costly and could divert the attention of our management personnel.





Acquisitions of additional companies or technologies may result in further disruptions to our business and management due to difficulties in assimilating personnel and operations





We may make additional acquisitions or investments in other companies, products or technologies in the future. If we make any
acquisitions, we will be required to assimilate the operations, products and personnel of the acquired businesses and train, retain and motivate key personnel from the acquired businesses. We may be unable to maintain uniform standards, controls,
procedures and policies if we fail in these efforts. Similarly, acquisitions may cause disruptions in our operations and divert managements attention from day-to-day operations, which could impair our relationships with our current employees,
customers and strategic partners. The issuance of equity securities for any acquisition could be substantially dilutive to our stockholders. In addition, our profitability may suffer because of acquisition-related costs or amortization costs for
acquired goodwill and other intangible assets.





Financial difficulties of companies we have invested in could adversely affect our
financial results





We have made investments in three companies and may make investments in others in the
future. If at any time our investment in a company were deemed impaired, we may be required to reduce the book value of that investment, which would in turn reduce our earnings in that period. Such investments could be deemed impaired, for example,
if the financial condition of those companies deteriorates. As of January 31, 2002 and 2001, respectively, we had approximately $1.5 million (total investment of $2.0 million net of a valuation allowance of $0.5 million) and $6.0 million
invested in other companies. During fiscal 2002, we recorded a write-down of $4.0 million related to other than temporary impairment of these investments. Because the financial condition of these companies is outside our control, we cannot
predict if, or when, the value of such investments would be required to be reduced.




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The price of our common stock has been and will be volatile





The trading price of our common stock has fluctuated significantly in the past and will continue to fluctuate in the future. For example
the price of our common stock through January 31, 2002 has fluctuated between $83.93 and $0.76 per share. Future fluctuation could be a result of a number of factors, many of which are outside our control. Some of these factors include:





| | · |  | quarter-to-quarter variations in our operating results;
| | - |  | -------------------------------------------------------




| | · |  | failure to meet the expectations of industry analysts;
| | - |  | ------------------------------------------------------




| | · |  | changes in earnings estimates by us or by analysts;
| | - |  | ---------------------------------------------------




| | · |  | general conditions in the communications and content service industries;
| | - |  | ------------------------------------------------------------------------




| | · |  | announcements and technological innovations or new products by us or our competitors;
| | - |  | -------------------------------------------------------------------------------------




| | · |  | increased price competition; and
| | - |  | --------------------------------




| | · |  | developments or disputes concerning intellectual property rights.
| | - |  | -----------------------------------------------------------------




In addition, the stock market has experienced extreme price and volume fluctuations, which have particularly affected the market prices of many Internet and computer
software companies, including ours, and which have often been unrelated to the operating performance of these companies or our company. Decreases in the trading prices of stocks of technology companies are often precipitous. For example, the price
of our stock dropped rapidly and significantly during the first quarter of fiscal year 2001, during the fourth quarter of fiscal year 2001 and during the first quarter of fiscal year 2002.





Unpredictable foreign payroll taxes may cause our operating results to fluctuate in future periods causing us to fail to meet expectations





We are generally subject to employer payroll taxes when our employees exercise their stock options. The employer payroll taxes are
assessed on each employees gain, which is the difference between the price of our common stock on the date of exercise and the exercise price. During a particular period, these payroll taxes could be material. These employer payroll taxes are
recorded as an expense and are assessed at tax rates that vary depending upon the employees taxing jurisdiction in the period such options are exercised based on actual gains realized by employees. However, because we are unable to predict how
many stock options will be exercised, at what price and in which country during any particular period, we cannot predict, the amount, if any, of employer payroll expense that will be recorded in a future period or the impact on our future financial
results.





If the market for our products does not improve, we may be forced to incur restructuring charges in addition to the
$71 million charge we incurred in the fiscal year ended January 31, 2002





During the fiscal year ended January
31, 2002, we incurred charges of $41.3 million, $19.3 million and $10.4 million for the fiscal quarters ended July 31, 2001, October 31, 2001 and January 31, 2002, respectively, in connection with restructuring plans implemented to reduce our
cost structure. In the quarter ended July 31, 2002 we also incurred restructuring charges of $6.1 million. These restructuring plans were implemented in response to the continued global deferral of capital expenditures by telecommunications
companies, as well as the general downturn in the economy. If the deterioration in the telecommunications and Internet industries continues and capital expenditures continue to be deferred or our business otherwise continues to suffer, we may be
forced to implement additional restructuring plans to further reduce our cost structure and incur additional restructuring charges. Any additional restructuring charges would have a material adverse effect on our financial results.




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The additional impairment of intangible assets from our acquisition of Solution42 and Baygate and
other acquisitions and investments would require us to incur charges related to the impairment of goodwill and developed technology





During the fiscal year ended January 31, 2002, we recorded charges of $199.2 million in connection with the impairment of goodwill and developed technology related to our acquisitions of Solution42 and BayGate. During the
fiscal year ended January 31, 2002, we identified indications of impairment of the intangible assets arising from these acquisitions, including the deterioration of the business climate and the prospects and our intentions for Solution42 and BayGate
as wholly-owned subsidiaries. If the indications of impairment continue, we could be forced to write-down some or all of the $7.3 million of remaining developed technology from the Solution42 acquisition and, potentially, goodwill and developed
technology from future acquisitions, which would have a material adverse effect on our financial condition and results of operations.





Anti-takeover provisions in our Charter Documents, Stockholder Rights Plan and in Delaware Law could prevent or delay a change in control and, as a result, negatively impact our stockholders





We have taken a number of actions that could have the effect of discouraging a takeover attempt. For example, we have adopted a
stockholder rights plan that would cause substantial dilution to a stockholder, and substantially increase the cost paid by a stockholder, who attempts to acquire us on terms not approved by our board of directors. This could prevent us from being
acquired or reduce the price paid by any potential acquirer. In addition, our certificate of incorporation grants the board of directors the authority to fix the rights, preferences and privileges of and issue up to 4,000,000 shares of preferred
stock without stockholder action. Although we have no present intention to issue shares of preferred stock, such an issuance could have the effect of making it more difficult and less attractive for a third party to acquire a majority of our
outstanding voting stock. Preferred stock may also have other rights, including economic rights senior to our common stock that could have a material adverse effect on the market value of our common stock. In addition, we are subject to the
anti-takeover provisions of Section 203 of the Delaware General Corporation Law. This section provides that except in certain limited circumstances a corporation shall not engage in any business combination with any interested stockholder during the
three-year period following the time that such stockholder becomes an interested stockholder. This provision could have the effect of delaying or preventing a change of control of Portal.





We received a letter from Nasdaq stating that if we are unable to comply with the minimum bid price of $1.00, our common stock will be delisted





We received a letter dated August 6, 2002, from the staff of the Nasdaq Stock Market, or Nasdaq, which notified us that the bid price for
our common stock had been below $1.00 per share for a period of thirty consecutive days. Nasdaq advised us that we would be given a period of ninety days within which to comply with the minimum bid price requirement in order to maintain the listing
of our common stock on the Nasdaq National Market. If we are unable to demonstrate compliance with the minimum bid requirement for ten consecutive days on or before November 4, 2002, Nasdaq will provide us with written notification that our common
stock will be delisted. At that time we may appeal the staffs decision to a Nasdaq Listing Qualification Panel. In the alternative, we may apply to transfer our securities to the Nasdaq SmallCap Market. If we submit a transfer application and
pay the applicable listing fees by November 4, 20002, initiation of de-listing proceedings will be stayed pending Nasdaqs review of our transfer application. If the transfer application is approved, we will have a 180 day grace period ending
on February 3, 2003 from meeting the Nasdaq SmallCap listing requirements and will be eligible for an additional 180 day grace period if we meet the initial listing requirements for the Nasdaq SmallCap Market. We intend to pursue all available
options to meet the Nasdaq listing requirements. If our common stock is delisted from the Nasdaq National Market, sales of our common stock would likely be conducted on the SmallCap Market or in the over-the-counter market or potentially in regional
exchanges. This may have a negative impact on the liquidity and price of our common stock and investors may find it more difficult to purchase or dispose of, or to obtain accurate quotations as to the market value of, our common stock.




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ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





The following discussion about Portals risk management activities includes forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those projected in the
forward-looking statements for the reasons described under the caption Managements Discussion And Analysis Of Financial Condition And Results Of OperationsRisks Associated With Portals Business And Future Operating
Results.





Short-Term Investment Portfolio





We do not hold derivative financial instruments in our short-term investment portfolio. Our short-term investments consist of instruments rated the equivalent of Standard
& Poors and Moodys short-term rating A1/P1 or long-term rating of at least A/A2. This policy dictates that we diversify our holdings and limit our short-term investments to a maximum of $5 million to any one issuer. Our policy also
dictates that all short-term investments mature in 24 months or less.





The following table presents the amounts of
cash equivalents and investments that are subject to market risk and the weighted average interest rates, by year of expected maturity for Portals investment portfolios as of January 31, 2002. This table does not include cash because cash is
not subject to market risk. It also does not include long-term investments as they are held to maturity and, therefore, near-term changes in market rates will not result in losses. (In thousands, except weighted average yields):





Maturing within 1 Year


Maturing within 2 Years


Thereafter


TotalAs of January 31, 2002:Cash Equivalents

$
28,423


$



$



$
28,423Weighted Average Yield


1.80
%



%



%


1.80
%Investments


59,512



17,669







77,181Weighted Average Yield


3.88
%


3.77
%



%


3.85
%Total Portfolio

$
87,935


$
17,669


$



$
105,604Weighted Average Yield


3.20
%


3.77
%



%


3.30
%





Impact of Foreign Currency Rate Changes





During fiscal year 2002, most local currencies of our international subsidiaries weakened against the U.S. dollar. Because we translate
foreign currencies into U.S. dollars for reporting purposes, currency fluctuations can have an impact, though generally immaterial, on our results. We believe that our exposure to currency exchange fluctuation risk has been insignificant primarily
due to the denomination of nearly all of our sales transactions in U.S. dollars. For the fiscal year ended January 31, 2002, there was an immaterial currency exchange impact from our intercompany transactions. To date, we have not engaged in foreign
currency hedging.





As a global concern, we anticipate that our sales outside the United States will increasingly
be denominated in other currencies. In such event, we will face exposure to adverse movements in foreign currency exchange rates. These exposures may change over time as business practices evolve and could have a material adverse impact on our
financial position and results of operations.




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##### Table of Contents

ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA





1.    Index to Consolidated Financial Statements





The following
financial statements are filed as part of this report





PageReport of Ernst & Young LLP, Independent Auditors

47Consolidated Balance Sheets as of January 31, 2002 and 2001

48Consolidated Statements of Operations for the three years ended January 31, 2002

49Consolidated Statement of Stockholders Equity (Net Capital Deficiency) for the three years ended January 31,
2002

50Consolidated Statements of Cash Flows for the three years ended January 31, 2002

51Notes to Consolidated Financial Statements

52




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##### Table of Contents

REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS





The Board of Directors and Stockholders


Portal Software, Inc.





We have audited the accompanying consolidated balance sheets of Portal Software, Inc. as of January 31, 2002 and 2001, and the related consolidated statements of
operations, stockholders equity (net capital deficiency) and cash flows for each of the three years in the period ended January 31, 2002. These financial statements are the responsibility of the management of Portal Software, Inc. Our
responsibility is to express an opinion on these financial statements based on our audits.





We conducted our
audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.





In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Portal Software, Inc. at January 31, 2002 and 2001 and the consolidated results of its
operations and its cash flows for each of the three years in the period ended January 31, 2002, in conformity with accounting principles generally accepted in the United States.





/s/    ERNST & YOUNG LLP





Palo Alto, California


February 14, 2002




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##### Table of Contents

PORTAL SOFTWARE, INC.





CONSOLIDATED BALANCE SHEETS


(in thousands, except par value)





January 31,2002


2001ASSETSCurrent assets:Cash and cash equivalents

$
36,318


$
69,323Accounts receivable, net of allowance for doubtful accounts of $7,869 and $2,899 at January 31, 2002 and 2001,
respectively


22,323



83,225Short-term investments


75,463



141,275Restricted short-term investments


1,718



7,198Deferred income taxes


2,733



5,045Prepaid expenses and other current assets


5,083



11,302Total current assets


143,638



317,368Property and equipment, net


43,146



54,209Goodwill, net






229,301Purchased developed technology, net


7,315



12,938Restricted long-term investments


15,414



3,466Other assets


3,693



12,772$
213,206


$
630,054LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
4,079


$
9,923Accrued compensation


12,136



24,198Accrued acquisition expenses


557



11,629Accrued restructuring expenses


34,981



Other accrued liabilities


17,014



18,983Short-term notes payable






2,250Current portion of capital lease obligations


587



2,093Deferred revenue


37,466



66,937Total current liabilities


106,820



136,013Long-term notes payable


1,658



1,800Long-term portion of capital lease obligations


11



598Long-term deferred income taxes


2,733



5,045Other liabilities


49



209Commitments and contingenciesStockholders equity:Convertible preferred stock, $0.001 par value, issuable in series: 5,000 shares authorized, none issued and outstanding






Common stock, $0.001 par value; 1,000,000 shares authorized at January 31, 2002; 174,948 and 171,344 shares issued and
outstanding at January 31, 2002 and January 31, 2001, respectively


175



171Additional paid-in capital


536,249



526,732Accumulated other comprehensive income (loss)


(709
)


132Notes receivable from stockholders


(79
)


(127
)Deferred stock compensation


(335
)


(2,653
)Accumulated deficit


(433,366
)


(37,866
)Stockholders equity


101,935



486,389$
213,206


$
630,054





See accompanying notes.




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##### Table of Contents

PORTAL SOFTWARE, INC.





CONSOLIDATED STATEMENTS OF OPERATIONS


(in thousands, except per share amounts)





Years Ended January 31,2002


2001


2000Revenues:License fees

$
70,598


$
180,334


$
67,049Services


84,192



87,973



36,000Total revenues


154,790



268,307



103,049Costs and expenses:Cost of license fees


1,349



4,917



2,596Cost of services


61,182



59,555



22,808Amortization of purchased developed technology


4,250



862



Research and development


59,795



57,685



26,090Sales and marketing


81,309



96,836



43,671General and administrative


38,508



31,886



15,349Amortization of deferred stock compensation


1,992



3,726



8,235In-process research and development






9,200



Amortization of goodwill


31,127



14,864



Reduction in intangibles due to impairment


199,158







Restructuring costs


71,020







Total costs and expenses


549,690



279,531



118,749Loss from operations


(394,900
)


(11,224
)


(15,700
)Interest and other income, net


8,120



12,898



5,886One-time gain upon expiration of unexercised put option on common stock










3,810Write-down of impaired investments


(4,000
)






Income (loss) before income taxes


(390,780
)


1,674



(6,004
)Provision for income taxes


(4,720
)


(3,981
)


(1,616
)Net loss

$
(395,500
)

$
(2,307
)

$
(7,620
)Basic and diluted net loss per share

$
(2.30
)

$
(0.01
)

$
(0.06
)Shares used in computing basic and diluted net loss per share


171,989



159,865



124,816(1)    Amortization of deferred
stock compensation relates to the following expense categories:Cost of services

$
312


$
603


$
1,333Research and development


683



1,198



2,649Sales and marketing


561



1,084



2,395General and administrative


436



841



1,858Total

$
1,992


$
3,726


$
8,235





See accompanying notes.




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##### Table of Contents

PORTAL SOFTWARE, INC.





CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY (NET CAPITAL DEFICIENCY)


(in thousands, except share amounts)





Convertible Preferred Stock


Common Stock


Additional Paid-In Capital


Accumu- lated
Other Compre- hensive Income (Loss)


Notes Receivable from Stockholders


Deferred Stock Compensation


Accumulated Deficit


Total Stock- holders Equity (Net Capital Deficiency)Shares


Amount


Shares


AmountBalances at January 31, 1999

57,304,374


$
18,482


78,367,086


$
927


$
16,753


$



$
(318
)

$
(14,456
)

$
(27,939
)

$
(6,551
)Comprehensive loss:Net unrealized loss on investments




















(704
)














(704
)Translation adjustment and other




















65















65Net loss
































(7,620
)


(7,620
)Total comprehensive loss




































(8,259
)Issuance of Series A preferred stock upon exercise of warrants

682,200



58






























58Conversion of preferred stock to common stock upon completion of initial public offering

(57,986,574
)


(18,540
)

57,986,574



29



18,511



















Issuance of common stock in initial public offering and private placement, net of issuance costs








15,961,198



8



102,360



















102,368Reincorporation to Delaware












(888
)


888



















Issuance of common stock in secondary public offering, net of issuance costs








5,900,000



3



105,959



















105,962Issuance of common stock upon exercise of stock options, net of repurchases








(408,618
)






3,258







59











3,317Issuance of common stock for cash








145,914







118



















118Issuance of common stock upon exercise of warrants








474,944







146



















146Issuance of common stock pursuant to Employee Stock Purchase Plan








499,402







2,976



















2,976Impact of stock split












80



(80
)


















Deferred stock compensation
















158











(158
)






Amortization of deferred stock compensation




























8,235







8,235Balances at January 31, 2000








158,926,500



159



251,047



(639
)


(259
)

$
(6,379
)


(35,559
)


208,370Comprehensive loss:Net unrealized gain on investments




















1,503















1,503Translation adjustment and other




















(732
)














(732
)Net loss
































(2,307
)


(2,307
)Total comprehensive loss




































(1,536
)Issuance of common stock upon exercise of stock options, net of repurchases








4,469,453



4



14,615







132











14,751Tax benefits from employee stock option plans
















5,050



















5,050Issuance of common stock upon acquisition of Solution42








6,818,188



7



248,751



















248,758Issuance of common stock pursuant to Employee Stock Purchase Plan








1,130,305



1



7,269



















7,270Amortization of deferred stock compensation




























3,726







3,726Balances at January 31, 2001








171,344,446



171



526,732



132



(127
)


(2,653
)


(37,866
)


486,389Comprehensive loss:Net unrealized loss on investments




















(183
)














(183
)Translation adjustment and other




















(658
)














(658
)Net loss
































(395,500
)


(395,500
)Total comprehensive loss




































(396,341
)Issuance of common stock upon exercise of stock options, net of repurchases








1,212,607



2



2,279



















2,281Issuance of common stock pursuant to Employee Stock Purchase Plan








2,390,743



2



7,351



















7,353Amortization of deferred stock compensation




























1,992







1,991Payments on shareholder notes receivable
























48











48Stock options assumed upon acquisition of BayGate
















289











(134
)






155Reduction of deferred stock compensation related to terminations
















(402
)










460







58Balances at January 31, 2002




$



174,947,796


$
175


$
536,249


$
(709
)

$
(79
)

$
(335
)

$
(433,366
)

$
101,935





See accompanying notes.




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##### Table of Contents




PORTAL SOFTWARE, INC.





CONSOLIDATED STATEMENTS OF CASH FLOWS


(in thousands)





Years Ended January 31,2002


2001


2000OPERATING ACTIVITIES:Net loss

$
(395,500
)

$
(2,307
)

$
(7,620
)Adjustments to reconcile net loss to net cash provided by (used in) operating activities:Depreciation and amortization


17,966



8,416



1,939Amortization of deferred stock compensation


1,992



3,726



8,235Remeasurement gain related to put option










(3,810
)In-process research and development






9,200



Amortization of purchased intangibles and goodwill


35,377



15,726



Reduction in intangibles due to impairment


199,158







Restructuring costs


71,020







Write-down of impaired investments


4,000







Changes in operating assets and liabilities:Accounts receivable, net


60,902



(52,113
)


(14,072
)Prepaids and other current assets


3,463



(5,417
)


(1,585
)Other assets


785



(2,175
)


(285
)Accounts payable


(5,917
)


2,594



3,088Accrued compensation


(12,271
)


14,864



7,913Other accrued liabilities


(35,020
)


8,478



80Deferred revenue


(29,470
)


33,564



9,513Net cash provided by (used in) operating activities


(83,515
)


34,556



3,396INVESTING ACTIVITIES:Purchases of short-term investments


(184,089
)


(136,463
)


(201,433
)Sales of short-term investments


97,699



43,320



Maturity of short-term investments


149,978



106,857



42,851Purchases of long-term investments


(6,992
)


(2,747
)


(5,948
)Maturity of long-term investments


3,000



2,237



68Purchases of property and equipment


(12,634
)


(40,329
)


(15,186
)Purchases of private equity investments






(5,000
)


(2,000
)Proceeds from sale of private equity investments


1,112







Cash acquired from (used in) acquisitions


(2,103
)


2,459



Net cash provided by (used in) investing activities


45,971



(29,666
)


(181,648
)FINANCING ACTIVITIES:Payments received from stockholder notes receivable


48



132



Repayment of notes payable


(2,391
)






Repayment of long-term debt










(4,122
)Proceeds from line of credit










1,000Repayment of line of credit










(1,000
)Principal payments under capital lease obligations


(2,093
)


(1,142
)


(544
)Proceeds from issuance of common stock, net of repurchases and issuance costs


9,634



21,890



214,952Net cash from financing activities


5,198



20,880



210,286Effect of exchange rate on cash and cash equivalents


(659
)


(334
)


44Net increase (decrease) in cash and cash equivalents


(33,005
)


25,436



32,078Cash and cash equivalents at beginning of year


69,323



43,887



11,809Cash and cash equivalents at end of year

$
36,318


$
69,323


$
43,887Supplemental disclosures of cash flow information:Interest paid

$
172


$
181


$
366Income taxes paid

$
1,865


$
145


$
553Supplemental disclosures of non-cash financing activity:Equipment acquired under capital lease obligations

$



$
1,540


$
337Deferred stock compensation related to options granted

$



$



$
158Issuance of common stock for acquisition of Solution42

$



$
248,758


$
Stock options assumed upon acquisition of BayGate

$
289


$



$



See accompanying notes.




51




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##### Table of Contents




PORTAL SOFTWARE, INC.





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





(1)  Significant Accounting Policies:





Nature of Business and Basis of
Presentation





Portal Software, Inc., or Portal, develops customer management and billing software solutions
for communications and content service providers. Portals real time, convergent platform enables its customers to rapidly create, deploy and bill for services with flexible business models. Portals software is licensed by a majority of
the worlds largest communications providers to deliver voice, data, video and content services across wireless, wireline, cable and satellite networks. Portal markets its products worldwide through a combination of a direct sales force and
system integration partners. Substantially all of Portals license revenues are derived from sales of its Infranet product line.





Principles of Consolidation





The consolidated financial statements include the
accounts of Portal and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.





Foreign Currency





Portal considers the functional currency
of its foreign subsidiaries to be the local currency. Assets and liabilities recorded in foreign currencies are translated at the exchange rate on the balance sheet date and revenue, costs and expenses are translated at average rates of exchange in
effect during the year. Translation gains and losses are reported within accumulated other comprehensive loss. Net gains and losses resulting from foreign exchange transactions were immaterial in all periods presented.





Revenue Recognition





License revenues are comprised of fees for multi-year or perpetual licenses, which are primarily derived from contracts with corporate customers and resellers. Revenue from license fees is recognized when persuasive evidence
of an arrangement exists, delivery of the product has occurred, no significant Portal obligations with regard to implementation remain, the fee is fixed or determinable and collectibility is probable. We recognize license revenue using the residual
method. The software is considered to have been delivered when Portal has provided the customer with the access codes that allow for immediate possession of the software. If the fee due from the customer is not fixed or determinable, revenue is
recognized as payments become due from the customer. If collectibility is not considered probable, revenue is recognized when the fee is collected. Revenue from arrangements with customers who are not the ultimate users (resellers) is not recognized
until evidence of an arrangement with an end user has been received. Portals policy should we enter into a transaction with a customer to purchase the customers products contemporaneously with the customers purchase of software
from Portal, is to recognize the amount of license fees paid to Portal net of the fees paid for the customers products.





Services revenues are primarily comprised of revenue from systems integration or other consulting fees, maintenance agreements and training. Arrangements that include software services are evaluated to determine whether those
services are essential to the functionality of other elements of the arrangement. When software services are considered essential, license and service revenue under the arrangement is recognized using contract accounting. When software services are
not considered essential, which has been the case in the majority of our license arrangements, the revenue related to the license is recorded upon delivery and the revenue related to the fair value of the software services is recognized as the
services are performed. Fair value is based on the price charged when these services are sold separately. Maintenance agreements provide technical support and include the right to unspecified upgrades on an if-and-when-available basis. Maintenance
revenue is deferred and recognized on a straight-line basis as services revenue over the life of the related agreement, which is typically one year. Customer advances and billed amounts due from customers in excess of revenue recognized are
generally recorded as deferred revenue.




52




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##### Table of Contents



PORTAL SOFTWARE, INC.





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)







Portals revenue recognition policy takes into consideration the
creditworthiness of the customer in determining the probability of collection as a criterion for revenue recognition. The determination of creditworthiness requires the exercise of judgment, which affects Portals revenue recognition. If a
customer is deemed to be not creditworthy, all revenue under arrangements with that customer is recognized upon receipt of cash. The creditworthiness of customers is re-assessed on a regular basis and revenue is deferred until cash receipt, if
appropriate. Additionally, Portal enters into contracts with payment terms that extend beyond its normal credit period, which is currently 60 days. For such transactions, it is Portals policy to recognize such revenue only when payments are
due, provided that the customer is deemed to be creditworthy.





Research and Development





Research and development expenditures are generally charged to operations as incurred. Statement of Financial Accounting
Standards No. 86, Accounting for the Costs of Computer Software to Be Sold, Leased or Otherwise Marketed, requires the capitalization of certain software development costs subsequent to the establishment of technological feasibility.
Based on Portals product development process, technological feasibility is established upon the completion of a working model. Costs incurred by Portal between the completion of the working model and the point at which the product is ready for
general release have been insignificant. Therefore, through January 31, 2002, Portal has charged all such costs to research and development expense in the period incurred.





Concentration of Credit Risk





Substantially all of Portals software and services have been sold to North American, European and Asia-Pacific communication and content service providers, including mobile wireless companies, broadband, electronic content and
Internet access companies, as well as other Internet and e-commerce companies. Accordingly, adverse economic trends affecting the communications industry may increase our credit risk. Portal performs ongoing credit evaluations of its customers and
does not require collateral. During fiscal year 2002, 2001 and 2000, Portal added approximately $11.0 million, $2.1 million and $1.0 million, respectively, to its allowance for doubtful accounts. Write-offs of uncollectible accounts totaled $6.0
million, $0.4 million and $0.8 million for fiscal year 2002, 2001 and 2000, respectively.





One customer, AOL
Time Warner, accounted for 20% of total revenue during fiscal 2002. No individual customer accounted for 10% or more of total revenue during fiscal 2001. One customer accounted for 10% of total revenue during fiscal 2000.





Segment Information





Portal operates solely in one segment, the development and marketing of customer management and billing software. Portals foreign operations consist primarily of sales, marketing and support activities through its
foreign subsidiaries. We also conduct software development at one site in Germany. Operating losses generated by the foreign operations of Portal and their corresponding identifiable assets were not material in any period presented. Portals
chief operating decision maker reviews financial information presented on a consolidated basis, accompanied by disaggregated information about revenues by geographic region for purposes of making operating decisions and assessing financial
performance. Portal does not assess the performance of its geographic regions on other measures of income or expense, such as depreciation and amortization, gross margin or net income. In addition, as Portals assets are primarily located in
its corporate office in the United States and not allocated to any specific region, Portal does not produce reports for, or measure the performance of its geographic regions based on any asset-based metrics. Therefore, geographic information is
presented only for revenues.




53




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##### Table of Contents



PORTAL SOFTWARE, INC.





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)







Portals export revenue represented 47%, 41% and 35% of total
revenues in fiscal year 2002, 2001 and 2000, respectively. All of the export sales to date have been denominated in U.S. dollars and were derived from sales to Europe (which is defined by Portal as Europe, Middle East and Africa) and
Intercontinental (which is defined by Portal as Asia-Pacific, Japan and Latin America). European revenues for these years, respectively, were $48.2 million, $65.0 million and $28.7 million and Intercontinental revenues were $24.8 million,
$46.4 million and $7.5 million.





Fair Value of Financial Instruments





The fair value of short-term and long-term notes payable and short-term and long-term capital lease obligations is estimated based on
current interest rates available to Portal for debt instruments with similar terms, degrees of risk and remaining maturities. At January 31, 2002 and 2001, the carrying values of these obligations approximate their respective fair values.





Advertising





Portal expenses advertising costs as incurred. Advertising expense for fiscal year 2002, 2001 and 2000 was approximately $0.2 million, $0.9 million and $0.5 million, respectively.





Cash, Cash Equivalents, Short-Term and Long-Term Investments





Portal considers all highly liquid, low-risk debt instruments with an original maturity, at the date of purchase, of three months or less to be cash equivalents. At January
31, 2002 and 2001, cash equivalents and short-term investments consist primarily of commercial paper, corporate notes, money market funds and government securities. All short-term investments mature within 24 months.





Portal classifies, at the date of acquisition, its cash equivalents and short-term investments as available-for-sale in accordance with
the provisions of the Financial Accounting Standards Boards (FASB) Statement of Financial Accounting Standards No.115, Accounting for Certain Investments in Debt and Equity Securities (FAS 115). Securities
are reported at fair market value, with the related unrealized gains and losses included within stockholders equity. At January 31, 2002 unrealized gains, for cash equivalents and short-term investments, were $0.6 million, due primarily to the
effects of decreasing interest rates on longer-term securities, and at January 31, 2001, unrealized gains, for cash equivalents and short-term investments, were $0.8 million. It is possible that a portion of the unrealized gain will be realized, as
many high-yielding corporate notes are being downgraded to a level at or below the minimum requirements of our investment policy. As this happens, these securities will be sold resulting in a realized gain. Debt and discount securities are adjusted
for straight-line amortization of premiums and accretion of discounts to maturity, both of which are included in interest income. Realized gains and losses are recorded using the specific identification method and are immaterial for all periods
presented.




54




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##### Table of Contents



PORTAL SOFTWARE, INC.





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)




The following schedule summarizes the estimated fair value of Portals cash, cash equivalents and
short-term investments (in thousands):





January 31,2002

2001Cash and cash equivalents:Cash

$
7,895

$
16,973Money market funds


16,435


41,380Commercial paper





9,674U.S. Government securities


11,988


1,296$
36,318

$
69,323





Short-term investments at January 31, 2002:


Gross UnrealizedAmortized Cost


Gain

Loss

Fair ValueCorporate notes

$
39,086


$
583

$


$
39,669U.S. Government securities


35,485



33





35,518Commercial paper


1,993



1





1,994Restricted investments


(1,718
)








(1,718
)$
74,846


$
617

$


$
75,463





Short-term investments at January 31, 2001:


Gross UnrealizedAmortized Cost


Gain

Loss


Fair ValueCorporate notes

$
106,688


$
740

$



$
107,428Municipal bonds


31,354



77






31,431Commercial paper


9,627






(13
)


9,614Less restricted investments


(7,198
)









(7,198
)$
140,471


$
817

$
(13
)

$
141,275





The estimated fair value of short-term investments classified by
date of maturity is as follows (in thousands):





January 31,2002


2001Due within one year

$
59,512


$
115,183Due within two years


17,669



33,290Restricted short-term investments


(1,718
)


(7,198
)$
75,463


$
141,275





As of January 31, 2002 restricted short-term investments of $1.7
million combined with restricted long-term investments of $15.4 million represent collateral for five letters of credit and one bank guarantee. The five letters of credit issued in lieu of a cash security deposit are renewable annually and expire on
various dates from




55




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##### Table of Contents



PORTAL SOFTWARE, INC.





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)




October 31, 2005 through March 5, 2021. The bank guarantee, issued to secure outstanding bank loans of former shareholders of Solution42, is for $1.6 million and expires on April 30, 2002.
Restricted investments consist of corporate bonds maturing over a period of one to two years.





At January 31,
2001, short-term restricted investments of $7.2 million combined with restricted long-term investments of $3.5 million represented collateral for four letters of credit issued in lieu of security deposits for facility leases and consist of corporate
bonds maturing over a period of one to two years.





Portal also invests in equity instruments of privately held
companies for business and strategic purposes. These investments are included in other assets, in the amount of $1.5 million (total investment of $2.0 million net of a valuation allowance of $0.5 million) as of January 31, 2002 and $6.0 million as
of January 31, 2001. The investments are accounted for using the cost method as Portal does not have the ability to exercise significant influence over the operations of these companies and Portals investment is less than 20% of the
outstanding voting shares in each entity. Portal monitors its investments for other than temporary impairment, basing its assessment on a review of the investees operations and other indicators. Other indicators include, but are not limited
to, limited capital resources, limited prospects of receiving additional financing and prospects for liquidity of the related securities.





On July 31, 2001, we held non-marketable securities for three private companies, each with a cost basis of $2 million. During the quarter ended July 31, 2001, two of the three companies demonstrated cash burn rates
significantly in excess of their respective working capital levels and their anticipated access to funding. Further, both companies were in loss positions and, despite efforts to reduce their respective spending levels, continued to record losses
due to slow growing revenues. Considering the downturn in the economy, we believed that it would be difficult for the companies to obtain additional financing. Consequently, we believed that these were indicators that these non-marketable
investments experienced other than temporary declines in value as of July 31, 2001. As Portal did not foresee these investments generating any value or cash in the foreseeable future, and as such did not foresee the investments returning to the
valuation levels at the time of Portals initial investment, we deemed the decline in value to be other than temporary and consequently wrote-off the $4 million of cost to $0 during this quarter.





The remaining $1.5 million (total investment of $2.0 million net of a valuation allowance of $0.5 million) was determined to not be
impaired based upon a review of the companys financial statement. Even though the company is still generating losses, it has experienced growth in revenues and has continued to make concerted efforts to reduce its cost structure. We will
continue to monitor our investment in this company for signs of potential deterioration.





Depreciation and
Amortization





Depreciation on office and computer equipment and furniture is computed using the straight-line
method over estimated useful lives of two to seven years. Leasehold improvements are amortized using the straight-line method over the shorter of the related lease term or their estimated useful lives, typically five years.





Goodwill





Goodwill is carried at cost less accumulated amortization. Amortization, through the year ended January 31, 2002, is computed using the straight-line method over the estimated economic life of four years. During fiscal 2002, Portal
recorded a charge of $194.5 million to reflect the impairment of goodwill. Goodwill was further reduced by $3.5 million due to the reversal of excess accrued direct acquisition costs. As of January 31, 2002 there was no remaining balance in
goodwill.




56




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##### Table of Contents



PORTAL SOFTWARE, INC.





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)







Impairment of Long-Lived Assets





Long-lived assets and intangibles, including goodwill, are evaluated for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. If the presence of indicators exist that would suggest the impairment of assets, the estimated future net cash flows associated with the asset are compared to the assets carrying
amount to determine if impairment has occurred. If such assets are deemed impaired, an impairment loss equal to the amount by which the carrying amount exceeds the fair value of the assets is recognized. If quoted market prices for the assets are
not available, the fair value is calculated using the present value of estimated expected future net cash flows. The cash flow calculations are based on managements best estimates, using appropriate assumptions and projections at the time.





During the fiscal year ended January 31, 2002, Portal identified indicators of possible impairment of the
intangible assets arising from its acquisition of Solution42.





As related to Portals acquisition of
Solution42, the indicators of impairment included the other than temporary decline in market values of technology companies in general and Portal specifically. Portals stock price experienced a steady decline over the course of several
quarters, with a slight rebound at the end of the first quarter of fiscal 2002. The slight rebound in stock prices appeared to indicate a temporary decline in market values, but the stock continued on a downward trend in the second quarter of fiscal
2002. Had Solution42 been an independent company, Portal concluded that its valuation would have declined in a similar manner to Portals based on the similarity of products, target markets and declining revenue. Additionally, in the second
quarter of fiscal 2002 the forecasted revenue for Solution42 products deteriorated significantly from the forecasts made at the time of the acquisition. In connection with Portals restructuring plans (see Restructuring Costs below), it planned
to reduce its headcount overseas which included many Solution42 employees and canceled research and development activities related to the Solution42 product, both of which were a result of an other than temporary deterioration in business climate
and a drastic reduction in forecasted revenue opportunities.





Portal performed asset impairment tests at the
Solution42 subsidiary level, the lowest level for which there were identifiable cash flows related to these acquired intangible assets and goodwill. The tests were performed by comparing the expected undiscounted cash flows to the carrying amount of
the long-lived assets resulting from the Solution42 acquisition. Based on the results of these tests, Portal determined that long-lived assets initially recorded in connection with this acquisition were significantly impaired.





Portal measured the impairment loss related to long-lived assets based on the amount by which the carrying amount of such
assets exceeded its fair value. Measurement of fair value was based on an analysis of the future discounted cash flows at the Solution42 level. In performing this analysis, Portal used the best information available in the circumstances including
reasonable and supportable assumptions and projections. The discounted cash flow analysis considered the likelihood of possible outcomes and was based on Portals best estimate of projected future cash flows. The discount rate was based on
historical risk premiums required by investors for companies of Portals size, industry and capital structure and included risk factors specific to Portal. The analysis indicated that Portals long-lived assets for Solution42 were impaired
by an amount totaling $193.4 million. Accordingly, Portal recorded an impairment write-down of this amount during the second quarter of fiscal 2002.





During the quarter ended October 31, 2001, Portal further reduced goodwill by $3.5 million due to the reversal of excess accrued direct acquisition costs. During the final quarter of fiscal 2002,
Portal identified additional indicators of impairment of its remaining Solution 42 long-lived assets. As a result, Portal recorded charges of $1.1 million and $2.2 million to reflect the impairment of goodwill and purchased developed technology,
respectively, related to Portals investment.




57




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##### Table of Contents



PORTAL SOFTWARE, INC.





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)







Due to the lack of revenues generated from BayGate products together
with the October 2001 reduction of workforce associated with BayGates product, Portal cancelled the further planned development of BayGate-related products. Based on these key factors, Portal recorded a charge of $2.5 million during the
quarter ended October 31, 2001, to reflect the impairment of purchased developed technology related to its investment in BayGate.





Portal did not record any write-downs of long-lived assets during fiscal 2001 and 2000.





Use of
Estimates





The preparation of financial statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ materially from those estimates.





Net Loss Per Share





In accordance with FAS 128, basic and diluted net loss per share have been computed using the weighted-average number of shares of common stock outstanding during the period, less shares subject to repurchase.





The following table presents the calculation of basic and diluted net loss per share for each of the three years in the period
ended January 31, 2002 (in thousands, except per share data):





Years ended January 31,2002


2001


2000Basic and diluted:Net loss

$
(395,500
)

$
(2,307
)

$
(7,620
)Weighted-average shares of common stock outstanding


172,902



163,920



133,000Less: Weighted-average shares subject to repurchase


(913
)


(4,055
)


(8,184
)Weighted-average shares used in computing basic net loss per share


171,989



159,865



124,816Net loss per share

$
(2.30
)

$
(0.01
)

$
(0.06
)





Portal has excluded outstanding warrants and stock options from the
calculation of diluted loss per share because all such securities are antidilutive for all periods presented. The total number of shares excluded from the calculations of diluted net loss per share was 4,524,517, 14,973,964 and 20,679,540 for fiscal
year 2002, 2001 and 2000, respectively. Such securities, had they been dilutive, would have been included in the computations of diluted net loss per share using the treasury stock method. See Note 8 for further information on these securities.





Stock-Based Compensation





Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation, (FAS 123), encourages but does not require
companies to record compensation cost for stock-based employee compensation plans at fair value. Portal has chosen to continue to account for stock-based compensation using the intrinsic value method prescribed in Accounting Principles Board Opinion
No. 25, Accounting for Stock Issued to Employees and related interpretations, in accounting for its stock option plans. See the pro forma disclosures of applying FAS 123 included in Note 8.




58




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##### Table of Contents



PORTAL SOFTWARE, INC.





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)







Recently Issued Accounting Standards





In July 2001, the Financial Accounting Standards Board (FASB) issued FAS 141 Business Combinations (FAS
141) and FAS 142 Goodwill and Other Intangible Assets (FAS 142). FAS 141 requires the purchase method of accounting for all business combinations and specifies criteria required to recognize and report intangible assets
separate from goodwill. FAS 141 is effective for all business combinations accounted for using the purchase method that are completed after June 30, 2001 and for all business combinations initiated after June 30, 2001. The adoption of FAS 141 did
not have a significant impact on our financial statements.





FAS 142 requires that goodwill and other intangible
assets with indefinite useful lives be tested for impairment, at least annually, instead of being amortized. Intangible assets with finite useful lives will continue to be amortized over their estimated useful lives. Adoption of FAS 142 in its
entirety is required for fiscal years beginning after December 15, 2001. Transitional provisions also require that upon adoption of FAS 142 in its entirety, intangible assets acquired in business combinations, accounted for using the purchase method
and completed prior to July 1, 2001, must be classified using the criteria outlined in FAS 141. The adoption of FAS 142, in its entirety, will not have a significant impact on our financial statements.





In August, 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, (FAS
144) that is applicable to financial statements issued for fiscal years beginning after December 15, 2001. FAS 144 supersedes SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of, (FAS 121) and certain aspects of Accounting Principles Board Opinion 30, Reporting the Results of Operations (APB 30). FAS 144 provides guidance for long-lived assets to be disposed of and significantly
changes the criteria that would have to be met to classify an asset as held-for-sale. Classification as held-for-sale is an important distinction since such assets are not depreciated and are stated at the lower of fair value and carrying amount.
FAS 144 also requires expected future operating losses from discontinued operations to be displayed in the period(s) in which the losses are incurred, rather than as of the measurement date as presently required. We have not yet determined the
effect FAS 144 will have on our financial statements.





(2)  Property and Equipment





Property and equipment is recorded at cost and consists of the following (in thousands):





January 31,2002

2001Land and buildings

$
1,706

$
1,728Office and computer equipment


50,367


43,749Furniture and fixtures


8,373


7,092Leasehold improvements


12,611


14,26973,057


66,838Less accumulated depreciation and amortization


29,911


12,629Property and equipment, net

$
43,146

$
54,209





Included in property and equipment were assets acquired under
capital lease obligations and notes payable (see Note 5). Assets acquired under capital leases had a cost of approximately $4.5 million at January 31, 2002 and 2001 with related accumulated depreciation of approximately $3.0 million and $1.8 million
at January 31, 2002 and 2001, respectively. There were no assets acquired with notes payable during the year ended January 31, 2002 and 2000.




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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)







(3)  Acquisition





On May 10, 2001, Portal purchased all of the outstanding stock of privately held BayGate, Inc (BayGate) for $2.2 million in cash and up to an additional $2.5
million in cash based on achievement of certain revenue and engineering objectives. BayGate is a provider of database management software. The acquisition was completed in July 2001 and was accounted for as a purchase. Using the income approach,
which estimates the net present value of future earnings and cash flow potential, Portal estimated a total potential value of $6.6 million for purchased developed technology. Based on consideration given at the time of acquisition, the amount
allocated to purchased developed technology was $4.1 million. Upon achievement of specified revenue and engineering objectives, the additional consideration would have been allocated to purchased developed technology. The consolidated financial
statements include the operating results of BayGate from the date of acquisition. Pro forma results of operations have not been presented because the effect of this acquisition was not material. Amounts allocated to developed technology were being
amortized over its estimated useful life of three years. As of January 31, 2002, the remaining merger accrual related to the acquisition of BayGate is $0.3 million which represents lease commitments through September 2004.





Due to the lack of revenues generated from BayGate products together with the October 2001 reduction of workforce (see Note 4) associated
with BayGates product, Portal cancelled the further planned development of BayGate related products. Based on these key factors, Portal recorded a charge of $2.5 million during the quarter ended October 31, 2001, to reflect the impairment of
purchased developed technology related to Portals investment in BayGate (see Note 1). As of January 31, 2002, we no longer have purchased developed technology related to our investment in BayGate due to a combination of impairment charges and
amortization during fiscal 2002. Under a new agreement, a final payment of $0.3 million was made in January 2002 in satisfaction of all our obligations to the BayGate shareholders under the purchase agreement.





On November 2, 2000, Portal acquired SOLUTION42 AG (Solution42) and its subsidiaries. Solution42 is a Germany-based provider
of wireless voice mediation, provisioning and rating technologies. The acquisition was treated as a purchase for accounting purposes, and accordingly, the purchase price has been allocated to the tangible and intangible assets acquired and
liabilities assumed on the basis of their respective fair values on the acquisition date. The consolidated financial statements include the operating results of Solution42 from the date of acquisition.





At the date of acquisition, the purchase price was $263.6 million, which is represented by the fair value of the stock issued as
consideration and direct acquisition costs of $14.8 million. In addition, Portal recorded a deferred tax liability of $5.0 million, representing the tax effect of the developed technology as required under FAS 109. The fair value of the shares was
determined using a five-day average trading price around the date of acquisition. Under the terms of the agreement, Portal issued, to the shareholders of Solution42, shares in a Portal subsidiary based in Germany, which may be exchanged for up to
7.5 million shares of Portal common stock and includes a two-year economic earn-out. The fair value of the 681,812 shares subject to the two-year economic earn-out was $8.9 million as of January 31, 2001. These shares will be valued at their fair
value when they are either probable of being earned or earned and will result in additional goodwill to be amortized over the remaining useful life.




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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)







The following is the allocation of the non-contingent purchase price
and deferred tax liability (in thousands):





Net assets acquired

$
1,475Purchased developed technology


13,800In-process research and development


9,200Goodwill


244,165$
268,640





Portal recorded an asset of $13.8 million for purchased developed
technology as a result of acquiring Solution42. The value was determined by estimating the present value of cash flows from developed technology as based on Portal management and industry assumptions and market data. During the fiscal 2002, Portal
recorded a charge of $2.2 million to reflect the impairment of purchased developed technology as related to Portals investment in Solution42 (see Note 1). Purchased developed technology is being amortized, on a straight-line basis, over its
estimated useful life of four years. Amortization expense was $3.5 million and $0.9 million for the year ended January 31, 2002 and 2001, respectively. Amortization expense is estimated to be $2.7 million in fiscal 2003, $2.7 million in fiscal
2004 and $2.0 million in fiscal 2005.





A one-time charge of $9.2 million for purchased in-process research and
development expenses was recorded upon closing of the acquisition in the fourth quarter of fiscal 2001. The amounts allocated to in-process research and development were expensed upon acquisition because technological feasibility had not been
established and no future alternative uses existed. The value of the projects was determined by estimating the costs to develop the in-process technology into commercially feasible products and estimating the present value of the net cash flows
management believed would result from the products.





Goodwill, as related to the acquisition of Solution42, was
recorded in the amount of $244.2 million and was being amortized, on a straight-line basis, over its estimated useful life of four years. Amortization expense was $31.1 million and $14.9 million for the year ended January 31, 2002 and 2001,
respectively. During the year ended January 31, 2002, Portal recorded a charge of $194.5 million to reflect the impairment of goodwill (see Note 1). Goodwill was further reduced in the quarter ended October 31, 2001 by $3.5 million due to the
reversal of excess accrued direct acquisition costs.





As a result of the acquisition of Solution42, Portal
incurred direct acquisition costs including incremental costs to exit and consolidate activities of Solution42 and the involuntary termination of certain Solution42 employees. Generally accepted accounting principles require that these costs, which
are not associated with the generation of future revenues and have no future economic benefit, be reflected as assumed liabilities in the allocation of the purchase price to the net assets acquired. The allocation of the purchase price incorporates
these items. The direct acquisition costs were comprised of $7.8 million of outside services, $3.8 million of severance and $3.2 million of other related direct acquisition costs. The balance remaining as of January 31, 2002 is $0.3 million
which represents costs related to service contracts.





The following unaudited pro forma financial information for
the years ended January 31, 2001 and 2000, assumes the acquisition of Solution42 occurred as of the beginning of the respective periods, including the amortization of intangible assets. The impact of the one-time expense of purchased in-process
research and development has been excluded. The pro forma financial information is not necessarily indicative of the operating results that would have occurred had the acquisitions been consummated as of the dates indicated, nor are they necessarily
indicative of future results.







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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)


For the years ended January 31,2001


2000(in thousands, except per share data)

Including Solution42


As reported


Including Solution42


As reportedNet revenue

$
277,293


$
268,307


$
112,819


$
103,049Net loss


(44,369
)


(2,307
)


(71,847
)


(7,620
)Net loss per share, diluted


(0.27
)


(0.01
)


(0.55
)


(0.06
)Shares used in computing diluted net loss per share


166,683



159,865



131,634



124,816





The Solution42 acquisition structure was designed to meet two
objectives: (i) to provide the former shareholders of Solution42 the ability manage their own financial situation by not receiving Portal Common Stock until a later time; and (ii) to ensure that Portal unequivocally assume the risks and rewards of
100% ownership and control of Solution42 immediately upon the closing of the acquisition, notwithstanding the minority interest held by the Shareholders for approximately two (2) years.





Accordingly, Portal designed the structure so that the Portal Solutions shares would not be liquid other than the conversion of such shares into Portal Common Stock, and
that Portal could block such Portal Solutions shares from ever being transferred from the former Solution42 shareholders by requiring the exchange of Portal Solutions shares into Portal Common Stock prior to a proposed transfer.





In connection with the acquisition, as consideration for the former Solution42 shareholders exchanging their shares in
Solution42 for shares in Portal Solutions, Portal granted the shareholders three put options, whereby they could exchange their shares of Portal Solutions for an aggregate of up to 7,500,000 shares of Portal Common Stock. The first put option
allowed the former Solution42 shareholders to exchange their Portal Solutions shares for up to 5,318,188 shares of Portal Common Stock at any time after the closing of the acquisition. The first put option was immediately exercisable and therefore
was included in determining the cost of the acquisition and shown as outstanding. The former Solution42 shareholders exercised this option in January 2001. Following the exercise, Portal owned approximately 85.45% of the outstanding shares of Portal
Solutions.





The second put option allowed the former Solution42 shareholders to exchange their Portal Solutions
shares for up to 1,500,000 shares of Portal Common Stock at any time after the first anniversary of the closing of the acquisition; provided, however, such number of shares was subject to reduction in the event the former Solution42 shareholders
became obligated to indemnify Portal as set forth in the acquisition agreement. The shares subject to the second put option were required to be held in escrow for one year pending any indemnification claims by Portal under the acquisition agreement.
The shares used to satisfy any indemnification claims would be valued at a price specified in the acquisition agreement, which was a price approximately equal to the fair market value of a share of Portal Common Stock at the time of the acquisition.
The only uncertainty regarding the former Solution42 shareholders right to these 1,500,000 shares of Portal Common Stock was whether such number of shares would actually be paid to the shareholders or reduced as a result of indemnification
obligations in the acquisition agreement. In the event of such a reduction, the value of the shares not delivered to the shareholders would be equal to the value of the consideration paid to the third party making the claim that triggered the
indemnification obligation. As a result, the amount required to be included in the purchase price was determinable at the date of the acquisition and the value of the 1,500,000 shares of Portal Common Stock was included in determining the cost of
the acquisition. The second option was exercised by the former Solution42 shareholders in January 2002. Following this exercise, Portal owned approximately 95.5% of the outstanding shares of Portal Solutions.





Finally, the third put option allows the former Solution42 shareholders to exchange their Portal Solutions shares for up to 681,812 shares
of Portal Common Stock at any time after the second anniversary of the closing of the acquisition; however, such number of shares are subject to earn-out contingencies. These put rights do not




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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)




expire. On the date of the acquisition it was not determinable how many, if any, shares of Portal Common Stock subject to the third put option would be earned. Therefore, the value of these
shares was not included in determining the cost of the acquisition. These shares will be recorded and valued at their then current fair market value when they are either probable of being earned or earned, and will result in the recording of
additional goodwill.





In addition, the former Solution42 shareholders granted Portal a call option, whereby Portal
has the right to require the shareholders to exchange the shares they hold in Portal Solutions for shares of Portal Common Stock under circumstances specified in the acquisition agreement. These circumstances include: (i) a change of control of
Portal, (ii) the former Solution42 shareholders continuing to hold shares of Portal Solutions on May 2, 2002, (iii) a proposed transfer of the shares of Portal Solutions by the former Solution 42 shareholders, (iv) the opening of insolvency
proceedings with respect to the assets of the shareholder, and (v) the attachment of a share of Portal Solutions held by a shareholder. Prior to the time the former Solution42 shareholders exchange their shares of Portal Solutions for shares of
Portal Common Stock, they have the right to transfer their shares of Portal Solutions, subject to applicable securities and other laws. However, as noted above, such an attempt to transfer is one of the circumstances in which Portal has the right to
exercise its call option and require the exchange of such shares prior to the contemplated transfer. As a result, Portal retained the ability to prevent the transfer of Portal Solutions shares to any one other than Portal. Portal had no rights to
restrict transfer of the shares of Portal Common Stock issued to the former Solution42 shareholders upon the exchange of shares of Portal Solutions.





(4)  Restructuring





In May 2001, Portals Board of Directors approved a plan
to reduce its cost structure. The plan was a combination of a reduction in workforce of approximately 300 employees or 20% of the workforce, consolidations of facilities and asset write-offs. These workforce reductions affected all functional areas
of Portal and were largely completed in the quarter ended July 31, 2001. As a result of the restructuring plan, Portal incurred a charge of $41.3 million in the quarter ended July 31, 2001. The restructuring charge included approximately $6.9
million of severance related amounts, $20.4 million of committed excess facilities, primarily related to lease expenses net of anticipated sublease income, and $13.1 million in asset write-offs. The estimated costs of abandoning these leased
facilities, including estimated costs to sublease were determined through assessment of market information trend analyses.





In October 2001, Portals Board of Directors approved a second restructuring plan to further reduce its cost structure in response to the continued global deferral of capital expenditures by telecommunications companies as well
as the general downturn in the economy. The restructuring plan included a reduction in workforce of approximately 320 employees, or 28% of the workforce, which affected all functional areas of Portal and was largely completed in the quarter ended
January 31, 2002. The plan also included further consolidations of facilities and asset write-offs. Portal incurred a charge of $19.3 million and $10.4 million in the quarter ended October 31, 2001 and January 31, 2002, respectively, as a result of
the second restructuring plan. The restructuring charge included approximately $10.4 million of severance related amounts, $16.0 million of committed excess facilities, primarily related to lease expenses net of anticipated sublease income, and
$2.7 million in asset write-offs. The additional charges in the quarter ended January 31, 2002 were necessitated by revised estimates of sublease commencement dates and rental rate projections to reflect continuing declines in market conditions
as well as additional severance for foreign employees.




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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)







In both restructuring plans, Portal identified assets that were to be
written off. The following is a list of Portals significant asset write-offs:





| | · |  | Prepaid Services (Accenture related)
| | - |  | ------------------------------------




On April 12, 1999, Portal agreed to enter into a strategic alliance with Accenture LLP (Accenture) under which Accenture agreed to provide services to Portal and the parties agreed to
primarily jointly develop Portals Wireline product. Portal agreed to compensate Accenture for its services with a minimum services fee in cash of $2.8 million and a cash-settled put (fair value $3.8 million) for 400,000 of the
shares to be purchased by Accenture. Both the cash and the fair value of the put, $6.6 million in aggregate, was recorded as a prepaid service asset. This asset was being amortized over the estimated period of benefit of four and one half years
on a straight-line basis.





As a result of the restructuring plans, Portal was forced to prioritize its research
and development projects and decided to discontinue the further development of and abandon the plan to develop and sell the Wireline product. Portal believes that the asset impairment is a direct result of the associated personnel layoffs and
constrained resources, and therefore, Portal feels that it is appropriate to include the expense in the restructuring charges. This charge impacted the North American region.





| | · |  | Leasehold improvements
| | - |  | ----------------------




As a result of the abandonment of various operating lease facilities, Portal wrote-off the net book values of the related leasehold improvements. Portal continued to record depreciation expense, included in operating
expenses, for the leasehold improvements until it no longer occupied the facilities or portion of the facilities. Upon vacating these facilities, Portal wrote-off the net book value of these leasehold improvements. This charge impacted its North
American and European regions.





| | · |  | Laptop computers used by exiting employees
| | - |  | ------------------------------------------




Portal wrote-off the book value of its laptop computers used by exiting employees that either it did not expect to be returned by the severed employees or it expected to scrap or sell. Portal made a
decision to sell the computers returned by exiting employees as it believed that by the time it begins to experience growth, the computers would be obsolete. Portal recorded the charge for the computer write-offs net of expected proceeds received
from the sale of computers. As this cost is related to employees who were terminated as part of the restructuring plans, we included the charge as part of the restructuring expense. This charge impacted all regions.





Portals restructuring plans specifically identified facilities, domestically in California and Virginia, and internationally in
Germany, Japan and the United Kingdom. Portal vacated the facilities on various dates, as planned, starting May 2001 through March 2002. The timing of Portals evacuation of the facilities was considered when calculating the restructuring
charges. For the portion of the facilities (if any) that remained in operations subsequent to the plans approval, Portal has included costs in the restructuring charges only after vacating the facility, as these costs no longer benefit
operations. Prior to vacating these facilities, or portions thereof that Portal intends to sublease, rental expense continued to be included in operating expenses.




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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)







As of January 31, 2002, the remaining restructuring expense reserves
were $35.0 million. The remaining severance is expected to be paid out through the second quarter of fiscal 2003. Facility related costs are expected to be paid out through April 2011. Actual future cash requirements may differ materially from the
accrual at January 31, 2002, particularly if actual sublease income is significantly different from current estimates. A summary of restructuring activities along with the respective remaining reserves follows:





Restructuring Charges

Cash


Non-cash


Balance remaining January 31, 2002(In thousands)

Plan I

Plan IISeverance

$
6,893

$
10,413

$
(15,356
)

$



$
1,950Facilities


20,352


15,989


(6,365
)






29,976Asset write-offs


13,084


2,718






(13,421
)


2,381Other


963


608


(897
)






674$
41,292

$
29,728

$
(22,618
)

$
(13,421
)

$
34,981





(5)  Short-term and Long-term Notes Payable





In November 2000, Portal acquired Solution42 (See Note 3). The liabilities assumed as part of the acquisition included two short-term
notes payable and four long-term notes payable.





The first short-term note payable was unsecured and accrued
interest at 6% per annum. The interest was due and payable one month after managements approval of the annual financial statements. Under the original terms of the loan, principal payments were not due until June 2002 and were to continue
through June 2005. However, after the acquisition, Portal management made arrangements to repay the entire balance in fiscal year 2002. Due to this decision, the entire loan balance of $0.8 million was classified as short-term as of January 31,
2001. This note was repaid in fiscal 2002. The second short-term note payable was unsecured and accrued interest at 6% per annum. The interest was due and payable on a quarterly basis. The terms of the loan required repayment of the principal in
June 2001 and was repaid accordingly.





The four long-term notes payable are mortgages for two facilities purchased
by Solution42. Two of the loans accrue interest at 4.45% per annum. These two loans are guaranteed by a German government organization and have restrictions on the transfer of property. Principal and interest are due in December 2010 and June 2011
and as of January 31, 2002, the balances due on these loans were $0.6 million each. The other two loans accrue interest at 5.10% and 4.88% per annum. The interest rates on these loans are fixed until 2008 and 2009, respectively, at which time the
rates can be renegotiated. Principal and interest are due monthly through October 2015 and November 2024, respectively and as of January 31, 2002 the balances due on these loans were $0.3 million and $0.2 million, respectively.




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PORTAL SOFTWARE, INC.





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)







Future minimum payments under long-term notes payable are as follows
(in thousands):





Year ending January 31,2003

$
962004


962005


962006


962007


96Thereafter


1,954Total minimum payments


2,434Less amount representing interest


(776
)Present value of future payments


1,658Less current portion


Long-term portion

$
1,658





(6)  Agreement with Accenture LLP (formerly Andersen Consulting) LLP





On April 12, 1999, Portal entered into a strategic alliance with Accenture LLP (Accenture) under
which Accenture agreed to provide services to Portal and the parties agreed to expand their existing marketing alliance and work closely together to expand their customer service and marketing relationship.





Under this agreement, Portal agreed to compensate Accenture for its services with a minimum services fee. As a result of this
relationship, a prepaid service asset of $6.6 million was recorded related to the development of a specific product and was being amortized on a straight-line basis over the term of the agreement of approximately four and one half years. However,
due to the Companys May 2001 restructuring (see Note 4), the further development and sale of this product was cancelled because of a lack of required internal resources. Consequently, the remaining balance of $5.0 million was written-off in
the quarter ended July 31, 2001 and was included in the restructuring charges.





(7)  Commitments and Contingencies





Operating Leases





Portal leases its office facilities and some property under various operating lease agreements. During fiscal 2002, Portal entered into leases in Herndon, Virginia and
Slough, UK which expire in March 2011 and March 2021, respectively. During fiscal 2000, Portal entered into two leases for its worldwide headquarters, which expire in December 2010. Rental expense, net of sublease income, for all operating leases
was approximately $15.1 million, $14.6 million and $4.7 million for fiscal years 2002, 2001 and 2000, respectively.




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PORTAL SOFTWARE, INC.





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)







Future minimum lease payments as of January 31, 2002 for all
operating leases are as follows (in thousands):





Year ending January 31,2003

$
15,8312004


15,1222005


14,5462006


14,4342007


13,820Thereafter


77,003Total minimum lease payments

$
150,756





Future minimum lease payments, as stated above, do not reflect
committed future sublease income of $2.3 million, $1.9 million, $1.2 million, $1.1 million and $0.8 million for the years ended January 31, 2003, 2004, 2005, 2006 and 2007, respectively, and $1.8 million thereafter. Of the $141.6 million net
non-cancelable operating leases, net of $9.1 million of sublease income, $30.0 million has been included in accrued restructuring expenses as of January 31, 2002.





In connection with the leases for several facilities, Portal has issued five letters of credit as deposits (see Note 1). The five letters of credit issued in lieu of a cash
security deposit are renewable annually and expire on various dates from October 31, 2005 through March 5, 2021.





Capital Lease Obligations





Portal leases certain furniture, computers and equipment under
non-cancelable capital leases. Obligations under capital leases represent the present value of future non-cancelable rental payments under various lease agreements.





Future minimum lease payments under capital leases are as follows (in thousands):





Year ending January 31,2003

$
6092004


11Total minimum payments


620Less amount representing interest


(22
)Present value of future payments


598Less current portion


(587
)Long-term portion

$
11





Legal Matters





On July 9, 2001, a purported class action complaint was filed in the Federal District Court Southern District of New York against Portal,
certain of its officers and several underwriters of Portals initial public offering (IPO). The lawsuit alleges violations of Section 11 of the Securities Act of 1933, as amended, and Section 10(b) of the Securities Exchange
Act of 1934, as amended, arising from alleged improprieties by the underwriters in connection with our 1999 IPO and follow-on public offering, and claims to be on behalf of all persons who purchased Portal Software shares from May 5, 1999 through
December 6, 2000. Four additional




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PORTAL SOFTWARE, INC.





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)




nearly identical class actions were also filed in July and August 2001 based on essentially the same facts and allegations. Specifically, the complaints allege the underwriters charged certain of
their customers fees in excess of those disclosed in the prospectus and engaged in certain allegedly improper activities in connection with the distribution of the IPO shares. The complaint was subsequently amended to allege similar claims with
respect our secondary public offering in September 1999.





The cases have been consolidated into a single action,
and a consolidated complaint was filed on April 19, 2002. These actions are part of the IPO Securities Litigation against over 300 issuers and nearly 40 underwriters alleging claims virtually identical to those alleged against Portal. The action
seeks damages in an unspecified amount. A motion to dismiss addressing issues common to the companies and individuals who have been sued in these actions was filed, by Portal, on July 15, 2002.





In the opinion of management, resolution of this litigation is not expected to have a material adverse effect on the financial position of Portal. However, depending
on the amount and timing, an unfavorable resolution of these matters could materially affect our future results of operations or cash flows in a particular period.





|(8) |  | Stockholders Equity
|--- |  | --------------------




Reincorporation and Stock Splits





During February 1999,
Portals board of directors authorized the reincorporation of Portal in the state of Delaware. This reincorporation was effective on April 29, 1999. Portal is authorized to issue 1,000,000,000 shares of common stock, $0.001 par value and
5,000,000 shares of undesignated preferred stock, $0.001 par value. The board of directors will have the authority to determine the price, rights, preferences, privileges and restrictions of the preferred stock.





In April 1999, Portals board of directors approved a three-for-one split of Portals common and preferred stock. The stock
split took place on April 29, 1999. In December 1999, the board of directors approved a two-for-one split of Portals common stock, which was effected by means of a stock dividend. This stock dividend was paid on January 19, 2000. Concurrently
with the stock dividend, Portals outstanding stock options and stock option purchase plans were adjusted to reflect the two-for-one stock split. All share and per share amounts in these accompanying consolidated financial statements have been
adjusted retroactively to reflect these stock splits.





Initial Public Offering





On May 11, 1999, Portal completed an initial public offering of its common stock. All 9.2 million shares covered by Portals
Registration Statement on Form S-1, including shares covered by an over-allotment option that was exercised, were sold by Portal at a price of $7.00 per share, less an underwriting discount of $0.49 per share. In addition, on May 11, 1999, Portal
issued 760,368 shares of common stock to Accenture and 6.0 million shares of common stock to Cisco Systems, Inc. for $6.51 per share or an aggregate purchase price of approximately $44.0 million. Net proceeds to Portal from all shares sold were
approximately $102.4 million.





Upon the consummation of Portals initial public offering on May 11, 1999, all
of the then outstanding Series A preferred stock and Series B preferred stock automatically converted into common stock.





Secondary Stock Offering





In October 1999, Portal completed a secondary offering of 11.5
million shares of Portal common stock, including shares covered by an over-allotment option that was exercised. Of these shares, Portal offered




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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)




5.9 million primary shares and selling stockholders offered 5.6 million shares. Net proceeds to Portal were approximately $106.0 million after underwriting commissions and expenses.





Convertible Preferred Stock





In connection with the initial public offering in May 1999, all convertible preferred stock was converted to common stock. As of January 31, 2002 and 2001, 5,000,000 shares
of preferred stock were authorized and no shares were outstanding.





Common Stock





Portal has issued shares of common stock, which are subject to Portals right to repurchase at the original issuance price
upon the occurrence of certain events, as defined in the agreement relating to the sale of such stock. The repurchase rights lapse ratably over a period of one to four years from the date of issuance. At January 31, 2002, 2001 and 2000,
approximately 195,131, 2,348,801 and 5,627,966 shares were subject to repurchase. Of the shares subject to repurchase, 195,131, 2,348,801 and 5,501,240 shares were issued upon the exercise of options under the 1995 Stock Option/Issuance Plan.





At January 31, 2002, common stock was reserved for issuance as follows:





Exercise of outstanding stock options

18,381,111Shares of common stock available for grant under the 1999 Stock Incentive Plan

16,359,400Shares of common stock available for grant under the 2000 Supplemental Stock Option Plan

3,086,902Shares of common stock available for grant under Employee Stock Purchase Plans

6,184,959Total common stock reserved for issuance

44,012,372





Warrants





Warrants to purchase 62,724 shares of common stock for a price of $0.008 per share were issued in connection with bridge loan financing in
December 1995. During the year ended January 31, 2000, 25,002 shares were issued in connection with the exercise of these warrants. The value ascribed to the warrants is immaterial for financial statement purposes. As of January 31, 2002 and 2001,
none of these warrants were outstanding.





Warrants to purchase 7,241,400 shares of Series A preferred stock at a
price of $0.09 per share were issued in connection with the issuance of Series A preferred stock in March 1996. During the year ended January 31, 2000, 682,200 shares were exercised. The value ascribed to these warrants is immaterial for financial
statement purposes. As of January 31, 2002 and 2001, none of these warrants were outstanding.





Warrants to
purchase 460,194 shares of Series B preferred stock for a price of $0.75 per share were issued in connection with the issuance of notes payable and the signing of capital lease agreements in July 1997. During the year ended January 31, 2000, these
warrants were exercised on a net basis, resulting in the issuance of 449,942 shares of common stock. The warrants were appraised at the date of issuance and additional interest expense of $104,000 was recorded. This amount was deferred and was
amortized to interest expense over the term of the notes. During the year ended January 31, 2002, 2001 and 2000, $9,807, $11,328 and $17,175 of the additional interest expense was amortized, respectively.




69




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##### Table of Contents



PORTAL SOFTWARE, INC.





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)







Stock Options





Upon the reincorporation of Portal on April 29, 1999, all options issued under the 1995 Stock Option/Stock Issuance Plan were assumed by
the 1999 Stock Incentive Plan (the Plan). Under the Plan, the board of directors is authorized to grant incentive stock options or nonqualified stock options to employees, officers and directors of Portal. The Plan allows for the grant
of incentive stock options to employees and grant of nonstatutory stock options to eligible participants. The number of shares of common stock available for issuance under the Plan automatically increases on the first trading day of each fiscal year
during the term of the Plan, beginning with fiscal 2001, by an amount equal to four percent (4%) of the shares of common stock outstanding on the last trading day of the immediately preceding fiscal year, but in no event shall any such annual
increase exceed 10,500,000 shares.





The option price of options granted under the Plan is not less than 100% or
85% of the fair value on the date of the grant as determined by the board of directors for incentive stock options and nonqualified stock options, respectively, except for incentive stock options granted to a person owning greater than 10% of the
total voting power of Portal, for which the exercise price of the options must not be less than 110% of the fair value at the time of grant. Options granted prior to January 27, 1999 generally become exercisable upon grant subject to repurchase
rights in favor of Portal until vested. Options granted after January 27, 1999 generally become exercisable only when vested. Options generally vest over a period of no more than four years. Options may be granted with different vesting terms at the
discretion of the board of directors. Options are exercisable for a term of ten years after the date of grant except those incentive stock options granted to a person owning greater than 10% of the total voting power of stock of Portal, which are
exercisable for a term of five years after the date of grant. If the optionees employment by or service with Portal is terminated, the options cease to be exercisable after a specified period, generally three months (one year in the case of
death or disability). In the event of a change in control in which options granted under the Plan are not assumed, the options will accelerate and vest in full and existing repurchase rights will lapse.





In December 2000 the board of directors approved the 2000 Supplemental Stock Option Plan (the Supplemental Plan). Under the
Supplemental Plan, the board of directors is authorized to grant nonqualified stock options to non-officer employees and consultants of Portal. Under the Supplemental Plan, 6,000,000 shares of common stock were authorized for issuance. The option
price of options granted under the Supplemental Plan is not less than 100% of the fair value on the date of the grant as determined by the board of directors. Options granted become exercisable only when vested. Options generally vest over a period
of no more than four years, however, options may be granted with different vesting terms at the discretion of the board of directors. Options are exercisable for a term of ten years after the date of grant. If the optionees employment by or
service with Portal is terminated, the options cease to be exercisable after a specified period, generally three months (one year in the case of death or disability). In the event of a change in control in which options granted under the
Supplemental Plan are not assumed, the options will accelerate and vest in full and existing repurchase rights will lapse.





In July 2001, a stock option exchange program was initiated. Under this program, all employees (including executive officers) were given the opportunity to cancel one or more outstanding stock options previously granted to them, at
an exercise price of $5.00 or more, in exchange for one or more new stock options to be granted at least six months and one day from the date the old options are cancelled, provided the individual is still employed on such date. In addition, each
employee who chose to exchange any options was also required to exchange all options granted on or after February 4, 2001. The cancellation date for the program was August 4, 2001. Each new option will be exercisable for 75% of the number of shares
subject to the old options and the exercise price of the new options will be the fair market value of Portal common stock on the date of grant. The new options will preserve the vesting schedule and the vesting commencement date of the old options
except that




70




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##### Table of Contents



PORTAL SOFTWARE, INC.





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)




the number of shares vested and total number of shares exercisable under the new options will be 75% of the old options. On August 5, 2001, Portal accepted for cancellation and exchange options
to purchase a total of 5.0 million shares of common stock. On February 7, 2002, stock options to purchase 3.1 million shares, at $1.89 per share, were issued pursuant to the terms of the option exchange program. The exercise price of these
stock options was the same as the fair value on the date of grant; accordingly compensation charges were not recorded.





A summary of Portals stock option activity under all Plans and related information follows:





January 31, 2002

January 31, 2001

January 31, 2000Shares


Weighted-Average Exercise Price

Shares


Weighted-Average Exercise Price

Shares


Weighted-Average Exercise PriceOutstanding at beginning of year

26,798,361


$
12.23

20,540,899


$
8.60

11,192,400


$
0.77Options granted

6,595,876


$
2.44

12,237,941


$
14.98

13,110,467


$
13.25Options exercised

(1,212,607
)

$
1.70

(4,471,014
)

$
3.09

(2,157,738
)

$
0.87Options canceled

(13,800,519
)

$
18.86

(1,509,465
)

$
23.23

(1,604,230
)

$
2.32Outstanding at end of year

18,381,111


$
4.66

26,798,361


$
12.23

20,540,899


$
8.60Exercisable at end of year

7,856,637


$
5.52

5,347,659


$
12.05

7,929,314


$
1.28Additional authorized shares

20,128,896





12,357,060





12,943,820









The weighted average fair value, per share, of options granted for
the years ended January 31, 2002, 2001 and 2000 was $1.70, $10.47 and $9.03, respectively.





At January 31, 2002,
2001 and 2000, 195,131, 2,348,801 and 5,627,966 shares, which had been issued upon exercise of options, were subject to repurchase. At January 31, 2002, 2001 and 2000, options to acquire 6,693,664, 5,346,256 and 2,326,790 shares were vested but not
exercised.





Exercise prices for options outstanding as of January 31, 2002 and the weighted-average remaining
contractual life are as follows:





Options Outstanding

Options ExercisableRange ofExercise Prices

Number Outstanding

Weighted- Average Remaining Contractual Life (In years)

Weighted-Average Exercise Price

Number Outstanding

Weighted-Average Exercise Price0.007.14

17,789,222

7.7

3.79

7,514,911

4.27.1514.28

96,000

9.0

8.69

23,998

8.6514.2921.41

51,650

6.3

19.79

33,521

19.9121.4228.55

52,665

6.7

25.09

32,566

25.1528.5635.69

196,492

6.9

31.42

106,631

31.4335.7042.83

79,043

7.5

38.81

39,214

38.9442.8449.96

80,039

7.2

44.9

69,796

44.7060.75

36,000

8.5

60.75

36,000

60.7518,381,111

7.7

4.66

7,856,637

5.52




71




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##### Table of Contents



PORTAL SOFTWARE, INC.





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)







We recorded deferred stock compensation of approximately $16.8
million in fiscal year 1999 in connection with stock options and restricted stock issued in and prior to 1999 and $0.2 million, in the quarter ended July 31, 2001 in connection with the acquisition of BayGate. The deferred stock compensation
reflects the difference between the exercise prices of options granted to acquire certain shares of common stock and the deemed fair value for financial reporting purposes of Portals common stock on their respective grant dates. Such amounts
are included as a reduction of stockholders equity (net capital deficiency) and are being amortized by charges to operations on a graded vesting method. In fiscal 2002, 2001 and 2000, Portal recorded amortization of deferred stock compensation
expense of approximately $2.0 million, $3.7 million and $8.2 million, respectively. At January 31, 2002, Portal had a total of approximately $0.3 million remaining to be amortized over the corresponding vesting period of each respective option,
generally four years. The amortization expense relates to options awarded to employees in all operating expense categories. This amount has not been separately allocated to these categories.





Employee Stock Purchase Plans





In February 1999, the board of directors approved the adoption of Portals 1999 Employee Stock Purchase Plan (1999 Purchase Plan). The stockholders approved this plan in April 1999. A total of 3,600,000 shares of
common stock were initially reserved for issuance under the 1999 Purchase Plan. The number of shares of common stock available for issuance under the 1999 Purchase Plan automatically increases on the first trading day of each fiscal year during the
term of the 1999 Purchase Plan, beginning with fiscal 2001, by an amount equal to two percent (2%) of the shares of common stock outstanding on the last trading day of the immediately preceding fiscal year, but in no event shall any such annual
increase exceed 4,000,000 shares. Accordingly, an additional 3,178,530 shares were added to the 1999 Purchase Plan on February 1, 2000. On June 16, 2000 the board of directors approved the adoption of Portals 2000 International Employee Stock
Purchase Plan (International Plan). The 1999 Purchase Plan and International Plan are collectively referred to as the Purchase Plans. The number of shares initially reserved for issuance over the term of the International
Plan was limited to 6,778,530 shares, less any shares issued under the 1999 Purchase Plan in the future and on the November 30, 1999 and May 31, 2000 purchase dates, subject to the annual automatic increase discussed above. Pursuant to the annual
automatic increase, an aggregate additional 3,426,888 shares were added on February 1, 2001 to the Purchase Plans. The Purchase Plans permit eligible employees to acquire shares of Portals common stock through periodic payroll deductions of up
to 15% of total compensation. No more than 3,500 shares may be purchased on any purchase date per employee. Each offering period will have a maximum duration of 24 months. The price at which the common stock may be purchased is 85% of the lesser of
the fair market value of Portals common stock on the first day of the applicable offering period or on the last day of the respective purchase period. The initial offering period commenced on the effectiveness of the initial public offering
and ended on November 30, 2000 and the current offering period will end on the last business day of November 2002. A total of 1,190,873 shares and 1,199,870 shares were sold under the Purchase Plans during the year ended January 31, 2002 at
a price of $4.539 and $1.6150 per share, respectively.





Accounting for Stock-Based Compensation





As discussed in Note 1, Portal has elected to follow APB Opinion No. 25 and related interpretations in
accounting for its employee and director stock-based awards because, as discussed below, the alternative fair value accounting provided for under FAS 123 requires use of option valuation models that were not developed for use in valuing employee
stock-based awards. Under APB Opinion No. 25, Portal does not recognize compensation expense with respect to such awards if the exercise price equals or exceeds the fair value of the underlying security on the date of grant and other terms are
fixed.




72




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##### Table of Contents



PORTAL SOFTWARE, INC.





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)







Prior to January 31, 1999, the fair value for these awards was
estimated at the date of grant using the minimum value options pricing model. Subsequent to this date, Portal estimated fair value based on the Black-Scholes pricing model. These models were developed for use in estimating the fair value of traded
options that have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions, including the expected stock price volatility. Because Portals stock-based awards
have characteristics significantly different from those of traded options and because changes in the subjective input assumptions can materially affect the fair value estimate, in managements opinion, the existing models do not necessarily
provide a reliable single measure of the fair value of its stock-based awards. The fair value of options granted was estimated using the following weighted-average assumptions:





Options


Employee StockPurchase PlanYears Ended January 31,


Years Ended January 31,2002


2001


2000


2002


2001


2000Risk-free interest rate

5.0
%

5.5
%

6.0
%

5.0
%

5.5
%

6.0
%Expected life (years)

5.0


5.0


5.0


0.5


0.5


0.5Volatility

90.0
%

90.0
%

85.0
%

90.0
%

90.0
%

85.0
%Dividend Yield

0.0
%

0.0
%

0.0
%

0.0
%

0.0
%

0.0
%





For purposes of pro forma disclosures, the estimated fair value of
the options is amortized to expense over the options vesting period. Portals pro forma information follows (in thousands, except per share amounts):





Years Ended January 31,2002


2001


2000Net loss:As reported

$
(395,500
)

$
(2,307
)

$
(7,620
)Pro forma


(475,484
)


(83,991
)


(39,406
)Basic and diluted net loss per share:As reported

$
(2.30
)

$
(0.01
)

$
(0.06
)Pro forma


(2.76
)


(0.53
)


(0.32
)





(9)  Income Taxes





The income before taxes consist of the following (in thousands):





Years Ended January 31,2002


2001

2000Income before taxesUnited States

$
(392,479
)

$
133

$
(7,369
)Foreign


1,699



1,541


1,365Total income before taxes

$
(390,780
)

$
1,674

$
(6,004
)




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##### Table of Contents



PORTAL SOFTWARE, INC.





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)







Portals provision for income taxes was approximately $4.7
million, $4.0 million and $1.6 million for fiscal years ended January 31, 2002, 2001 and 2000, respectively. The provision for income taxes is comprised of the following (in thousands):





Years Ended January 31,2002


2001


2000Current:Federal

$



$
6,013


$
840State


219



913



Foreign


4,685



2,100



776Total current


4,904



9,026



1,616Deferred:Federal


(184
)


(4,650
)


State






(395
)


Total deferred


(184
)


(5,045
)


Total provision

$
4,720


$
3,981


$
1,616





The reconciliation of income tax expense (benefit) attributable to
continuing operations, computed at the U.S. federal statutory rates, to income tax expense (benefit) for the fiscal years ended January 31, 2002, 2001 and 2000 is as follows (in thousands):





Years Ended January 31,2002


2001


2000Tax provision (benefit) at U.S. statutory rate

$
(136,773
)

$
569


$
(2,041
)Loss for which no tax benefit is currently recognizable


53,178







2,881State tax


142



337



Research and development tax credits






(3,146
)


Change in valuation allowance






(5,045
)


Foreign income and withholding taxes


4,685



2,100



776Purchased in-process research and development, goodwill, developed technology and asset impairment


83,488



8,724



Non-deductible meals and entertainment






442



Total

$
4,720


$
3,981


$
1,616





Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.




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PORTAL SOFTWARE, INC.





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)







Significant components of Portals deferred taxes are as follows
(in thousands):





January 31,2002


2001Deferred tax assets:Net operating loss carry-forwards

$
72,117


$
13,437Tax credit carry-forwards


12,780



7,221Deferred revenue


5,311



21,942Accruals and reserves not currently deductible


25,485



7,698Other, net


4,756



4,479Gross deferred tax assets


120,449



54,777Valuation allowance


(117,716
)


(49,732
)Total deferred tax assets

$
2,733


$
5,045Deferred tax liabilities:Acquired intangibles

$
(2,733
)

$
(5,045
)Total deferred tax liabilities


(2,733
)


(5,045
)Net deferred tax assets

$



$






The change in the valuation allowance was an increase of
approximately $68.0 million, $23.4 million and $13.4 million for fiscal years ended January 31, 2002, 2001 and 2000 respectively. Approximately $56.0 million of the valuation allowance for deferred tax assets is attributable to unbenefitted stock
option deductions. The benefit of which will be credited to equity when realized.





As of January 31, 2002,
Portals federal and state net operating loss carry-forwards for income tax purposes were approximately $192 million and $61 million, respectively. If not utilized, the federal net operating loss carry-forwards will begin to expire in 2014 and
the state net operating loss carry-forwards will begin to expire in 2002. Portal had federal research and development tax credit carry-forwards of approximately $6.0 million, which will begin to expire in 2012 if not utilized. The Company also had
state research and development credit carry-forwards of approximately $4.8 million with no expiration dates. In addition, Portal had foreign tax credit carry-forwards of approximately $3.7 million, which will begin to expire in 2004, if not
utilized.





Utilization of tax credit carry-forwards may be subject to a substantial annual limitation due to the
ownership change limitations provided by the Internal Revenue Code of 1986, as amended, and similar state provisions. The annual limitation may result in expiration of tax credit carry-forwards before full utilization.




75




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##### Table of Contents



PORTAL SOFTWARE, INC.





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Continued)







(10)  Quarterly Results of Operations (Unaudited)





The following table presents Portals operating results for each of the eight quarters in the period ended January 31, 2002. The
information for each of these quarters is unaudited but has been prepared on the same basis as the audited consolidated financial statements. In the opinion of management, all necessary adjustments, consisting only of normal recurring adjustments,
have been included to present fairly the unaudited quarterly results when read in conjunction with the audited consolidated financial statements of Portal and the financial statement footnotes appearing elsewhere in this Form 10-K/A (in thousands).





Quarter EndedJan. 31, 2002


Oct. 31, 2001


July 31, 2001


April 30, 2001


Jan. 31, 2001


Oct. 31, 2000


July 31, 2000


April 30, 2000Consolidated Statement of Operations Data:Revenues:License fees

$
16,127


$
9,957


$
23,746


$
20,768


$
54,049


$
46,665


$
44,246


$
35,374Services


17,613



21,797



20,983



23,799



27,064



25,370



20,295



15,244Total revenues


33,740



31,754



44,729



44,567



81,113



72,035



64,541



50,618Costs and expenses:Cost of license fees


54



638



441



216



1,698



1,957



625



637Cost of services


10,748



13,814



15,954



20,666



21,462



15,801



12,286



10,006Amortization of purchased developed technology


863



1,324



1,200



863



862











Research and development


13,175



14,310



14,842



17,468



17,932



14,653



13,724



11,376Sales and marketing


12,628



18,387



22,918



27,376



24,745



26,339



25,449



20,303General and administrative


6,091



12,156



9,774



10,487



9,698



7,564



8,019



6,605Amortization of deferred stock compensation


353



515



562



562



721



939



1,011



1,055In-process research and development


















9,200











Amortization of goodwill


104



399



15,276



15,348



14,864











Reduction in intangibles due to impairment


3,317



2,450



193,391



















Restructuring costs


10,397



19,331



41,292



















Total costs and expenses


57,730



83,324



315,650



92,986



101,182



67,253



61,114



49,982Income (loss) from operations

$
(23,990
)

$
(51,570
)

$
(270,921
)

$
(48,419
)

$
(20,069
)

$
4,782


$
3,427


$
636Net income (loss)

$
(24,020
)

$
(50,063
)

$
(274,595
)

$
(46,822
)

$
(18,022
)

$
6,989


$
5,649


$
3,077Basic earnings per share

$
(0.14
)

$
(0.29
)

$
(1.60
)

$
(0.28
)

$
(0.11
)

$
0.04


$
0.04


$
0.02Diluted earnings per share

$
(0.14
)

$
(0.29
)

$
(1.60
)

$
(0.28
)

$
(0.11
)

$
0.04


$
0.03


$
0.02As a Percentage of Total Revenues:Revenues:License fees


48
%


31
%


53
%


47
%


67
%


65
%


69
%


70
%Services


52



69



47



53



33



35



31



30Total revenues


100



100



100



100



100



100



100



100Costs and expenses:Cost of license fees






2



1



1



2



3



1



1Cost of services


32



44



36



46



27



22



19



20Amortization of purchased developed technology


1



4



3



2



1











Research and development


40



45



33



39



22



20



21



23Sales and marketing


38



58



51



62



31



36



40



40General and administrative


18



38



22



24



12



11



12



13Amortization of deferred stock compensation


1



2



1



1



1



1



2



2In-process research and development


















11











Amortization of goodwill










34



34



18











Reduction in goodwill due to impairment


10



8



433



















Restructuring costs


31



61



92



















Total costs and expenses


171



262



706



209



125



93



95



99Income (loss) from operations


(71
)%


(162
)%


(606
)%


(109
)%


(25
)%


7
%


5
%


1
%







76




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##### Table of Contents




ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE





Not applicable.





PART III





ITEM 10.

DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT





The information required by this item with respect to
identification of directors is incorporated by reference to the information contained in the section captioned Election of Directors in the Registrants definitive Proxy Statement for the 2002 Annual Meeting of Stockholders, filed
with the Commission on May 30, 2002. For information with respect to the executive officers of the Registrant, see Executive Officers of the Registrant at the end of Part I of this Report on Form 10-K/A.





The information required by this item with respect to the information required under Item 405 of Regulation S-K is incorporated by
reference to the information contained in the section captioned Section 16(a) Beneficial Ownership Reporting Compliance in the Proxy Statement.





ITEM 11.

EXECUTIVE COMPENSATION





The information required by this item is incorporated by reference
to the information contained in the section captioned Executive Compensation in the Proxy Statement.





ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT





The information required by this item is incorporated by reference
to the information contained in the section captioned Share Ownership by Principal Stockholders and Management in the Proxy Statement.





ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS





The information required by this item is incorporated by reference
to the information contained in the section captioned Employment Agreements and Certain Transactions in the Proxy Statement.




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##### Table of Contents




PART IV





ITEM 14.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K





(a)  The following documents are filed as part of this Report on Form 10-K/A:





1.Financial Statements.    The Consolidated Financial Statements of Portal Software, Inc. and Report of Independent Auditors contained in this Report on Form 10-K/A are listed in the Index to
Consolidated Financial Statements contained in Item 8 above:





Pages Located in Form 10-K/AReport of Independent Auditors

47Consolidated Balance Sheets as of January 31, 2002 and 2001

48Consolidated Statements of Operations for the Three Years Ended January 31, 2002

49Consolidated Statement of Stockholders Equity (Net Capital Deficiency) for the Three Years Ended January 31,
2002

50Consolidated Statements of Cash Flows for the Three Years Ended January 31, 2002

51Notes to Consolidated Financial Statements

52





2. Financial Statement
Schedules.    None, as the information required is either contained in the financial statement notes or such schedules are not applicable.





3.Exhibits Required by Item 601 of Regulation S-K.    The management contracts and compensatory plans required to be filed as part
of, or incorporated by reference into, this Report are: (i) 1999 Stock Incentive Plan and related documents, Exhibits 10.5  10.13; (ii) 1999 Employee Stock Purchase Plan, Exhibit 10.14; (iii) 1995 Stock Option/Stock Issuance Plan and exhibits,
Exhibit 10.4; (iv) Change in Control Severance Agreements, Exhibit 10.3; (v) 2000 Supplemental Stock Option Plan, Exhibit 10.17; (vi) 2000 International Employee Stock Purchase Plan, Exhibit 10.18; (vii) BayGate, Inc. Amended and Restated 1999 Stock
Plan and related documents, Exhibits 10.19-10.20; (ix) Transition Agreement and General Release of all Claims dated November 30, 2001 between Portal Software, Inc. and Kevin P. Mosher, Exhibit 10.26; and (x) Offer Letter dated February 20, 2002
between Portal Software, Inc. and Glenn R. Wienkoop, Exhibit 10.27.





(b)Reports on Form
8-K.    Portal filed a Report on Form 8-K on May 17, 2001 announcing the planned retirement and transition plans of Jack L. Acosta, former Vice President and Chief Financial Officer for Portal.





(c)Exhibits.    The following Exhibits are filed as part of, or incorporated by reference into,
this Report on Form 10-K/A:





3.1
(1)

Amended and Restated Certificate of Incorporation.3.2
(2)

Bylaws.3.3
(5)

Certificate of Amendment to Restated Certificate of Incorporation (incorporated by reference to Registrants
Form 10-Q filed on December 14, 2000).3.6
(6)

Certificate of Designation for Series A Junior Participating Preferred Stock (included in exhibit 4.4
below)4.1
(1)

Form of Registrants Specimen Common Stock Certificate.4.2
(1)

Amended and Restated Investors Rights Agreement, among the Registrant and the investors and founders named
therein, dated January 29, 1998.4.3
(1)

Amendment No. 1 to the Amended and Restated Investors Rights Agreement, dated March 3, 1998.4.4
(6)

Rights Agreement, dated as of August 16, 2002 between the Company and Equiserve, which includes the form of
Certificate of Designation for Series A Junior Participating Preferred Stock as Exhibit A, the form of Right Certificate as Exhibit B and the Summary of Rights to Purchase Series A Preferred Stock as Exhibit C.10.1
(1)

Lease Agreement between Registrant and Stevens Creek Office Center Associates for office facilities at Stevens Creek
Office Center, Cupertino, California, dated November 4, 1991, as amended.




78




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##### Table of Contents

10.2
(1)

Lease Agreement between Registrant and Stevens Creek Office Center Associates for office facilities at 20833 Stevens
Creek Boulevard, Cupertino, California, dated as of September 8, 1998.10.3
(2)

Form of Change in Control Severance Agreement10.4
(1)

Registrants 1995 Stock Option/Stock Issuance Plan and exhibits.10.5
(5)

Registrants 1999 Stock Incentive Plan (as Amended and Restated through February 1, 2002).10.6
(1)

Form of Notice of Grant of Stock Option.10.7
(1)

Form of Stock Option Agreement.10.8
(1)

Form of Addendum to Stock Option Agreement (Involuntary Termination Following Corporate Transaction/Change in
Control).10.9
(1)

Form of Addendum to Stock Option Agreement (Limited Stock Appreciation Right)10.10
(1)

Form of Stock Issuance Agreement.10.11
(1)

Form Addendum to Stock Issuance Agreement (Involuntary Termination Following Corporate Transaction/Change in
Control).10.12
(1)

Form Automatic Stock Option Agreement.10.13
(1)

Form Notice of Grant of Non-Employee Director  Automatic Stock Option.10.14
(5)

Registrants 1999 Employee Stock Purchase Plan.10.15
(1)

Form of Directors and Officers Indemnification Agreement.10.16
(5)

Form of Registrants Software License Agreement.10.17
(5)

Registrants 2000 Supplemental Stock Option Plan (incorporated by reference from Registrants Registration
Statement on Form S-8 (file no 333-56472) filed on March 2, 2001.10.18
(5)

Registrants 2000 International Employee Stock Purchase Plan.10.19
(3)

BayGate, Inc. Amended and Restated 1999 Stock Plan.10.20
(3)

BayGate, Inc. Form of Stock Option Agreement.10.21
(1)

Lease agreement dated June 25, 1999 by and between Registrant and TST Cupertino, L.L.C. for office facilities at
Cupertino City Center V, 10200 South De Anza Boulevard, Cupertino, California.10.22
(5)

Investment Agreement by and among Portal Software, Inc., Helianthus Vermoegensverwaltunggesellschaft MBH and the
shareholders of Solution42 AG dated as of November 2, 2000 (incorporated by reference from Registrants Form 8-K filed on November 13, 2000).10.23
(5)

Agreement dated as of November 2, 2000 by and among Portal Software, Inc., Helianthus
Vermoegensverwaltunggesellschaft GmbH, Arno Schlosser, as Shareholder Agent for the shareholders of Solution42 AG, and U.S. Bank Trust National Association, as Escrow Agent (incorporated by reference from Registrants Form 8-K filed on November
13, 2000).10.24
(5)

Consent of KPMG Deutsche Treuband-Gesellschaft Aktiengesellschaft Wirtschaftsprufungsgesellschaft, Independent
Accountants of Solution42 AG (incorporated by reference from Registrants Form 8-K/A filed on January 12, 2001).10.25
(5)

Lease dated September 1999 between TST Torre, L.L.C. and Portal Software, Inc. for office facilities located at 10201
Torre Avenue, Cupertino, California. (incorporated by reference from Registrants Form 10-K for the year ended January 31, 2001 filed on April 28, 2000).10.26
(5)

Transition Agreement and General Release of all Claims dated November 30, 2001 between Portal Software, Inc. and
Kevin P. Mosher.10.27
(5)

Offer Letter dated February 20, 2002 between Portal Software, Inc. and Glenn R. Wienkoop.




79




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##### Table of Contents

13.1
(4)

Proxy for 2002 Annual Meeting of Stockholders.21.1
(5)

Subsidiaries of the Registrant.23.1


Consent of Ernst & Young LLP, Independent Auditors.99.1


Annual Report Certification of the Chief Executive Officer and Chief Financial Officer


---

|(1) |  | Incorporated herein by reference from Registration Statement on Form S-1 (No. 333-72999).
|--- |  | -----------------------------------------------------------------------------------------




|(2) |  | Incorporated herein by reference from Annual Report on Form 10-K filed on April 23, 2001 (No. 000-25829).
|--- |  | ---------------------------------------------------------------------------------------------------------




|(3) |  | Incorporated herein by reference from Registration Statement on Form S-8 (No. 333-62126).
|--- |  | -----------------------------------------------------------------------------------------




|(4) |  | Filed with Securities and Exchange Commission on May 30, 2002.
|--- |  | --------------------------------------------------------------




|(5) |  | Incorporated herein by reference from Annual Report on Form 10-K filed on March 25, 2002 (No. 000-25829).
|--- |  | ---------------------------------------------------------------------------------------------------------




|(6) |  | Incorporated herein by reference from Current Report on Form 8-K, filed on August 20, 2002 (No. 000-25829).
|--- |  | -----------------------------------------------------------------------------------------------------------



80




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##### Table of Contents




SIGNATURES





Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to the Annual Report on Form 10-K/A to be signed on its behalf of the undersigned, thereunto duly authorized.





August 27, 2002


PORTAL SOFTWARE, INC.By:

/s/    JOHN E.
LITTLEJohn E. Little Chairman of the Board and Chief Executive Officer





Pursuant to the requirements of the Securities Exchange Act of
1934, this Amendment No. 1 to the Annual Report on 10-K/A has been signed by the following persons in the capacities and on the dates indicated:





Signature

Title

Date/s/    JOHN E.
LITTLE (John E. Little)

Chairman of the Board, Chief Executive Officer (Principal Executive Officer) and Director

August 27, 2002/s/    HOWARD A. BAIN
III (Howard A. Bain III)

Senior Vice President and Chief Financial Officer (Principal Financial Officer)

August 27, 2002/s/    BRET L.
ENGLAND (Bret L. England)

Vice President, Finance (Principal Accounting Officer)

August 27, 2002* (Arthur C. Patterson)

Director

August 27, 2002* (David C. Peterschmidt)

Director

August 27, 2002* (Robert P. Wayman)

Director

August 27, 2002* (Lewis O. Wilks)

Director

August 27, 2002* (Edward J. Zander)

Director

August 27, 2002*By:     /s/    HOWARD A. BAIN
III Howard A. Bain III Attorney-in-Fact



August 27, 2002




81




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##### Table of Contents

EXHIBIT INDEX





Exhibit No.

Description3.1(1)

Amended and Restated Certificate of Incorporation.3.2(2)

Bylaws.3.3(5)

Certificate of Amendment to Restated Certificate of Incorporation (incorporated by reference to Registrants
Form 10-Q filed on December 14, 2000).3.6(6)

Certificate of Designation for Series A Junior Participating Preferred Stock (included in exhibit 4.4
below)4.1(1)

Form of Registrants Specimen Common Stock Certificate.4.2(1)

Amended and Restated Investors Rights Agreement, among the Registrant and the investors and founders named
therein, dated January 29, 1998.4.3(1)

Amendment No. 1 to the Amended and Restated Investors Rights Agreement, dated March 3, 1998.4.4(6)

Rights Agreement, dated as of August 16, 2002 between the Company and Equiserve, which includes the form of
Certificate of Designation for Series A Junior Participating Preferred Stock as Exhibit A, the form of Right Certificate as Exhibit B and the Summary of Rights to Purchase Series A Preferred Stock as Exhibit C.10.1(1)

Lease Agreement between Registrant and Stevens Creek Office Center Associates for office facilities at Stevens Creek
Office Center, Cupertino, California, dated November 4, 1991, as amended.10.2(1)

Lease Agreement between Registrant and Stevens Creek Office Center Associates for office facilities at 20833 Stevens
Creek Boulevard, Cupertino, California, dated as of September 8, 1998.10.3(2)

Form of Change in Control Severance Agreement.10.4(1)

Registrants 1995 Stock Option/Stock Issuance Plan and exhibits.10.5(5)

Registrants 1999 Stock Incentive Plan (as Amended and Restated through February 1, 2002).10.6(1)

Form of Notice of Grant of Stock Option.10.7(1)

Form of Stock Option Agreement.10.8(1)

Form of Addendum to Stock Option Agreement (Involuntary Termination Following Corporate Transaction/Change in
Control).10.9(1)

Form of Addendum to Stock Option Agreement (Limited Stock Appreciation Right).10.10(1)

Form of Stock Issuance Agreement.10.11(1)

Form Addendum to Stock Issuance Agreement (Involuntary Termination Following Corporate Transaction/Change in
Control).10.12(1)

Form Automatic Stock Option Agreement.10.13(1)

Form Notice of Grant of Non-Employee Director  Automatic Stock Option.10.14(5)

Registrants 1999 Employee Stock Purchase Plan.10.15(1)

Form of Directors and Officers Indemnification Agreement.10.16(5)

Form of Registrants Software License Agreement.10.17(5)

Registrants 2000 Supplemental Stock Option Plan (incorporated by reference from Registrants Registration
Statement on Form S-8 (file no 333-56472) filed on March 2, 2001.10.18(5)

Registrants 2000 International Employee Stock Purchase Plan.10.19(3)

BayGate, Inc. Amended and Restated 1999 Stock Plan.10.20(3)

BayGate, Inc. Form of Stock Option Agreement.10.21(1)

Lease Agreement dated June 25, 1999 by and between Registrant and TST Cupertino, L.L.C. for office facilities at
Cupertino City Center V, 10200 South De Anza Boulevard, Cupertino, California.




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##### Table of Contents

Exhibit No.

Description10.22(5)

Investment Agreement by and among Portal Software, Inc., Helianthus Vermoegensverwaltunggesellschaft MBH and the
shareholders of Solution42 AG dated as of November 2, 2000 (incorporated by reference from Registrants Form 8-K filed on November 13, 2000).10.23(5)

Agreement dated as of November 2, 2000 by and among Portal Software, Inc., Helianthus
Vermoegensverwaltunggesellschaft GmbH, Arno Schlosser, as Shareholder Agent for the shareholders of Solution42 AG, and U.S. Bank Trust National Association, as Escrow Agent (incorporated by reference from Registrants Form 8-K filed on November
13, 2000).10.24(5)

Consent of KPMG Deutsche Treuband-Gesellschaft Aktiengesellschaft Wirtschaftsprufungsgesellschaft, Independent
Accountants of Solution42 AG (incorporated by reference from Registrants Form 8-K/A filed on January 12, 2001).10.25(5)

Lease dated September 1999 between TST Torre, L.L.C. and Portal Software, Inc. for office facilities located at 10201
Torre Avenue, Cupertino, California (incorporated by reference from Registrants Form 10-K for the year ended January 31, 2001 filed on April 28, 2000).10.26(5)

Transition Agreement and General Release of all Claims dated November 30, 2001 between Portal Software, Inc. and
Kevin P. Mosher.10.27(5)

Offer Letter dated February 20, 2002 between Portal Software, Inc. and Glenn R. Wienkoop.13.1(4)

Proxy for 2002 Annual Meeting of Stockholders.21.1(5)

Subsidiaries of the Registrant.23.1

Consent of Ernst & Young LLP, Independent Auditors.99.1

Annual Report Certification of the Chief Executive Officer and Chief Financial Officer.


---

|(1) |  | Incorporated herein by reference from Registration Statement on Form S-1 (No. 333-72999).
|--- |  | -----------------------------------------------------------------------------------------




|(2) |  | Incorporated herein by reference from Annual Report on Form 10-K filed on April 23, 2001 (No. 000-25829).
|--- |  | ---------------------------------------------------------------------------------------------------------




|(3) |  | Incorporated herein by reference from Registration Statement on Form S-8 (No. 333-62126).
|--- |  | -----------------------------------------------------------------------------------------




|(4) |  | To be filed with Securities and Exchange Commission not later than 120 days after the end of the period covered by this Report on Form 10-K/A.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------




|(5) |  | Incorporated herein by reference from Annual Report on Form 10-K filed on March 25, 2002 (No. 000-25829)
|--- |  | --------------------------------------------------------------------------------------------------------




|(6) |  | Incorporated herein by reference from Current Report on Form 8-K, filed on August 20, 2002 (No. 000-25829).
|--- |  | -----------------------------------------------------------------------------------------------------------