<PAGE>

    As filed with the Securities and Exchange Commission on August 30, 1999
                                                      Registration No. 333-

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                ---------------

                                    FORM S-1
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                                ---------------

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

<TABLE>
  <S>                   <C>                                <C>
      Delaware                      7375                        77-0369737
  (State or other
   jurisdiction of      (Primary Standard Industrial         (I.R.S. Employer
  incorporation or
    organization)        Classification Code Number)       Identification Number)
</TABLE>

                                ---------------

                         20883 Stevens Creek Boulevard
                          Cupertino, California 95014
                                 (408) 343-4400
(Address, including zip code, and telephone number, including area code, of the
                   registrant's principal executive offices)

                                ---------------

                               Mr. John E. Little
                     President and Chief Executive Officer
                             Portal Software, Inc.
                         20883 Stevens Creek Boulevard
                          Cupertino, California 95014
                                 (408) 343-4400
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                                ---------------

                                   Copies to:
<TABLE>
<S>                                              <C>
           J. Stephan Dolezalek, Esq.                         Kevin P. Kennedy, Esq.
             Timothy R. Curry, Esq.                            SHEARMAN & STERLING
           David A. Makarechian, Esq.                          1550 El Camino Real
            Elizabeth A.R. Yee, Esq.                       Menlo Park, California 94025
        BROBECK, PHLEGER & HARRISON LLP                           (650) 330-2200
             Two Embarcadero Place
                 2200 Geng Road
          Palo Alto, California 94303
                 (650) 424-0160
</TABLE>
                                ---------------

        Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.

                                ---------------

  If the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act"), check the following box. [_]
  If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
  If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
  If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
  If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

                                ---------------

                        CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                         Proposed
                                           Proposed      Maximum
 Title of Each Class of                    Maximum      Aggregate    Amount of
    Securities to be      Amount to be  Offering Price   Offering   Registration
       Registered         Registered(1)  Per Share(2)    Price(2)       Fee
--------------------------------------------------------------------------------
<S>                       <C>           <C>            <C>          <C>
Common Stock, $0.001 par
 value.................     5,750,000      $51.3125    $295,046,875  $82,023.04
</TABLE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(1) Includes 750,000 shares of Common Stock issuable upon exercise of the
    Underwriters' over-allotment option, if any.
(2) Estimated solely for the purpose of calculating the amount of the
    registration fee in accordance with Rule 457(c) under the Securities Act of
    1933, as amended, and based on the average of the high and low prices of
    the common stock reported on the Nasdaq National Market on August 27, 1999.

                                ---------------

  The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until the Registration Statement
shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to Section 8(a), may determine.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information contained in this preliminary prospectus is not complete and  +
+may be changed. These securities may not be sold until the registration       +
+statement filed with the Securities and Exchange Commission is effective.     +
+This prospectus is not an offer to sell nor does it seek an offer to buy      +
+these securities in any jurisdiction where the offer or sale is not           +
+permitted.                                                                    +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
                 Subject to Completion. Dated August 30, 1999.

                                5,000,000 Shares

                             Portal Software, Inc.

[LOGO OF PORTAL APPEARS HERE]
                                  Common Stock

                                  -----------

  Portal Software, Inc. is offering 2,000,000 shares to be sold in the
offering. The selling stockholders identified in this prospectus are offering
an additional 3,000,000 shares. Portal will not receive any of the proceeds
from the sale of shares by the selling stockholders.

  Portal's common stock is traded on the Nasdaq National Market under the
symbol "PRSF". On August   , 1999 the last reported sale price for the common
stock on the Nasdaq National Market was $    per share.

  See "Risk Factors" beginning on page 6 to read about certain factors you
should consider before buying shares of the common stock.

                                  -----------

  Neither the Securities and Exchange Commission nor any other regulatory body
has approved or disapproved of these securities or passed upon the accuracy or
adequacy of this prospectus. Any representation to the contrary is a criminal
offense.

                                  -----------

<TABLE>
<CAPTION>
                                                         Per Share    Total
                                                         ---------    -----
   <S>                                                   <C>       <C>
   Initial price to public..............................  $        $
   Underwriting discount................................  $        $
   Proceeds, before expenses, to Portal.................  $        $
   Proceeds, before expenses, to the selling
    stockholders........................................  $        $
</TABLE>

  The underwriters may, under certain circumstances, purchase up to an
additional 750,000 shares from Portal at the initial price to public less the
underwriting discount.

                                  -----------

  The underwriters expect to deliver the shares in New York, New York on     ,
1999.

Goldman, Sachs & Co.

         BancBoston Robertson Stephens

                  Credit Suisse First Boston

                           Donaldson, Lufkin & Jenrette

                                                               Hambrecht & Quist

                                  -----------

                         Prospectus dated      , 1999.
<PAGE>

                           [DESCRIPTION OF ARTWORK]

Images of the different screens from Infranet.

A diagram with the word "Infranet" in the middle and spokes extending outward
in all directions. Each spoke indicates an element of an Internet-based
service provider's business.

A list of Portal's representative customers above Portal's logo is on the
bottom right-hand side of the page.

INSIDE FRONT COVER

  The inside front cover of the prospectus has a caption centered across the
top of the page which reads "Customer Management and Billing Software
Solutions for Providers of Internet-Based Services."

  Along the left side of the page reading from bottom to top vertically is the
phrase "Real Time." "Real Time" is embedded in a blue stripe which runs from
the bottom to the top of the page vertically.

  To the right of the phrase "Real Time" and below the caption "Customer
Management and Billing Software Solutions for Providers of Internet-Based
Services" is the image of a clock. Imaged over the clock in the center of face
is the Portal logo and below the logo is the phrase the words "Real Time No
Limits" and below this caption is a list entitled "Valued Benefits." Under
"Valued Benefits" there are three bullet points which read: "Rapid Service
Introduction," "Effective Customer Management" and "Flexible Market Response."
At approximately three o'clock on the face of the clock is a picture of a hand
holding up a computer. Below this picture at approximately 4 o'clock is the
caption and sentence which reads, "Support the Services. Portal lets providers
of Internet-based services rapidly offer a variety of Internet-based services
with flexible service bundling and pricing options, keeping pace with market
demands." At approximately 7 o'clock there is a picture of a hand holding a
stack of money. At approximately 8 o'clock, there is a caption and sentence
which corresponds to the hand holding the stack of money that reads, "Collect
the Money. Portal maintains real time subscriber account information and
allows subscribers to access billing and service information directly,
reducing support needs and improving satisfaction." At approximately 10
o'clock there is a picture of hand holding a mouse. At approximately 12
o'clock there is a caption and sentence which corresponds to the hand holding
the mouse which reads, "Manage the Subscribers. Portal offers instant
subscriber registration and service activation coupled with a range of cost-
effective features designed to ensure effective customer management and
marketing."

<PAGE>

                               PROSPECTUS SUMMARY

  You should read the following summary together with the more detailed
information regarding our company, the common stock being sold in this offering
and our consolidated financial statements and notes to those statements
appearing elsewhere in this prospectus. Except as set forth in the consolidated
financial statements or as otherwise specified in this prospectus, all
information in this prospectus assumes no exercise of the underwriters' over-
allotment option.

                             Portal Software, Inc.

                                  Our Business

  We develop, market and support real-time, scalable customer management and
billing software, or CM&B software, for providers of Internet-based services.
Our Infranet software is a comprehensive solution that meets the complex,
mission-critical provisioning, accounting, reporting and marketing needs of
providers of Internet-based services. Our "Real Time No Limits" Infranet
solution 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. We
have built Infranet using an open architecture with fully documented
application programming interfaces, or APIs, which facilitate customization,
integration with existing software applications, and creation of new services
by our customers, partners and third parties.

  We were founded in 1985 as an on-line service and one of the first Internet
service providers, or ISPs, and we began focusing in late 1993 on developing
and marketing real-time CM&B software for the Internet. We shipped the first
generally available version of Infranet in May 1996. Our approximately 130
Infranet customers include ISPs, such as Concentric Network Corporation and
UUNET Technologies, Inc.; on-line enterprises, such as Juno Online Services,
Inc. and 3Com Corporation's Palm.net; and on-line divisions of
telecommunications carriers, such as BellSouth Corp. and U S West, Inc.

                             Our Market Opportunity

  Providers of Internet-based services and telecommunications carriers are
demanding enhanced capabilities from their CM&B systems as the relentless pace
of change and innovation mandates a new level of CM&B performance and
functionality. Existing CM&B systems used by many traditional
telecommunications carriers are not designed to accommodate "always on", data-
oriented services and can generally be characterized as:

  . inflexible;

  . capable only of periodic processing or "batch-oriented";

  . proprietary;

  . centralized; and

  . difficult to scale in an Internet environment.

Existing CM&B solutions have significant difficulties in adapting to the needs
of providers of Internet-based services that continually introduce new services
and programs.

  We believe that providers of Internet-based services will increasingly
require a CM&B solution that is real-time, distributed, scalable, flexible and
easily adaptable to a vast number of emerging products and services. Infranet
is designed to meet the critical functional requirements of scalability,
enterprise-wide integration, including interoperability with legacy systems,
comprehensive functionality, ease of use, flexibility and improved time to
market. This enables service providers to capture the business benefits of
increased revenue, reduced costs and improved customer service.

                                  Our Strategy

  Our strategy is to establish Portal as the CM&B platform of choice for
providers of Internet-based services. Key elements of this strategy are:

  Extend Market Leadership Position. Our objective is to extend our position as
a leader in

                                       3
<PAGE>

the Internet-based CM&B market to establish Portal as the broad platform of
choice for providers of Internet-based services. We intend to take advantage of
our technological leadership, strategic partnerships, significant customer
relationships, broad-based sales and marketing efforts and scalable business
model to create a widespread customer base that will be difficult for potential
competitors to penetrate.

  Target Leading Providers of Advanced Communications Services Worldwide. The
scalability and flexibility of Infranet enables us to target a broad range of
providers of Internet-based services, including on-line service divisions of
major telecommunications providers worldwide, on-line service providers and
companies that use the Internet to provide entirely new types of communications
services.

  Build a Long-Term, High Margin, Software-Driven Business Model. The
scalability, comprehensive functionality and extensibility of Infranet,
combined with our strategic partnerships, are designed to allow us to achieve
and maintain a high margin, software-driven business, rather than the service-
intensive, customer-specific approach of many of our competitors.

  Leverage Partnerships and Alliances with Systems Integrators, and with
Platform, Software and Services Providers. We have established a series of
partnerships and alliances with systems integrators, such as Andersen
Consulting LLP, Cap Gemini Group, NTT Software Corporation and
PricewaterhouseCoopers LLP and hardware platform, software and services
providers, such as Cisco Systems, Inc., Compaq Corporation, Hewlett-Packard
Company, Microsoft Corporation, Oracle Corporation and Sun Microsystems, Inc.
We believe that our partnership strategy is unique in breadth and scope within
our market, provides us with a competitive advantage and serves as a "force
multiplier" which leverages our own internal capabilities.

  Grow with Customers and the Internet.  Our strategy is to maximize
opportunities for long-term revenue growth by targeting service providers with
excellent growth prospects and capitalizing on additional sales opportunities
with our customers through the addition of subscribers, add-on component sales,
additional service revenues and maintenance and support agreements. We intend
to continue to evolve and refine our business to track the growth of Internet-
based services, so that as these services proliferate, our revenue growth
opportunities will also increase.

                             Corporate Information

  Portal Software, Inc. was incorporated in California in March 1994 as Portal
Information Network, Inc. In December 1995, Portal Communications Company, a
company founded by John E. Little, Portal's Chief Executive Officer, and
incorporated in California in May 1985, was merged with and into Portal
Information Network, Inc. In October 1997, Portal Information Network, Inc.
changed its name to Portal Software, Inc. Portal Software, Inc. reincorporated
in Delaware in April 1999. References in this prospectus to "Portal", "we",
"our" and "us" refer to Portal Software, Inc., a Delaware corporation, its
predecessors, and each of its subsidiaries. Portal's principal executive
offices are located at 20883 Stevens Creek Boulevard, Cupertino, California
95014 and Portal's telephone number is (408) 343-4400. Information contained on
Portal's Web site does not constitute part of this prospectus.

  Portal(R) and Infranet(R) are registered trademarks of Portal and the Portal
logo, Infranet IPT(TM), Real Time No Limits(TM), Infranet FreeServ(TM) and
Infranet DNA(TM) are trademarks of Portal. Each trademark, tradename or service
mark of any other company appearing in this prospectus belongs to its holder.

                                       4
<PAGE>

                                  The Offering

<TABLE>
<CAPTION>
<S>                                                    <C>
Common stock offered by Portal........................ 2,000,000 shares

Common stock offered by the selling stockholders. .... 3,000,000 shares

Common stock to be outstanding after the offering .... 77,440,381 shares

Use of proceeds....................................... For general corporate
                                                       purposes, working
                                                       capital, including sales
                                                       and marketing
                                                       activities, product
                                                       development and support
                                                       and capital
                                                       expenditures. See "Use
                                                       of Proceeds". Portal
                                                       will not receive any
                                                       proceeds from the sale
                                                       of common stock by any
                                                       selling stockholders.

Nasdaq National Market symbol......................... PRSF
</TABLE>

The common stock outstanding after this offering excludes:
  . 9,562,830 shares of common stock issuable upon exercise of stock options
    and warrants outstanding as of July 31, 1999 at a weighted average
    exercise price of $7.09 per share

  . 4,028,872 shares of common stock available for grant under our 1999 Stock
    Incentive Plan and

  . 1,800,000 shares of common stock reserved for issuance under our 1999
    Employee Stock Purchase Plan.

  See "Capitalization", "Management--Benefit Plans", "Description of Capital
Stock" and Note 6 of Notes to Consolidated Financial Statements.
                      Summary Consolidated Financial Data
                    (in thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                                                Six Months
                                      Year Ended January 31,                  Ended July 31,
                          --------------------------------------------------  ----------------
                             1995       1996      1997      1998      1999     1998     1999
                          ----------- --------  --------  --------  --------  -------  -------
                          (unaudited)                                           (unaudited)
<S>                       <C>         <C>       <C>       <C>       <C>       <C>      <C>
Consolidated Statement
 of Operations Data:
Total revenues..........   $  1,517   $  1,862  $  5,045  $  9,416  $ 26,669  $ 8,353  $35,975
Total costs and
 expenses...............      1,717      2,347     7,299    16,802    43,797   15,145   46,274
Loss from operations....       (200)      (485)   (2,254)   (7,386)  (17,128)  (6,792) (10,299)
Net loss................       (197)      (535)   (2,274)   (7,587)  (17,408)  (6,656)  (6,310)
Pro forma basic and
 diluted net loss per
 share (unaudited)......                                            $  (0.30)  $(0.12) $ (0.10)
                                                                    ========  =======  =======
Shares used in computing
 pro forma basic and
 diluted net loss per
 share (unaudited)......                                              58,084   55,687   66,244
                                                                    ========  =======  =======
</TABLE>

<TABLE>
<CAPTION>
                                                               July 31, 1999
                                                            --------------------
                                                             Actual  As Adjusted
                                                            -------- -----------
                                                                 (unaudited)
<S>                                                         <C>      <C>
Consolidated Balance Sheet Data:
Cash and cash equivalents.................................. $ 71,044    $
Working capital............................................   84,847
Total assets...............................................  139,898
Long-term obligations, net of current portion..............    2,119    2,119
Stockholders' equity.......................................   95,502
</TABLE>

  The consolidated balance sheet data is set forth on an actual basis and as
adjusted to reflect the sale of 2,000,000 shares of common stock in this
offering at the initial price to public of    per share and after deducting the
estimated underwriting discount and the estimated offering expenses. See "Use
of Proceeds" and "Capitalization".


                                       5
<PAGE>

                                  RISK FACTORS

  You should carefully consider the risks and uncertainties described below
before making an investment decision. The risks and uncertainties described
below are not the only ones facing our company. Additional risks and
uncertainties that we are unaware of or that we currently deem immaterial also
may become important factors that may adversely affect our company.


                         Risks related to our business

It is difficult to predict our business because we have a limited history
operating as a provider of CM&B software

  Our results of operations for the six months ended July 31, 1999 contained in
this prospectus are not necessarily indicative of our results for the fiscal
year ending January 31, 2000 or any other future period. Moreover, Portal has a
relatively brief operating history as a provider of CM&B software and had no
meaningful license revenue until 1996. Therefore, Portal will experience the
risks and difficulties frequently encountered by early stage companies in new
and rapidly evolving markets, including those discussed below and in
Management's Discussion and Analysis of Financial Condition and Results of
Operations. Our business strategy may not prove successful and we may not
successfully address these risks.

We have not achieved profitability and expect to continue to incur net losses
for at least the next several quarters

  In order to become profitable, we must increase our revenues. We may not be
able to increase or even maintain our revenues, and we may not achieve
sufficient revenues or profitability in any future period. We incurred net
losses of approximately $6.3 million for the six months ended July 31, 1999,
$17.4 million for fiscal year 1999, $7.6 million for fiscal year 1998 and $2.3
million for fiscal year 1997. We have not achieved profitability and expect to
continue to incur net losses for at least the next several quarters even if
sales of our CM&B software continue to grow.

  In addition, we expect to significantly increase our sales and marketing,
product development and administrative expenses. As a result, we will need to
generate significant revenues from sales of Infranet to achieve and maintain
profitability. We expect that we will face increased competition which will
make it more difficult to increase our revenues. Even if we are able to
increase revenues, we may experience price competition which would lower our
gross margins and our profitability. Another factor that will 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 generally have lower
margins.

  If we do achieve profitability, we cannot be certain that we can sustain or
increase profitability on a quarterly or annual basis. See "Selected
Consolidated Financial Data" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations".

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. In future quarters, our operating results
may be below the expectations of public market analysts and investors, and the
price of our common stock may fall. Factors that could cause quarterly
fluctuations include:

  . variations in demand for our products and services;

  . 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;

  . delays in introducing new products and services;

                                       6
<PAGE>

  . new product introductions by competitors;

  . changes in our pricing policies or the pricing policies of our
    competitors;

  . 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;

  . 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 ISPs
    and other providers of Internet-based services.

  We have difficulty predicting the volume and timing of orders. For example,
substantially all of our future revenues will come from licenses of Infranet
and related services, and the market for this product is in its early stages of
development and is therefore unpredictable. 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. Significant sales
may also occur earlier than expected, which could cause operating results for
later quarters to compare unfavorably with operating results from earlier
quarters.

  We record as deferred revenue 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 was signed, and we may not be able to predict
accurately when revenues from these contracts will be recognized.

  We plan to significantly increase our operating expenses to expand our sales
and marketing operations, broaden our customer support capabilities, develop
new distribution channels and fund greater levels of research and development.
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 term. As a
result, a 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.

  Due to the foregoing factors, we believe that quarter-to-quarter comparisons
of our operating results are not a good indication of our future performance.
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations".

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 has been three to six 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.
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

                                       7
<PAGE>

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. See "--Our quarterly
operating results may fluctuate in future periods and we may fail to meet
expectations" and "Business--Sales and Marketing".

Our business depends on the commercial acceptance of Infranet, and it is
uncertain to what extent the market will accept this product

  Our future growth depends on the commercial success of Infranet.
Substantially all of our licensing revenues are derived from Infranet. Our
business will be harmed if our target customers do not adopt and purchase
Infranet. The market for Internet-based CM&B software is in its early stages of
development. Our future financial performance will also depend on the
successful development, introduction and customer acceptance of new and
enhanced versions of Infranet. We are not certain that our target customers
will widely adopt and deploy Infranet as their CM&B 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 applicants or for additional subscribers. Their failure
to do so could harm our business.

  Significant technical challenges arise in our business because many of our
customers purchase and implement Infranet in phases, 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.
Implementation currently requires participation by our professional services
group, which has significantly limited resources. Some customers may also
require us to develop costly customized features or capabilities, which
increase our costs and consume our limited customer service and support
resources. Also, revenues we derive from our services business have a
significantly lower margin than revenues derived from licensing Infranet. If
new or existing customers have difficulty deploying our products or require
significant amounts of our professional services support, our operating margins
could be harmed.

We must hire and retain qualified sales personnel to sell Infranet

  Our financial success and our ability to increase revenues in the future
depend considerably upon the growth and productivity of our direct sales force
which has historically generated a majority of our license revenues. This
productivity and growth will depend to a large degree on our success in
recruiting, training and retaining additional direct salespeople. There is a
shortage of 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.

  In addition, because we currently rely on indirect sales for a significant
portion of our market opportunities, we may miss sales opportunities that are
available through other sales distribution methods and other sources of leads,
such as domestic and foreign resellers and value-added resellers. In the
future, we intend to augment our indirect sales distribution methods through
additional third-party distribution arrangements. However, there is no
guarantee that we will successfully augment these arrangements or that the
expansion of indirect sales distribution methods will increase revenues. We may
be at a serious competitive disadvantage if we fail to enhance these indirect
sales channels. See "Business--Sales and Marketing".

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 revenues from


                                       8
<PAGE>

customers that have significant relationships with our market and platform
partners. 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.

  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 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 may be terminated by either party
without cause or penalty and with limited notice. 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 Infranet than
we would otherwise, and our efforts may not be as effective as those of our
partners, either of which would harm our business.

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. As a result, if a large
contract is cancelled or deferred or an anticipated contract does not
materialize, our business would be harmed. We have initially targeted large
ISPs, including on-line divisions of telecommunications carriers and other
providers of Internet-based services. Some of the industries we have targeted
are consolidating, which could reduce the number of potential customers
available to us. See "Business--Customers".

Our business will suffer dramatically if we fail to successfully manage our
growth

  Our ability to successfully offer Infranet and new products and services in a
rapidly evolving market requires an effective planning and management process.
We continue to increase the scope of our operations domestically and
internationally and have grown our headcount substantially. Our business will
suffer dramatically if we fail to effectively manage this growth. On July 31,
1999, we had more than 412 employees, compared to a total of 242 employees on
January 31, 1999. We expect to continue to hire new employees at a rapid pace.
This growth has placed, and our anticipated future operations will continue to
place, a significant strain on our management systems and resources and on our
internal training capabilities. 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 work
force worldwide. Although we have entered into a lease for new facilities for
our headquarters in Cupertino, California, we expect that we will have to
continue to expand our facilities, and we may face difficulties and significant
expenses identifying and moving into suitable office space.

Our significant international operations and our planned expansion of our
international operations make us much more susceptible to risks from
international operations

  For the six months ended July 31, 1999 and the year ended January 31, 1999,
we derived approximately 31% and 27% 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;

  . difficulties in staffing and managing foreign operations;

  . longer sales and payment cycles;

  . greater difficulties in collecting accounts receivable;

                                       9
<PAGE>

  . 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, France, Germany, Hong Kong, Japan, Spain and the United Kingdom and
plan to establish additional facilities in other parts of the world. The
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.

  Further, our international revenues are denominated 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. We do not currently engage in currency hedging activities.

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

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

  Although we have not done so in the past, we may make acquisitions or
investments in other companies, products or technologies. 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.

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 CM&B software
may have filed or may intend to file patent applications covering aspects of
their technology upon which they may claim our technology infringes. We cannot
be certain that any of these competitors will not make a claim of infringement
against us with respect to our products and technology. 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

                                       10
<PAGE>

addition, litigation could cause product shipment delays or require us to
develop non-infringing technology or enter into royalty or licensing
agreements. These 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.
See "Business--Intellectual Property".

Our business will suffer if our software contains 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. Computer
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 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, particularly if the damages
relate to Year 2000 liability 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.

  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. See
"Business--Products and Services".

Year 2000 issues present technological risks, could cause disruption to our
business and could harm sales of Infranet

  Concern over, and problems associated with the impact of the occurrence of
the Year 2000 on our software products, internal systems, customers, suppliers
and the overall software industry could affect our future operating results in
several ways. Errors or defects that affect the operation of our software could
result in:

  . delay or loss of revenue;

  . cancellation of customer contracts;

                                       11
<PAGE>

  . diversion of development resources;

  . damage to our reputation;

  . increased service and warranty costs; and

  . litigation costs.

  We are still in the process of completing our Year 2000 readiness plans,
tests and analyses and face uncertainty as a result. Infranet operates in
complex network environments and directly and indirectly interacts with a
number of other hardware and software systems. Our software also interfaces
with third-party systems, such as credit card processing services and customer-
specific modifications that our service providers, third-party integrators and
customers have created to be used with Infranet. Despite preliminary
investigation and testing by us and our partners, Infranet and the underlying
systems and protocols running it may contain previously undetected errors or
defects associated with Year 2000 date functions. Furthermore, our testing to
date has been limited to the current version of Infranet and two prior releases
of Infranet. Several of our customers may continue to use versions of Infranet
that predate these versions of the product. We may not identify all Year 2000
failures in our partners' products. We have attempted to ascertain which
release or releases of our partners' products are Year 2000 compliant.

  To date, Portal has received compliance information from most of its material
partners. However, Portal may be unable to obtain compliance information from
all of these partners. Moreover, our partners may detect errors in their
products after previously indicating that their products are Year 2000
compliant. Such revelations by our partners, have occurred in the past and may
occur in the future; and these revelations have and could cause us to make
changes in our products in response. In addition, some of our customers elect
to integrate Infranet with interfaces not ordinarily supported by Portal. This
integration, whether performed by Portal, the customer or a third party systems
integrator, is also not within the scope of Portal's in-house testing efforts.
Portal has advised all customers that they must independently test these
integrations for Year 2000 compliance.

  We also are in the process of evaluating and assessing Year 2000 compliance
of many of our internal systems. Accordingly, we are unable to predict to what
extent our business may be affected if our software, the systems that operate
in conjunction with our software or our internal systems experience a material
Year 2000 failure.

  The purchasing patterns of our customers and potential customers based on
Year 2000 issues may make it difficult to predict future sales of Infranet.
Many companies are deferring software purchases until after January 1, 2000.
Other companies are accelerating purchases of software products prior to 2000
which could cause an increase in short-term demand from those customers and a
possible decrease in future demand. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations".

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

                                       12
<PAGE>

delayed or lost sales and increased costs and could harm our business in the
short-term.

Our officers and directors will be able to exert significant control on Portal

  Executive officers, directors and entities affiliated with them will, in the
aggregate, beneficially own approximately   % of our outstanding common stock
following the completion of this offering. In addition, Cisco, which owns
3,000,000 shares of common stock, has agreed in certain circumstances to vote
all shares of common stock it owns, in the event that the board of directors of
Portal approves a sale of substantially all of the assets of Portal, or a
merger in which Portal is not the surviving corporation, in proportion to the
vote of all of the stockholders of Portal. This may further enhance our
officers' and directors' ability to exert control over Portal. These
stockholders, if acting together, would be able to significantly influence all
matters requiring approval by our stockholders, including the election of
directors and the approval of mergers or other business combination
transactions. See "Principal and Selling Stockholders" and "Description of
Capital Stock--Private Placement".

We are subject to anti-takeover provisions that could delay or prevent an
acquisition of our company

  Our board of directors has the authority to issue up to 5,000,000 shares of
preferred stock. Further, without any further vote or action on the part of the
stockholders, our board of directors will have the authority to determine the
price, rights, preferences, privileges and restrictions of the preferred stock.
This preferred stock, if it is ever issued, may have preference over and harm
the rights of the holders of common stock. Although the issuance of this
preferred stock will provide us with flexibility in connection with possible
acquisitions and other corporate purposes, this issuance may make it more
difficult for a third party to acquire a majority of our outstanding voting
stock. We currently have no plans to issue preferred stock.

  Certain provisions of our amended and restated certificate of incorporation
and bylaws and the Delaware General Corporation Law may delay or impede a
merger, tender offer or proxy contest involving Portal. Furthermore, the board
of directors is divided into three classes, only one of which is elected each
year. Directors may only be removed by the affirmative vote of 66 2/3% or
greater of all classes of voting stock, and the removal must be for cause.
These factors may further delay or prevent a change of control of Portal.

  In addition, we have entered into an agreement with Cisco that could delay or
prevent us from being acquired. Subject to certain limitations, if we enter
into negotiations with certain third parties regarding a potential merger,
acquisition or other business combination, we must notify Cisco of that
potential transaction no later than seven days prior to executing a definitive
agreement. Cisco has seven days from the date of our notification to prepare
its own offer for consideration by us and our board of directors. See
"Description of Capital Stock--Private Placement".

We do not intend to pay dividends on our common stock

  We have never declared or paid any cash dividends on our capital stock. We
currently intend to retain any future earnings for funding growth and,
therefore, do not expect to pay any dividends in the foreseeable future. See
"Dividend Policy".

                       Risks related to the CM&B industry

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

  The market for CM&B software and services and Internet applications is
characterized by:

  . rapid technological change;

  . frequent new product introductions;

  . changes in customer requirements; and

  . evolving industry standards.

                                       13
<PAGE>

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 Internet-related
applications. 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 new, intensely competitive, highly fragmented
and rapidly changing. We face competition from providers of traditional CM&B
software such as Amdocs Limited, Kenan Systems Corporation, which was recently
acquired by Lucent Technologies, Inc., LHS Group Inc. and Saville Systems PLC,
which was recently acquired by ADC Telecommunications, Inc.; emerging providers
of Internet-specific billing software, such as Belle Systems S/A, Solect
Technology Group and TAI Corporation, which was recently acquired by Convergys
Corporation; and proprietary systems developed by providers of Internet-based
services. We also compete with systems integrators and with internal MIS
departments of larger telecommunications carriers. We are aware of numerous
other major ISPs, software developers and smaller entrepreneurial companies
that are focusing significant resources on developing and marketing products
and services that will compete with Infranet. We anticipate continued growth
and competition in the on-line services and telecommunications industries and
the entrance of new competitors into the CM&B software market, and that the
market for our products and services will remain intensely competitive. We
expect that competition will increase in the near term and that our primary
long-term competitors may have not yet entered the market. Many of our current
and future competitors have significantly more personnel and greater financial,
technical, marketing and other resources than we do.

  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.
See "Business--Competition".

Our business substantially depends upon the continued growth of the Internet
and Internet-based services

  We sell Infranet to organizations providing Internet-based services.
Consequently, our future revenues and profits, if any, substantially depend
upon the continued acceptance and use of the Internet as an effective medium of
commerce and communication. Rapid growth in the use of the Internet and on-line
services is a recent phenomenon and it may not continue. As a result, a broad
base of regular Internet users may not develop, and the market may not accept
recently introduced services and products that rely upon the Internet, such as
Infranet.

Future regulation of the Internet may slow its growth, resulting in decreased
demand for our products and services and increased costs of doing business

  Due to the increasing popularity and use of the Internet, it is possible that
state and federal

                                       14
<PAGE>

regulators could adopt laws and regulations that may impose additional burdens
on those companies conducting business on-line.

  The growth and development of the market for Internet-based services may
prompt calls for more stringent consumer protection laws. The adoption of any
additional laws or regulations may decrease the expansion of the Internet. A
decline in the growth of the Internet could decrease demand for our products
and services and increase our cost of doing business, or otherwise harm our
business. Moreover, the applicability to the Internet of existing laws in
various jurisdictions governing issues such as property ownership, sales tax,
libel and personal privacy is uncertain and may take years to resolve. Our
costs could increase and our growth could be harmed by any new legislation or
regulation, the application of laws and regulations from jurisdictions whose
laws do not currently apply to our business, or the application of existing
laws and regulations to the Internet and other on-line services.

Our future success depends on our ability to attract and retain additional
personnel, particularly qualified sales personnel

  We intend to hire a significant number of additional sales, support,
marketing, administrative and research and development personnel in 1999 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 continue to grow if we cannot attract qualified personnel. We
currently have a small customer service and support organization and will need
to increase our staff to support new customers and the expanding needs of our
existing customers. Hiring qualified customer service and support personnel, as
well as sales, marketing, administrative and research and development
personnel, is very competitive in our industry, particularly in the San
Francisco Bay Area, where Portal is headquartered, due to the limited number of
people available with the necessary technical skills and understanding of the
Internet. We may experience greater difficulty attracting these personnel with
equity incentives as a public company than we did as a privately held company.
Our future success also depends upon the continued service of our executive
officers and other key sales, marketing and support personnel in general, and
on the services of John E. Little, our President and Chief Executive Officer,
and David S. Labuda, our Chief Technology Officer, in particular. None of our
officers or key employees is bound by an employment agreement for any specific
term. Our relationships with these officers and key employees are at will.

                         Risks related to this offering

We have substantial discretion as to how to use the proceeds from this offering

  Our management has broad discretion as to how to spend the proceeds from this
offering and may spend these proceeds in ways with which our stockholders may
not agree. We cannot predict that investment of the proceeds will yield a
favorable or any return. See "Use of Proceeds".

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

  The trading price of our common stock has fluctuated in the past and will
fluctuate in the future. This 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 analysts;

  . announcements and technological innovations or new products by us or our
    competitors;

  . increased price competition;

  . developments or disputes concerning intellectual property rights; and

  . general conditions in the Internet industry.

                                       15
<PAGE>

  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 price of stocks of technology companies are often precipitious.
Moreover, of the 75,440,381 currently outstanding shares, approximately
29,169,064 shares are currently subject to lockup agreements in connection with
this offering that prohibit their sale in the public market until       , 1999.
In addition, approximately 38,183,176 shares are currently subject to lockup
agreements in connection with our initial public offering that prohibit their
sale in the public market until November 2, 1999. If our stockholders sell
substantial amounts of our common stock, including shares issued upon the
exercise of outstanding options and warrants, in the public market, the market
price of our common stock could fall.

Future sales of shares could affect our stock price

  If our stockholders sell substantial amounts of our common stock, including
shares issued upon the exercise of outstanding options and warrants, in the
public market following this offering, the market price of our common stock
could fall. These sales also might make it more difficult for us to sell equity
or equity-related securities in the future at a time and price that we deem
appropriate. Upon completion of this offering, we will have outstanding
77,440,381 shares of common stock, based upon 75,440,381 shares outstanding as
of July 31, 1999, assuming no exercise of the underwriters' over-allotment
option and no exercise of outstanding options or warrants after July 31, 1999.
Of these shares, the 5,000,000 shares sold in this offering will be freely
tradable. The 4,000,000 shares sold in our initial public offering are freely
tradable.   Of the remaining shares, 38,183,176 shares, which are currently
subject to lockup agreements related to our initial public offering, eligible
for sale in the public market beginning November 2, 1999 and 29,169,064 shares,
which are currently subject to lockup agreements related to this offering,
eligible for sale in the public market beginning    ,    1999.

This prospectus contains forward-looking statements; these statements are not
guarantees of future performance and are subject to certain risks,
uncertainties and other factors, some of which are beyond our control

  This prospectus contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, 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 certain 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 "Risk Factors" and elsewhere in this prospectus. 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 prospectus. 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 prospectus or to reflect
the occurrence of unanticipated events.

                                       16
<PAGE>

                                USE OF PROCEEDS

  The net proceeds to Portal from the sale and issuance of the 2,000,000 shares
of common stock offered by Portal will be $     million (approximately $
million if the underwriters' over-allotment option is exercised in full), at
the public offering price of $      per share after deducting the underwriting
discount and estimated offering expenses. Portal is conducting this offering
primarily to increase its working capital. Portal intends to use the net
proceeds for general corporate purposes, including sales and marketing
activities, product development and support and capital expenditures.
  Portal may also use a portion of the net proceeds to acquire or invest in
complementary businesses or products or to obtain the right to use
complementary technologies. Portal has no agreements or commitments with
respect to any acquisition or investment, and it is not involved in any
negotiations with respect to any transaction. Pending these uses, the net
proceeds of this offering will be invested in short-term, interest-bearing,
investment grade securities. Portal will not receive any proceeds from the sale
of stock by the selling stockholders. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations--Liquidity and Capital
Resources".

                          PRICE RANGE OF COMMON STOCK
  Portal common stock has been quoted on the Nasdaq National Market under the
symbol PRSF since Portal's initial public offering in May 1999. Prior to such
time, there was no public market for the common stock of Portal. The following
table sets forth, for the periods indicated, the high and low sale prices per
share of the common stock as reported on the Nasdaq National Market.

<TABLE>
<CAPTION>
                                                                   High   Low
Fiscal Year 2000                                                  ------ ------
<S>                                                               <C>    <C>
  Second Quarter (from May 6, 1999).............................. $59.93 $27.75
  Third Quarter (to August 27, 1999)............................. $51.31 $35.75
</TABLE>

  On August   , 1999, the reported last sale price of the common stock on the
Nasdaq National Market was $    per share. As of August 3, 1999, there were
approximately 599 stockholders of record of the common stock.

                                DIVIDEND POLICY

  Portal has never declared or paid dividends on its capital stock and does not
anticipate declaring or paying cash dividends in the foreseeable future.
Payments of future dividends, if any, will be at the discretion of
Portal's board of directors after taking into account various factors,
including its financial condition, operating results, current and anticipated
cash needs and plans for expansion. Portal's line of credit arrangement with
Imperial Bank prohibits the payment of dividends by Portal without Imperial
Bank's consent.
                                       17
<PAGE>

                                 CAPITALIZATION

  The following table sets forth the capitalization of Portal as of July 31,
1999, on an actual basis; and as adjusted to reflect the net proceeds from the
sale of 2,000,000 shares of common stock offered by Portal in this offering at
the offering price of $    per share and after deducting the underwriting
discount and the estimated offering expenses. This table should be read in
conjunction with the consolidated financial statements and notes to
consolidated financial statements appearing elsewhere in this prospectus.

<TABLE>
<CAPTION>
                                                              July 31, 1999
                                                           --------------------
                                                           Actual   As Adjusted
                                                           -------  -----------
                                                             (in thousands,
                                                            except share and
                                                           per share amounts)
<S>                                                        <C>      <C>
Current portion of long-term obligations.................. $   479    $   479
                                                           =======    =======
Long-term obligations, excluding current portion.......... $ 2,119    $ 2,119
Stockholders' equity:
Convertible preferred stock: 5,000,000 shares, $0.001 par
 value per share, authorized, actual and as adjusted;
 no shares, issued and outstanding, actual and as
 adjusted.................................................     --         --
Common stock: 250,000,000 shares, $0.001 par value per
 share, authorized, actual and as adjusted; 75,440,381
 shares, issued and outstanding, actual; 77,440,381
 shares, issued and outstanding, as adjusted..............      75
Additional paid-in capital................................ 139,546
Net unrealized loss on investments and other..............     (66)       (66)
Notes receivable from stockholders........................    (359)      (359)
Deferred stock compensation...............................  (9,445)    (9,445)
Accumulated deficit....................................... (34,249)   (34,249)
                                                           -------    -------
Stockholders' equity......................................  95,502
                                                           -------    -------
Total capitalization...................................... $97,621    $
                                                           =======    =======
</TABLE>

  The number of shares of common stock outstanding as of July 31, 1999
excludes:

  . 9,562,830 shares of common stock issuable upon exercise of stock options
    and warrants outstanding at a weighted average exercise price of $7.09
    per share;

  . 4,028,872 shares of common stock available for grant under the 1999 Stock
    Incentive Plan; and

  . 1,800,000 shares of common stock reserved for issuance under Portal's
    1999 Employee Stock Purchase Plan.

See "Management--Benefit Plans", "Description of Capital Stock" and Note 6 of
Notes to Consolidated Financial Statements.

                                       18
<PAGE>

                                   DILUTION

  The net tangible book value (deficit) of Portal at July 31, 1999, was
approximately $91,692,000, or $1.22 per share. Net tangible book value
(deficit) per share represents total tangible assets less total liabilities,
divided by the number of shares of common stock outstanding. After giving
effect to the shares of common stock offered in this offering at an offering
price of $     per share, and after deducting the underwriting discount and
estimated offering expenses, Portal's net tangible book value at July 31, 1999
would have been $        , or $     per share. This represents an immediate
increase in net
tangible book value of $     per share to existing stockholders and an
immediate dilution of $     per share to new investors purchasing shares of
common stock in this offering. Dilution is defined as the reduction in the
proportion of income, or earnings per share, to which each share is entitled
due to the issuance of additional shares. With the sale and issuance of
2,000,000 shares in this offering, existing stockholders will suffer an
immediate reduction in the net tangible book value of their shares because
such additional shares decrease the percentage ownership of the existing
stockholder. The following table illustrates this dilution:
<TABLE>
<S>                                                                 <C>    <C>
Initial price to public............................................        $
  Net tangible book value (deficit) per share prior to the
   offering........................................................ $ 1.22
  Increase per share attributable to new investors.................
                                                                    ------
Pro forma net tangible book value per share after the offering.....
                                                                           -----
Dilution per share to new investors................................        $
                                                                           =====
</TABLE>
  The following table summarizes, as of July 31, 1999, the total number of
shares and consideration paid to Portal and the average price per share paid
by existing stockholders and
by new investors purchasing shares of common stock in this offering at the
initial price to public of $     per share (before deducting the estimated
underwriting discount and estimated offering expenses):

<TABLE>
<CAPTION>
                                                       Total
                               Shares Purchased    Consideration
                              ------------------ ----------------- Average Price
                                Number   Percent  Amount   Percent   Per Share
                              ---------- ------- --------- ------- -------------
<S>                           <C>        <C>     <C>       <C>     <C>
Existing stockholders........ 75,440,381   97.4% $               %   $
New investors................  2,000,000    2.6
                              ----------  -----  ---------  -----
Totals....................... 77,440,381  100.0% $          100.0%
                              ==========  =====  =========  =====
</TABLE>
  The foregoing computations are based on the number of shares of common stock
outstanding as of July 31, 1999 and exclude:

  . 9,562,830 shares of common stock issuable upon exercise of stock options
    and warrants outstanding at a weighted average exercise price of $7.09
    per share;

  . 4,028,872 shares of common stock available for grant under the 1999 Stock
    Incentive Plan; and

  . 1,800,000 shares of common stock reserved for issuance under the 1999
    Employee Stock Purchase Plan.

  To the extent that any of these options or warrants are exercised, there
will be further dilution to new investors. See "Capitalization", "Management--
Benefit Plans", "Description of Capital Stock" and Note 6 of Notes to
Consolidated Financial Statements.

                                      19
<PAGE>

                      SELECTED CONSOLIDATED FINANCIAL DATA

  The selected consolidated financial data set forth below should be read in
conjunction with the "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and the Consolidated Financial Statements
of Portal Software, Inc. and the Notes to Consolidated Financial Statements
included elsewhere in this prospectus. The consolidated statement of operations
data set forth below for the fiscal years ended January 31, 1997, 1998 and 1999
and the consolidated balance sheet data at January 31, 1998 and 1999 have been
derived from audited consolidated financial statements of Portal Software, Inc.
included elsewhere in this prospectus, which have been audited by Ernst & Young
LLP, Independent Auditors. The consolidated statement of operations data for
the year ended January 31, 1996 and the consolidated balance sheet data at
January 31, 1996 and 1997, are derived from audited consolidated financial
statements that are not included in this prospectus. The consolidated statement
of operations data for the year ended January 31, 1995 and the consolidated
balance sheet data at January 31, 1995 are unaudited. The consolidated
statement of operations data for the six month periods ended July 31, 1998 and
1999 and the balance sheet data as of July 31, 1998 and 1999 are derived from
unaudited financial statements of Portal Software, Inc. included elsewhere in
this prospectus and include all adjustments consisting only of normal,
recurring adjustments, which we consider necessary for a fair presentation of
that data. The basic and diluted net loss per share and the pro forma basic and
diluted net loss per share computation excludes potential shares of common
stock (options and common stock) subject to repurchase rights held by Portal
and warrants, since their effect would be antidilutive. Pro forma basic and
diluted net loss per share reflect the conversion of preferred stock into
common stock from the date of original 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 and pro forma basic and diluted net loss per share. The historical
results are not necessarily indicative of results to be expected for any future
period. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations".

<TABLE>
<CAPTION>
                                                                               Six Months
                                      Year Ended January 31,                 Ended July 31,
                          -------------------------------------------------  ----------------
                             1995      1996     1997      1998      1999      1998     1999
                          ----------- ------  --------  --------  ---------  -------  -------
                          (unaudited)                                          (unaudited)
                                     (in thousands, except per share amounts)
<S>                       <C>         <C>     <C>       <C>       <C>        <C>      <C>
Consolidated Statement
 of Operations Data:
Revenues:
  License fees..........    $  --     $  --   $  3,944  $  6,892  $  13,536  $ 4,061  $21,715
  Services..............     1,517     1,862     1,101     2,524     13,133    4,292   14,260
                            ------    ------  --------  --------  ---------  -------  -------
   Total revenues.......     1,517     1,862     5,045     9,416     26,669    8,353   35,975
                            ------    ------  --------  --------  ---------  -------  -------
Costs and expenses:
  Cost of license fees..       --         13        62       970        458      146      506
  Cost of services......       791       267       518     2,152      9,425    2,874    8,990
  Research and
   development..........       432       517     2,527     5,628     11,252    4,667   10,456
  Sales and marketing...       --         44     2,371     5,436     14,112    5,141   16,157
  General and
   administrative.......       494     1,506     1,821     2,616      6,253    1,987    5,154
  Amortization of
   deferred stock
   compensation.........       --        --        --        --       2,297      330    5,011
                            ------    ------  --------  --------  ---------  -------  -------
   Total costs and
    expenses............     1,717     2,347     7,299    16,802     43,797   15,145   46,274
                            ------    ------  --------  --------  ---------  -------  -------
Loss from operations....      (200)     (485)   (2,254)   (7,386)   (17,128)  (6,792) (10,299)
Interest income
 (expense) and other
 income, net............         3       (50)      (20)     (201)       435      151    4,805
                            ------    ------  --------  --------  ---------  -------  -------
Loss before income
 taxes..................      (197)     (535)   (2,274)   (7,587)   (16,693)  (6,641)  (5,494)
Provision for income
 taxes..................       --        --        --        --        (715)     (15)    (816)
                            ------    ------  --------  --------  ---------  -------  -------
Net loss................    $ (197)   $ (535) $ (2,274) $ (7,587) $ (17,408) $(6,656) $(6,310)
                            ======    ======  ========  ========  =========  =======  =======
Basic and diluted net
 loss per share ........    $(0.10)   $(0.16) $  (0.18) $  (0.37) $   (0.59) $ (0.24) $ (0.13)
                            ======    ======  ========  ========  =========  =======  =======
Shares used in computing
 basic and diluted net
 loss per share.........     2,017     3,394    12,432    20,786     29,531   27,234   50,224
                            ======    ======  ========  ========  =========  =======  =======
Pro forma basic and
 diluted net loss per
 share (unaudited)......                                          $   (0.30) $ (0.12) $ (0.10)
                                                                  =========  =======  =======
Shares used in computing
 pro forma basic and
 diluted net loss per
 share (unaudited)......                                             58,084   55,687   66,244
                                                                  =========  =======  =======
</TABLE>

<TABLE>
<CAPTION>
                                        January 31,                    July 31,
                         -------------------------------------------  -----------
                            1995      1996    1997    1998    1999       1999
                         ----------- ------  ------  ------- -------  -----------
                         (unaudited)        (in thousands)            (unaudited)
<S>                      <C>         <C>     <C>     <C>     <C>      <C>
Consolidated Balance
 Sheet Data:
Cash and cash
 equivalents ...........    $  16    $  328  $1,540  $14,646 $11,809    $71,044
Short-term investments
 and restricted short-
 term investments.......      --        --      --       --      --      38,359
Working capital
 (deficit)..............     (373)   (1,045)   (651)   6,581  (9,150)    84,847
Restricted long-term
 investments............      --        --      --       --      --       2,259
Total assets............      549       881   3,527   23,125  32,344    139,898
Long-term obligations,
 net of current
 portion................      170        98     447    1,500   2,022      2,119
Stockholders' equity
 (net capital
 deficiency)............      (26)     (652)    111    7,763  (6,551)    95,502
</TABLE>

                                       20
<PAGE>

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

  Except for historical information, the discussion in this prospectus contains
forward-looking statements that involve risks and uncertainties. These forward-
looking statements include, among others, those statements including the words
"expects", "anticipates", "intends", "believes" and similar language. Portal's
actual results could differ materially from those discussed in this prospectus.
Factors that could cause or contribute to these differences include, but are
not limited to, the risks discussed in the section entitled "Risk Factors" in
this prospectus.

                                    Overview

  Portal Software, Inc. develops, markets and supports real-time customer
management and billing software, known as CM&B software, for providers of
Internet-based services. Portal was incorporated in California in March 1994 as
Portal Information Network, Inc. In December 1995, Portal Communications
Company, a predecessor company that was founded in 1985, was merged with and
into Portal Information Network, Inc. Portal Communications Company operated a
proprietary, network-based on-line system, provided Internet access and hosted
private label on-line services from its inception until 1996 when these
services were discontinued and the individual customers were sold to Sprint
Corporation. In October 1997, Portal Information Network, Inc. changed its name
to Portal Software, Inc.

  In late 1993, Portal began focusing on developing and marketing real-time
CM&B software for the Internet. The first generally available version of the
product, named Infranet, was shipped in May 1996.

  Beginning with fiscal year 1997, substantially all of Portal's 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. Portal believes that future license revenues will be
generated from three sources:

  . license fees from new customers;

  . license fees for new products to existing customers; and

  . growth in the subscriber base of its existing customers, which will lead
    to increased revenue from subscriber-based licenses.

  Revenue from license fees is recognized when a formal agreement exists or
purchase order is received, 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. For electronic delivery,
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 that are not the
ultimate users, such as resellers, is not recognized until the product is
delivered to the end-user. When software services are considered essential,
license revenue under the arrangement is recognized using contract accounting.

  Services revenues are primarily comprised of revenues from systems
integration or other consulting activities, maintenance agreements and training
of customers and partners. Portal recognizes services revenues as these
services are performed. Maintenance agreements provide for technical support
and include the right to unspecified upgrades. Maintenance revenues are
deferred and recognized on a straight-line basis over the life of the related
agreement, which is typically one year. Customer advances and billed amounts
due from customers in excess of revenues recognized are recorded as deferred
revenue.

                                       21
<PAGE>

  Portal's 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 Portal is paid directly by a customer for a contract
originated by a systems integrator. Agreements with some of these partners
require Portal to make a payment equal to a percentage of the license and
maintenance revenues recognized. Portal has not incurred any shipping,
packaging or documentation costs, as its product has been 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, training and support to Portal's customers.

  Portal has a limited operating history as a software company. Portal incurred
a net loss of $2.3 million for fiscal year 1997, $7.6 million for fiscal year
1998, $17.4 million for fiscal year 1999, $6.7 million for the six months ended
July 31, 1998 and $6.3 million for the six months ended July 31, 1999. As of
July 31, 1999, Portal had an accumulated deficit of $34.2 million. Since 1994,
Portal has not achieved profitability on a quarterly or annual basis, and
Portal anticipates that it will incur net losses for at least the next several
quarters. Portal expects to increase its sales and marketing, product
development and administrative expenses for the foreseeable future. As a
result, Portal will need to generate significant revenues from licenses of
Infranet and related services to achieve and maintain profitability.

  Portal has generated a substantial portion of its historical Infranet
revenues from approximately 130 customers. Portal has established a series of
partnerships with systems integrators and hardware platform, software and
service providers. Portal has derived, and anticipates that it will continue to
derive, a substantial portion of its revenues from customers that have
significant relationships with its market and platform partners.

                             Results of Operations

  The following table sets forth the results of operations for Portal expressed
as a percentage of total revenues. The historical results are not necessarily
indicative of results to be expected for any future period.


<TABLE>
<CAPTION>
                                                              Six Months
                                           Year Ended            Ended
                                          January 31,          July 31,
                                         ------------------   --------------
                                         1997   1998   1999   1998     1999
                                         ----   ----   ----   -----    -----
<S>                                      <C>    <C>    <C>    <C>      <C>
Revenues:
  License fees..........................  78%    73%    51%      49%      60%
  Services..............................  22     27     49       51       40
                                         ---    ---    ---    -----    -----
    Total revenues...................... 100    100    100      100      100
                                         ---    ---    ---    -----    -----
Costs and expenses:
  Cost of license fees..................   1     10      2        2        1
  Cost of services......................  10     23     35       34       25
  Research and development..............  50     60     42       56       29
  Sales and marketing...................  47     58     53       62       45
  General and administrative............  36     28     23       24       15
  Amortization of deferred stock
   compensation.........................  --     --      8        4       14
                                         ---    ---    ---    -----    -----

    Total costs and expenses............ 144    179    163      182      129

Loss from operations.................... (44)   (79)   (63)     (82)     (29)
Interest income (expense) and other
 income, net............................  --     (2)     1        2       13
                                         ---    ---    ---    -----    -----
Loss before income taxes................ (44)   (81)   (62)     (80)     (16)
Provision for income taxes..............  --     --     (3)      --       (2)
                                         ---    ---    ---    -----    -----
Net loss................................ (44)%  (81)%  (65)%    (80)%    (18)%
                                         ===    ===    ===    =====    =====
</TABLE>

                                       22
<PAGE>

                    Six Months Ended July 31, 1998 and 1999

                                    Revenues

  Total revenues were $36.0 million in the six months ended July 31, 1999, an
increase of approximately $27.6 million or 331% over the comparable period in
1998. License fees revenues increased as a percentage of total revenues in the
six months ended July 31, 1999 compared to the six months ended July 31, 1998
primarily because license fees revenue growth exceeded services revenue growth.
This was due to increased license sales as a result of the maturization of the
Infranet product and the expansion of the sales and marketing operations. No
customer accounted for more than 10% of total revenue for the six months ended
July 31, 1999 or 1998.

  License fees totaled $21.7 million in the six months ended July 31, 1999, an
increase of approximately $17.7 million or 435% over the comparable period in
1998. The increase in license fees was primarily due to continued expansion in
marketing activities and growth in Portal's sales force as well as greater
demand for and the acceptance of Infranet.

  In order to meet the needs of its customers, Portal has received, and will
continue to receive, requests from customers to provide special features that
do not currently exist in its product but that Portal may agree to provide to
the customer in the future. It is Portal's expectation that certain customers
will continue to negotiate and require features that are not immediately
available. Implementations of special features may in the future result in the
deferral of revenues until the features are delivered. However, as Infranet
matures, Portal expects that fewer orders will require features not yet
available.

  Services revenues were $14.3 million in the six months ended July 31, 1999,
an increase of approximately $10.0 million or 232% over the comparable period
in 1998. The increase in services revenues resulted from the increase in
support and maintenance service fees related to Portal's growing customer base
and the renewal of maintenance contracts. In addition, increased demand for
Portal's consulting and training services to meet the increasingly complex
demands of Portal's customers and its expanding customer base contributed to
this increase.

  North American revenues, which are defined by Portal as revenues from the
United States and Canada, were $25.0 million in the
six months ended July 31, 1999, an increase of approximately $17.9 million or
252%, over the comparable period in 1998. The increase in North American
revenues was primarily due to expanded marketing activities in North America
and growth in sales force as well as greater acceptance of Infranet and growth
in Portal's sales forces in the North American market.

  International revenues for Europe and Intercontinental, which is defined by
Portal as Asia-Pacific, Japan and Latin America, totaled $11.0 million in the
six months ended July 31, 1999, an increase of approximately $9.8 million or
775% over the comparable period ended July 31, 1998. European revenues were
$8.6 million in the six months ended July 31, 1999, an increase of
approximately $7.7 million or 924% over the comparable period in 1998.
Intercontinental revenues were $2.5 million in the six months ended July 31,
1999, an increase of approximately $2.0 million or 482% over the comparable
period in 1998. The increase in international revenues was primarily due to
growth in Portal's direct sales force and increased marketing efforts worldwide
including the establishment of a sales presence in France, Germany, Spain and
Singapore during the period as well as the establishment of Portal's European
headquarters in the United Kingdom in April 1999.

  International revenues represented 31% of total revenues in the six months
ended July 31, 1999, compared with approximately 15% in the comparable period
in 1998. In the six months ended July 31, 1999, revenues from Europe were 24%
of total revenues and revenues from Intercontinental were 7% of total revenues.


                                       23
<PAGE>

<TABLE>
<CAPTION>
                                                         Six Months
                                                       Ended July 31,
                                                    -------------------- Percent
                                                      1998       1999    Change
                                                    --------- ---------- -------
                                                       (in thousands,
                                                    except percentages)
Geographical Revenues:
<S>                                                 <C>       <C>        <C>
North America...................................... $   7,095 $   24,964  252%
  Percentage of total revenues.....................       85%        69%
International
 Europe............................................       835      8,551  924%
  Percentage of total revenues.....................       10%        24%
 Intercontinental..................................       423      2,460  482%
  Percentage of total revenues.....................        5%         7%
                                                    --------- ----------  ----
Total international................................     1,258     11,011  775%
  Percentage of total revenues.....................       15%        31%
                                                    --------- ----------  ----
Total revenues..................................... $   8,353 $   35,975  331%
                                                    ========= ==========  ====
</TABLE>

                                    Expenses

Cost of License Fees

  Cost of license fees consists of resellers' commission payments to systems
integrators and third-party royalty obligations. Cost of license fees was $0.5
million in the six months ended July 31, 1999, an increase of approximately
$0.4 million or 247% from the comparable period in 1998. The increase in cost
of license fees is primarily due to increased license revenue and increased
resellers' commissions resulting from Portal expanding its base of systems
integrator partners. Gross margin for license fees was approximately 98% in the
six months ended July 31, 1999 compared to approximately 96% in the comparable
period in 1998. Portal did not incur any shipping, packaging or documentation
costs, as its product was delivered electronically over the Internet.

Cost of Services

  Cost of services primarily consists of maintenance, consulting and training
expenses. Cost of services was $9.0 million in the six months ended July 31,
1999, an increase of approximately $6.1 million or 213% over the comparable
period ended July 31, 1998. The increase in cost of services is primarily due
to an increase in the number of consulting and support personnel necessary to
support both the expansion of Portal's installed base of customers and new
installations. Gross margin for services was approximately 37% in the six
months ended July 31, 1999 compared to approximately 33% in the comparable
period ended July 31, 1998. The increase in gross margin was primarily due to a
decrease in the use of higher cost third-party personnel as a result of the
hiring of additional consulting employees for the six months ended July 31,
1999. Portal expects cost of services to increase substantially in the next few
quarters as a result of the hiring of additional personnel to meet the
increased demand for services.

Research and Development Expenses

  Research and development expenses consist primarily of personnel and related
costs for Portal's development efforts. Research and development expenses were
$10.5 million in the six months ended July 31, 1999, an increase of
approximately $5.8 million or 124% over the comparable period in 1998. The
increase 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 Portal's quality assurance and product publications
operations. Portal currently believes its investment in research and
development will increase substantially during the remainder of fiscal year
2000. Portal has not capitalized any software development costs to date.

Sales and Marketing Expenses

  Sales and marketing expenses consist of personnel and related costs for
Portal's direct sales force, marketing staff and marketing

                                       24
<PAGE>

programs, including trade shows, advertising and costs associated with Portal's
recruitment of new and maintenance of existing strategic partnerships. Sales
and marketing expenses were $16.2 million in the six months ended July 31,
1999, an increase of approximately $11.0 million or 214% over the comparable
period ended July 31, 1998. The increase was due to a number of factors
including an increase in the number of sales and marketing personnel, the
opening of new sales offices in the United States, Europe and Hong Kong, the
establishment of a European headquarters in the United Kingdom, the costs of
establishing sales capabilities in China and expenses incurred in connection
with trade shows and additional marketing programs. Portal expects that sales
and marketing expenses will increase substantially over the next 12 months as
Portal hires additional sales and marketing personnel, increases spending on
advertising and marketing programs and establishes sales offices in additional
North American and international locations.

General and Administrative Expenses

  General and administrative expenses consist primarily of personnel and
related costs for general corporate functions, including finance, accounting,
legal and human resources as well as facilities and information system expenses
not allocated to other departments. General and administrative expenses were
$5.2 million in the six months ended July 31, 1999, an increase of
approximately $3.2 million or 159% over the comparable period in 1998. The
increase was primarily due to an increase in the number of general and
administrative personnel and an increase in legal and accounting costs incurred
in connection with business activities. Portal expects that general and
administrative expenses will increase substantially over the current fiscal
year as Portal hires additional general and administrative personnel and
continues to incur legal and accounting costs in connection with business
activities.

Amortization of Deferred Stock Compensation

  Portal recorded deferred stock compensation of approximately $16.8 million in
fiscal year 1999, representing the difference between the exercise prices of
options granted to acquire certain shares of common stock during fiscal year
1999 and the deemed fair value for financial reporting purposes of Portal's
common stock on their respective grant dates. Portal amortized deferred
compensation expense of approximately $5.0 million during the six months ended
July 31, 1999 as compared to $0.3 million incurred during the comparable period
in 1998. This compensation expense relates to options awarded to individuals in
all operating expense categories. Total deferred compensation at July 31, 1999
of approximately $9.4 million is being amortized over the vesting periods of
the options using a graded vesting method. The amortization of deferred
compensation currently recorded is estimated to be $8.2 million for the
entirety of fiscal year 2000, $3.7 million in fiscal year 2001, $1.9 million in
fiscal year 2002 and $0.6 million in fiscal year 2003.

Interest Income (Expense) and Other Income, Net

  Interest income (expense) and other income, net, includes interest and
dividend income from cash, cash equivalents short and long-term investments
offset by interest on capital leases. Interest income (expense) and other
income, net, was $4.8 million in the six months ended July 31, 1999, an
increase of approximately $4.7 million over the comparable period in 1998. The
increase was primarily due to the one-time, noncash gain of $3.8 million upon
remeasurement of the put option granted to Andersen Consulting which was
settled upon completion of our initial public offering in May 1999, and
interest income from the investment of funds received upon completion of our
initial public offering.


                                       25
<PAGE>

Provision for Income Taxes

  The $0.8 million income tax provision shown for the six months ended July 31,
1999, compared with no significant provision for income taxes for the
comparable period in 1998, is the result of foreign withholding taxes on
revenue and taxes on earnings generated from operations in certain foreign
jurisdictions. This increase in the provision for income taxes was primarily
due to an increase in the six months ended July 31, 1999 in foreign license
revenue and foreign corporate income taxes over the comparable period in 1998.
Under Statement of Financial Accounting Standards No. 109 (FAS 109), deferred
tax assets and liabilities are determined based on differences between
financial reporting and tax bases of assets and liabilities and are measured
using the enacted tax rates and laws that will be in effect when the
differences are expected to reverse. FAS 109 provides for the recognition of
deferred tax assets if realization of such assets are more likely than not.
Based on the weight of available evidence, the Company has provided a valuation
allowance against certain deferred tax assets. The Company will continue to
evaluate the realizability of the deferred tax assets on a quarterly basis.

                     Years Ended January 31, 1998 and 1999

                                    Revenues

  Total revenues were $26.7 million in fiscal year 1999, an increase of $17.3
million or 183% over fiscal year 1998. In fiscal year 1999, no customer
accounted for 10% or more of total revenues, while one customer, CompuServe, in
fiscal year 1998 accounted for 47% of total revenues. In fiscal year 1999,
Portal's top ten customers accounted for approximately 37% of total revenues,
while in fiscal year 1998, the top ten customers accounted for 83% of total
revenues.

  License fees declined as a percentage of total revenues in fiscal year 1999
compared to fiscal year 1998 primarily due to Portal signing several contracts
in fiscal year 1999 that could not be recognized under Portal's revenue
recognition policy. The license fees on these contracts were deferred because
features promised to the customer were not yet available as the functionality
required by such customers was in the process of being developed, or the
license fees were bundled with services considered essential to the
functionality of the software being delivered. The percentage decline was also
due to increased demand for Portal's services.

  License fees totaled $13.5 million in fiscal year 1999, an increase of $6.6
million or 96% over fiscal year 1998. The increase in license fees was
primarily due to expanded marketing activities, growth in Portal's sales force
and greater demand for and the acceptance of Infranet.


<TABLE>
<CAPTION>
                                                  Year Ended January 31,
                                                  ---------------------- Percent
                                                     1998       1999     Change
                                                  ---------------------- -------
                                                      (in thousands,
Geographical Revenues:                             except percentages)
<S>                                               <C>        <C>         <C>
North America.................................... $    7,955 $    19,531  146%
  Percentage of total revenues...................        85%         73%
International
 Europe..........................................      1,072       4,406  311%
  Percentage of total revenues...................        11%         17%
 Intercontinental................................        389       2,732  602%
  Percentage of total revenues...................         4%         10%
                                                  ---------- -----------  ----
Total international..............................      1,461       7,138  389%
  Percentage of total revenues...................        15%         27%
                                                  ---------- -----------  ----
Total revenues................................... $    9,416 $    26,669  183%
                                                  ========== ===========  ====
</TABLE>

                                       26
<PAGE>

  Services revenues were $13.1 million in fiscal year 1999, an increase of
$10.6 million or 420% over fiscal year 1998. The increase in services revenues
resulted, in part, from the increase in support and maintenance service fees
related to Portal's growing installed base, both in terms of directly supported
sites as well as additional users, and the renewal of maintenance contracts.
The increase also resulted from the timing of services revenue recognition,
which typically begins prior to the recognition of license fees, particularly
in the case of large customers that require integration with legacy systems. In
addition, the increase in services revenues resulted from increased demand for
Portal's consulting, maintenance and training services to meet the increasingly
complex demands of Portal's customers.

  North American revenues, which are defined by Portal as revenues from the
United States and Canada, were $19.5 million in fiscal year 1999, an increase
of $11.6 million or 146%, over fiscal year 1998. The increase in North American
revenues was primarily due to expanded marketing activities, greater acceptance
of Infranet and growth in Portal's sales force in the North American market.

  International revenues for Europe and Intercontinental, which is defined by
Portal as Asia-Pacific, Japan and Latin America, totaled $7.1 million in fiscal
year 1999, an increase of $5.7 million or 389% over fiscal year 1998. European
revenues were $4.4 million in fiscal year 1999, an increase of $3.3 million or
311% over fiscal year 1998. Intercontinental revenues were $2.7 million in
fiscal year 1999, an increase of $2.3 million or 602% over fiscal year 1998.
The increase in international revenues was primarily due to growth in Portal's
direct sales force and increased marketing efforts worldwide and the opening of
an international sales office in Hong Kong.

  International revenues represented 27% of total revenues in fiscal year 1999,
compared with 15% in fiscal year 1998. In fiscal year 1999, revenues from
Europe were 17% of total revenues and revenues from Intercontinental were 10%
of total revenues.

                                    Expenses

Cost of License Fees

  Cost of license fees consists of resellers' commission payments to systems
integrators and third-party royalty obligations. Cost of license fees was $0.5
million in fiscal year 1999, a decrease of $0.5 million or 53% from fiscal year
1998. Gross margin for license fees was approximately 97% in fiscal year 1999
compared to approximately 86% in fiscal year 1998. The increase in gross margin
and the decrease in cost of license fees were primarily due to a substantial
reseller commission paid to a systems integrator in fiscal year 1998. Portal
did not incur any shipping, packaging or documentation costs, as its product
was delivered electronically over the Internet.

Cost of Services

  Cost of services primarily consists of maintenance, consulting, and training
expenses. Cost of services was $9.4 million in fiscal year 1999, an increase of
$7.3 million or 338% over fiscal year 1998. The increase was primarily due to
an increase in the number of consulting and support personnel necessary to
support both the expansion of Portal's installed base of customers and new
installations. Gross margin for services was approximately 28% in fiscal year
1999 compared to approximately 15% in fiscal year 1998. The increase in gross
margin for services was due primarily to increased availability and utilization
of service personnel.

Research and Development Expenses

  Research and development expenses consist primarily of personnel and related
costs for Portal's development efforts. Research and development expenses were
$11.3 million in fiscal year 1999, an increase of $5.6 million or 100% over
fiscal year 1998. The increase 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 Portal's quality assurance and
product publications operations.

                                       27
<PAGE>

Sales and Marketing Expenses

  Sales and marketing expenses consist of personnel and related costs for
Portal's direct sales force, marketing staff and marketing programs, including
trade shows, advertising and costs associated with Portal's recruitment of new
and maintenance of existing strategic partnerships. Sales and marketing
expenses were $14.1 million in fiscal year 1999, an increase of $8.7 million or
160% over fiscal year 1998. The increase was primarily due to an increase in
the number of sales and marketing personnel, the opening of new sales offices
in the United States and Hong Kong, the costs of establishing sales
capabilities in China and expenses incurred in connection with trade shows and
additional marketing programs.

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 and facilities and information system expenses not
allocated to other departments. General and administrative expenses were
$6.3 million in fiscal year 1999, an increase of $3.6 million or 139% over
fiscal year 1998. The increase was primarily due to an increase in the number
of general and administrative personnel and to increased legal and accounting
costs incurred in connection with business activities.

Amortization of Deferred Stock Compensation

  Portal recorded deferred stock compensation of approximately $16.8 million in
fiscal year 1999, representing the difference between the exercise prices of
options granted to acquire certain shares of common stock during fiscal year
1999 and the deemed fair value for financial reporting purposes of Portal's
common stock on their respective grant dates. Portal amortized deferred
compensation expense of $2.3 million during fiscal year 1999. This compensation
expense relates to options awarded to individuals in all operating expense
categories. Total deferred compensation at January 31, 1999 of approximately
$14.5 million is being amortized over the vesting periods of the options on a
graded vesting method.

Provision for Income Taxes

  The $0.7 million income tax provision shown for the year ended January 31,
1999 is the result of alternative minimum taxes, foreign withholding taxes on
revenue, and tax on earnings generated from operations in certain foreign
jurisdictions.

                     Years Ended January 31, 1997 and 1998

                                    Revenues

  Total revenues were $9.4 million in fiscal year 1998, an increase of $4.4
million or 87% over fiscal year 1997. In fiscal year 1998, one customer,
CompuServe, accounted for approximately 47% of total revenues, while another
customer, Sprint, accounted for 36% of total revenues in fiscal year 1997. In
fiscal year 1998, Portal's top ten customers accounted for approximately 83% of
total revenues, while in fiscal year 1997, the top ten customers accounted for
78% of total revenues.

  License fees were $6.9 million in fiscal year 1998, an increase of $2.9
million or 75% over fiscal year 1997. The increase in license fees was
primarily due to expanded sales and marketing activities and greater acceptance
of Infranet.

  Services revenues were $2.5 million in fiscal year 1998, an increase of $1.4
million or 129% over fiscal year 1997. The increase in services revenues
resulted, in part, from the increase in support and maintenance service fees
related to Portal's growing installed base, both in terms of directly supported
sites as well as additional users, and the renewal of maintenance contracts.
The increase also resulted from the timing of services revenue recognition,
which typically begins prior to the recognition of license fees, particularly
in the case of large customers that require integration with legacy systems. In
addition, the increase in services revenues resulted from increased demand for
Portal's consulting, maintenance and training services to meet the increasingly
complex demands of Portal's customers.

                                       28
<PAGE>

<TABLE>
<CAPTION>
                                                 Year Ended January 31,
                                                 ----------------------- Percent
                                                    1997        1998     Change
                                                 ----------- ----------- -------
                                                     (in thousands,
                                                   except percentages)
<S>                                              <C>         <C>         <C>
Geographical Revenues:
North America................................... $     4,370 $     7,955   82%
  Percentage of total revenues..................         87%         85%
International
 Europe.........................................         400       1,072  168%
  Percentage of total revenues..................          8%         11%
 Intercontinental...............................         275         389   41%
  Percentage of total revenues..................          5%          4%
                                                 ----------- -----------  ----
Total international.............................         675       1,461  116%
  Percentage of total revenues..................         13%         15%
                                                 ----------- -----------  ----
Total revenues.................................. $     5,045 $     9,416   87%
                                                 =========== ===========  ====
</TABLE>
  North American revenues were $8.0 million in fiscal year 1998, an increase of
$3.6 million or 82% over fiscal year 1997. The increase in North American
revenues was primarily due to expanded marketing activities, greater acceptance
of Infranet and growth in Portal's sales force.

  International revenues for Europe and Intercontinental totaled $1.5 million
in fiscal year 1998, an increase of $0.8 million or 116% over fiscal year 1997.
European revenues were $1.1 million in fiscal year 1998, an increase of $0.7
million or 168% over fiscal year 1997, due to the recognition of revenues from
seven additional European customers in fiscal year 1998. Intercontinental
revenue increased 41% over fiscal year 1997. The increase in international
revenues was primarily due to the growth in Portal's direct sales force and
increased marketing efforts worldwide, particularly in Europe.

  International revenues represented 15% of total revenue in fiscal year 1998,
compared with 13% in fiscal year 1997.

                                    Expenses

Cost of License Fees

  Cost of license fees consists of resellers' commission payments to systems
integrators and third-party royalty obligations. Cost of license fees was $1.0
million in fiscal year 1998, an increase of $0.9 million over fiscal year 1997.
Gross margin for license fees was approximately 86% in fiscal year 1998
compared to approximately 98% in fiscal year 1997. The decrease in gross margin
for license fees and the increase in cost of license fees was primarily due to
a reseller commission paid to a systems integrator in fiscal year 1998. Portal
did not incur any shipping, packaging or documentation costs, as its product
was delivered electronically over the Internet.

Cost of Services

  Cost of services primarily consists of maintenance, consulting and training
expenses. Cost of services was $2.2 million in fiscal year 1998, an increase of
$1.6 million or 315% over fiscal year 1997. The increase was primarily due to
an increase in the number of consulting and support personnel necessary to
support expansion of Portal's installed base of customers and new
installations. Gross margin for services was approximately 15% in fiscal year
1998, compared to approximately 53% in fiscal year 1997. The decrease in gross
margin for services was due primarily to the shift of service personnel from
higher margin ISP- related services to lower margin product consulting
services.

Research and Development Expenses

  Research and development expenses consist primarily of personnel and related
costs for Portal's development efforts. Research and development expenses were
$5.6 million in fiscal year 1998, an increase of $3.1 million or 123% over
fiscal year 1997. The increase was primarily due to an increase in the number
of

                                       29
<PAGE>

research and development personnel necessary to support expanded functionality
of Infranet and increases in Portal's quality assurance and product
publications operations.

Sales and Marketing Expenses

  Sales and marketing expenses consist of personnel and related costs for
Portal's direct sales force, marketing staff and marketing programs, including
trade shows, advertising and costs associated with Portal's recruitment of new
and maintenance of existing strategic partnerships. Sales and marketing
expenses were $5.4 million in fiscal year 1998, an increase of $3.1 million or
129% over fiscal year 1997. The increase was primarily due to an increase in
the number of sales and marketing personnel, the opening of new sales offices
in the United States, Australia and the United Kingdom and expenses incurred in
connection with trade shows and additional marketing programs.

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 and facilities and information system expenses not
allocated to other departments. General and administrative expenses were
$2.6 million in fiscal year 1998, representing an increase of $0.8 million or
44% over fiscal year 1997. The increase was primarily due to an increase in the
number of general and administrative personnel and to increased legal and
accounting costs incurred in connection with business activities.


                                       30
<PAGE>

                        Quarterly Results of Operations

  The following table presents Portal's operating results for each of the six
quarters in the period ended July 31, 1999. The information for each of these
quarters is unaudited and has been prepared on the same basis as the audited
consolidated financial statements appearing elsewhere in this prospectus. 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 prospectus.

<TABLE>
<CAPTION>
                                                   Quarter Ended
                              ---------------------------------------------------------------
                              April 30,  July 31,   Oct. 31,   Jan. 31,   April 30,  July 31,
                                1998       1998       1998       1999       1999       1999
                              ---------  --------   --------   --------   ---------  --------
                                   (in thousands, except percentages; unaudited)
<S>                           <C>        <C>        <C>        <C>        <C>        <C>
Consolidated Statement of
 Operations Data:
Revenues:
 License fees................  $ 2,185   $ 1,876    $ 3,817    $ 5,658     $ 9,064   $12,651
 Services....................    1,881     2,411      3,414      5,427       6,101     8,159
                               -------   -------    -------    -------     -------   -------
   Total revenues............    4,066     4,287      7,231     11,085      15,165    20,810
                               -------   -------    -------    -------     -------   -------
Costs and expenses:
 Cost of license fees........       60        86        143        169         185       321
 Cost of services............    1,201     1,673      2,232      4,319       4,195     4,795
 Research and development....    2,207     2,460      3,148      3,437       4,285     6,171
 Sales and marketing.........    2,000     3,141      4,016      4,955       7,329     8,828
 General and
  administrative.............      714     1,273      1,439      2,827       2,235     2,919
 Amortization of deferred
  stock compensation.........       96       234        537      1,430       2,026     2,985
                               -------   -------    -------    -------     -------   -------
   Total costs and expenses..    6,278     8,867     11,515     17,137      20,255    26,019
                               -------   -------    -------    -------     -------   -------
Loss from operations.........  $(2,212)  $(4,580)   $(4,284)   $(6,052)    $(5,090)  $(5,209)
                               =======   =======    =======    =======     =======   =======

As a Percentage of Total
 Revenues:
Revenues:
 License fees................       54%       44%        53%        51%         60%       61%
 Services....................       46        56         47         49          40        39
                               -------   -------    -------    -------     -------   -------
   Total revenues............      100       100        100        100         100       100
                               -------   -------    -------    -------     -------   -------
Costs and expenses:
 Cost of license fees........        1         2          2          2           1         2
 Cost of services............       30        39         31         39          28        23
 Research and development....       54        57         43         31          28        30
 Sales and marketing.........       49        73         56         45          49        42
 General and
  administrative.............       18        30         20         25          15        14
 Amortization of deferred
  stock compensation.........        2         6          7         13          13        14
                               -------   -------    -------    -------     -------   -------
   Total costs and expenses..      154       207        159        155         134       125
                               -------   -------    -------    -------     -------   -------
Loss from operations.........      (54)%    (107)%      (59)%      (55)%       (34)%     (25)%
                               =======   =======    =======    =======     =======   =======
</TABLE>

  Cost of services increased by $2.1 million or 94% from the third to the
fourth quarter of fiscal year 1999, as Portal continued to increase headcount
necessary to provide consulting and implementation services to its customers.
Sales and marketing expenses increased by $1.1 million or 57% from the first to
the second quarter of fiscal year 1999 primarily due to growth in sales
headcount in the United States, the United Kingdom and Hong Kong in the second
quarter.

                                       31
<PAGE>

  Sales and marketing expenses increased by $2.4 million or 48% from the fourth
quarter of fiscal 1999 to the first quarter of fiscal year 2000 and $1.5
million or 21% from the first to the second quarter of fiscal year 2000 due to
growth in headcount, the opening of additional sales offices in the United
States, Europe and Singapore and the establishment of Portal's European
headquarters in the United Kingdom.

  Portal's operating results may fluctuate substantially in the future both in
absolute dollars and as a percentage of total revenues as a result of a variety
of factors, many of which are outside Portal's control, including those
discussed elsewhere in this prospectus. See "Risk Factors--Our quarterly
operating results may fluctuate in future periods and we may fail to meet
expectations".

                        Liquidity and Capital Resources

  Cash, cash equivalents and short-term investments totaled $109.4 million at
July 31, 1999, compared to a balance of $11.8 million at January 31, 1999.

  Portal generated $5.1 million in cash from operations in the six months ended
July 31, 1999, an increase of $10.2 million over the $5.1 million used in the
comparable period ended July 31, 1998. Amortization of deferred stock
compensation, which is included in the net loss line in the cashflow statement,
but does not require the use of cash, amounted to $5.0 million for the six
months ended July 31, 1999 compared to $0.3 million for the six months ended
July 31, 1998. Net cash from operations in the six months period was primarily
comprised of a $6.3 million loss and a $1.9 million increase in other current
assets, offset by a $4.0 million increase in deferred revenue, a $1.8 million
decrease in accounts receivable and a combined increase in accounts payable and
accrued compensation of $5.7 million.

  Portal has continued to make significant investments in equipment. During the
six months ended July 31, 1999, Portal purchased computer servers,
workstations, networking equipment and other capital equipment amounting to
approximately $3.4 million, primarily to further expand its product capability,
increase internal network communication, product demonstration and service
capability. Of this amount, $0.3 million was funded from Portal's equipment
lease line facility.

  Portal has raised equity capital from outside investors to fund its
operations. In fiscal year 1997, Portal raised approximately $2.4 million from
the sale of preferred stock. In fiscal year 1998, Portal raised approximately
$15.0 million from the sale of preferred stock. In fiscal year 1998 and fiscal
year 1999, Portal also raised an additional $0.1 million and $0.4 million,
respectively, from sales of common stock, primarily upon exercise of stock
options by employees and in fiscal year 1999 $0.4 million from the exercise of
warrants for preferred stock issued in connection with its capital lease line
facility and its term loan. In the six months ended July 31, 1999, Portal
completed an initial public offering which raised approximately $102.4 million,
including sales of stock to Cisco Systems, Inc. and Andersen Consulting. During
the same period, Portal raised an additional $0.5 million from sales of common
stock upon the exercise of stock options by employees and warrants by third
parties.

  Historically, Portal has used debt and leases to partially finance its
operations and capital purchases. Portal has a $3.0 million capital lease line
facility with an equipment lessor, which it established in fiscal year 1998.
The lease line has a term of 48 months and bears interest at a rate of 8.5% per
annum. Separately, during the six months ended July 31, 1999, Portal repaid an
outstanding $3.0 million term loan with a finance company. The term loan was
collateralized by substantially all of Portal's assets, with the exception of
new equipment purchased using funds provided by the capital lease line
facility. On April 15, 1999, Portal entered into a line of credit with a bank
under which Portal may borrow up to $5.0 million. Amounts borrowed under this
line of credit bear interest at a rate of the bank's prime rate plus 0.5% and
mature on April 13, 2000. Portal had borrowed $1.0 million under the line of
credit, which it used to repay the remaining $1.0 million installment of the

                                       32
<PAGE>

term loan which matured in April 1999. The outstanding balance on the line of
credit was repaid in May 1999 from the proceeds of Portal's initial public
offering. Portal also converted a customer deposit for prepaid services into a
$1.1 million short-term liability in fiscal year 1999. This liability bore
interest at a rate of 10% per annum and was repaid in July 1999.

  The capital lease line facility comprised the entire amount of the debt
obligations on Portal's balance sheet as of July 31, 1999. The capital lease
line facility includes certain covenants requiring minimum liquidity, tangible
net worth and profitability over time and becomes due immediately if Portal
fails to meet these covenants. Portal is currently, and has always been, in
compliance with these covenants.

  On April 12, 1999, Portal agreed to enter into a strategic alliance with
Andersen Consulting under which Andersen Consulting will provide services to
Portal. The parties will expand their existing marketing alliance and will work
closely together to expand their customer service and marketing relationship.
Under this agreement, Portal will pay Andersen Consulting for its services a
minimum services fee in cash of $2.8 million and a cash settled put for 200,000
of the shares which were purchased by Andersen Consulting in a private
placement concurrent with Portal's initial public offering. This put guaranteed
a closing value of $6.0 million at the end of the first day of trading. Because
the closing value exceeded $6.0 million, Portal was not required to make any
payment with respect to this put.

  In the normal course of business, Portal enters into leases for new or
expanded facilities in both domestic and international locations. In June 1999,
Portal entered into a lease for its worldwide headquarters which will expire in
December 2010. In connection with the lease, Portal will make payments of $0.6
million, $4.5 million, $4.6 million, $4.8 million and $4.9 million in the years
ending January 31, 2000, 2001, 2002, 2003 and 2004, respectively, and a total
of $37.7 million thereafter until expiration of the lease. In connection with
this lease, Portal issued a letter of credit for $2.3 million as a deposit for
the facilities. See Note 5 of the financial statement notes for more
information on lease commitments.

  Portal's capital requirements depend on numerous factors, including market
acceptance of Portal's products, the resources Portal devotes to developing,
marketing, selling and supporting its products, the timing and extent of
establishing international operations, and other factors. Portal expects to
devote substantial capital resources to hire and expand its sales, support,
marketing and product development organizations, to expand marketing programs,
to establish additional facilities worldwide and for other general corporate
activities. Although Portal believes that its current cash balances and the net
proceeds from this offering will be sufficient to fund its operations for at
least the next 12 months, Portal may require additional financing within this
time frame. Additional funding, if needed, may not be available on terms
acceptable to Portal, or at all.

                              Year 2000 Compliance

  Many currently installed computer systems and software products are coded to
accept only two digit entries in the date code field. As a result, software
that records only the last two digits of the calendar year may not be able to
distinguish whether "00" means 1900 or 2000. This may result in software
failures or the creation of erroneous results.

  Portal has conducted a limited review of the current version of Infranet and
the two immediately preceding releases. This review included a search of the
software code, and Portal believes that it has identified all instances where
date specific information is required. Based on this limited review, Portal
believes these Infranet releases, when configured, maintained (including the
installation of all maintenance releases and bug fixes) and used in accordance
with its documentation, correctly recognize and properly process Year 2000 date
code and function properly. Portal has no plans to conduct further reviews of
other releases of Infranet and products that are scheduled for obsolescence
prior to the end of the calendar year 1999.

  Portal's software runs on several hardware platforms and operating systems,
including

                                       33
<PAGE>

those provided by Compaq Computer Corporation, Hewlett-Packard Company,
Microsoft Corporation and Sun Microsystems, Inc. In addition, Portal's software
interfaces with third-party systems, such as credit card processing services
and customer-specific modifications that Portal service providers, third-party
integrators and customers have created to be used with Infranet. Portal's
software is, therefore, dependent upon the correct processing of dates by these
systems, interfaces and modifications.

  Portal plans to contact all partners for which Portal provides integration as
part of Infranet's standard product configuration. In contacting these
partners, Portal has attempted to ascertain what release or releases of their
products are Year 2000 compliant. To date, Portal has received assurances from
most of its material partners and will continue obtaining such information from
all remaining partners. Portal may be unable to obtain compliance information
from all of these partners. Moreover, Portal's partners may detect errors in
their products after previously indicating that their products are Year 2000
compliant. Such revelations by Portal's partners have occurred in the past and
may occur in the future; and these revelations have caused and could cause
Portal to make changes in its products in response. In a newly created test
environment, Portal will review Infranet and interfaces to partner products.
Portal may not identify all Year 2000 failures in partner products because not
all failures are within the scope of these tests. Testing of these interfaces
is currently underway, and Portal expects to complete these tests by September
1999.

  Some of our customers elect to integrate Infranet with interfaces not
ordinarily supported by Portal. This integration, whether performed by Portal,
the customer or a third-party systems integrator, is not within the scope of
Portal's in-house testing efforts. Portal has advised all customers that they
must independently test these integrations for Year 2000 compliance.

  Portal uses multiple software systems for its internal business purposes,
including accounting, human resources, e-mail, engineering development and
testing tools, customer service and support, professional services and sales
tracking applications. Portal has adopted a formal plan for determining the
Year 2000 compliance of its major internal systems. Portal plans to obtain
verification of Year 2000 compliance for its major internal hardware equipment
and software systems by October 1999.

  Portal is in the process of assessing its Year 2000 readiness. To date, the
costs for conducting its assessment have not been material. Portal currently
estimates that the costs of ensuring that its products and internal systems are
Year 2000 compliant will be approximately $500,000 to $750,000. Portal is
unable to predict to what extent its business may be affected if its software
or the systems that operate in conjunction with its software or its internal
systems experience a material Year 2000 failure. Known or unknown errors or
defects that affect the operation of Portal's software could result in delay or
loss of revenue, interruption of customer management and billing services,
cancellation of customer contracts, diversion of development resources, damage
to Portal's reputation, increased service and warranty costs and litigation
costs, any of which could adversely affect Portal's business, financial
condition and results of operations. Year 2000 compliance is complex and is
subject to various uncertainties, including those described in this section and
under "Risk Factors."

  Portal does not have a contingency plan to remediate any Year 2000 problems
that may arise and affect its products or internal systems in the future. If
such problems arise, Portal will need to make the necessary expenditures to
assess and remedy such problems. The nature, timing and extent of such
expenditures cannot be estimated. Such expenditures, if required, may have a
material adverse effect on its business, financial condition and results of
operations.

  Portal believes that the following consequences are possible in a "worst
case" Year 2000 scenario:

  . a significant number of operational inconveniences and inefficiencies for
    Portal and its customers that will divert management's time and
    attention; and
                                       34
<PAGE>

  . costly business disputes, litigation and claims for pricing adjustments,
    product returns and warranty obligations.

                        Recent Accounting Pronouncements

  In March 1998, the American Institute of Certified Public Accountants or
AICPA issued Statement of Position No. 98-1, Accounting for the Costs of
Computer Software Developed or
Obtained for Internal Use. SOP No. 98-1 requires entities to capitalize certain
costs related to internal-use software once certain criteria have been met.
Portal expects that the adoption of SOP No. 98-1 will not have a material
impact on its financial position or results of operations. Portal adopted on
February 1, 1999 with no material impact on its financial position or results
of operations.

  In April 1998, the AICPA issued SOP No. 98-5, Reporting on the Costs of
Start-Up Activities. SOP No. 98-5 requires that all start-up costs related to
new operations must be expensed as incurred. In addition, all start-up costs
that were capitalized in the past must be written off when SOP No. 98-5 is
adopted. Portal expects that the adoption of SOP No. 98-5 will not have a
material impact on its financial position or results of operations. Portal
adopted SOP No. 98-5 on February 1, 1999 with no material impact on its
financial position or results of operations.

  In June 1998, the Financial Accounting Standards Board issued FAS No. 133,
Accounting for Derivative Instruments and Hedging Activities. FAS No. 133
establishes methods for derivative financial instruments and hedging activities
related to those instruments, as well as other hedging activities. Because
Portal does not currently hold any derivative instruments and does not engage
in hedging activities, Portal expects that the adoption of FAS No. 133 will not
have a material impact on its financial position or results of operations.
Portal will be required to implement FAS No. 133 for fiscal year 2002.

  In December 1998, the AICPA issued SOP 98-9, Modification of SOP 97-2,
Software Revenue Recognition, with Respect to Certain Transactions. SOP 98-9
amends SOP 98-4 to extend the deferral of the application of certain passages
of SOP 97-2 provided by SOP 98-4 through fiscal years beginning on or before
March 15, 1999. All other provisions of SOP 98-9 are effective for transactions
entered into in fiscal years beginning after March 15, 1999. Portal does not
expect the final adoption of SOP 98-9 to have a material impact on its future
revenues and results of operations.

           Qualitative and Quantitative Disclosures about Market Risk

Short-term investment portfolio

  We do not hold derivative financial instruments in our short-term investment
portfolio. Our short-term investments consist of instruments that meet high
quality standards consistent with our investment policy. 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.

Impact of foreign currency rate changes

  During fiscal year 1999, most local currencies of our international
subsidiaries weakened against the U.S. dollar. As of July 31, 1999, the
currency of our Asian subsidiary has strengthened and the currency of our other
subsidiaries have remained essentially stable since the end of our 1999 fiscal
year. 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 historically our exposure to
currency exchange fluctuation risk has been minimal primarily due to the fact
that all activities are denominated in U.S. dollars. For the six months ended
July 31, 1999, there was an immaterial currency exchange impact from our
intercompany transactions. As of July 31, 1999, we did not engage in foreign
currency hedging activities.

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                                    BUSINESS


                                     Portal

  Portal develops, markets and supports real-time, scalable customer management
and billing software, or CM&B software, for providers of Internet-based
services. Portal's Infranet software is a comprehensive solution that meets the
complex, mission-critical provisioning, accounting, reporting and marketing
needs of providers of Internet-based services. Portal's Real Time No Limits
Infranet solution 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.
Portal has built Infranet using an open architecture with fully documented
APIs, which facilitate customization, integration with existing software
applications and creation of new services by its customers, partners and third
parties.

  Founded in 1985 as an on-line service and one of the first ISPs, Portal began
focusing in late 1993 on developing and marketing real-time CM&B software for
the Internet. This heritage has given Portal a unique perspective into the
needs of providers of Internet-based services. As Portal developed CM&B
software for its own use, its managers realized that a real-time, scalable CM&B
software solution offered significant potential advantages, relative to
existing solutions, in the areas of revenue enhancement, cost reduction and
customer service and satisfaction. Recognizing that all providers of Internet-
based services shared a set of common customer management and billing needs and
system requirements, Portal evolved its focus toward selling software
exclusively. Portal shipped the first generally available version of its
flagship product, Infranet, in May 1996. Portal's approximately 130 Infranet
customers include ISPs such as Concentric Network and UUNET Technologies; on-
line enterprises, such as Juno Online Services and Palm.net; and on-line
divisions of telecommunications carriers, such as BellSouth and U S West.

                              Industry Background

The Telecommunications Industry

  Today's worldwide telecommunications industry, having undergone a radical
transformation that began with the deregulation wave of the early 1980's, is
becoming increasingly complex, decentralized and competitive. The
telecommunications industry is being driven by a number of powerful global
trends such as the proliferation of service providers, an increase in the
number of services and marketing plans offered and an increased focus on
customer support.

  New entrants, such as Level 3 Communications, Inc. and Qwest Communications
International Inc. now compete domestically with traditional providers such as
AT&T Corp., MCI Worldcom, Inc., Sprint, the Regional Bell Operating Companies,
or RBOCs, and internationally with government-owned telecommunications
carriers. Competition has increased through the introduction of wireless
technologies, digital subscriber lines and cable technologies that have
lessened the dependence on monopoly-owned, "last mile" wired infrastructure. In
addition, the combination of these new technologies and competitive forces have
combined to produce a wide array of new services. Finally, rather than being
limited to one service provider, the customer has gained relatively greater
freedom of choice. This has prompted service providers to focus increasingly on
the various aspects of customer management and billing as a means of
competitive differentiation.

Customer Management and Billing Market

  Traditionally, telecommunications carriers created their own in-house billing
systems or utilized outside billing service bureaus. These solutions have
generally proven inadequate to meet the demands of an increasingly competitive
and dynamic environment. In many cases, in-house systems have failed to keep
pace with improvements in computing technology, and may be prone to the so-
called "Y2K problem". Service bureaus, on the other hand, remain focused on
providing a relatively limited set of high-volume, standardized

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<PAGE>

services, and are generally not equipped to provide cost-effective, customized
solutions. In addition, many telecommunications service providers downsized
their in-house IT staffs in the early 1990's and subsequently have encountered
difficulty hiring skilled staff to upgrade and maintain older, legacy systems.
As carrier requirements have become more complex and IT budgets more
constrained, an increasing number of carriers have sought third-party solutions
for mission-critical CM&B functions, leading to the growth of the customer
management and billing software industry.

  Today there are a multitude of CM&B solution providers, offering a wide range
of products and services to the telecommunications market. According to a
research report on the CM&B market, the total market for CM&B software and
services is estimated to grow to $14 billion by 2000. Today, third-party
software handles billing and customer care for millions of subscribers
worldwide on a daily basis. For the most part, however, each vendor's solution
is oriented toward supporting a limited set of services provided by
telecommunications carriers and cable system operators. Many vendors specialize
in particular sub-segments of the market, such as wireless telephony, and are
not designed for broad market applications.

On-line Services and the Internet

  Since 1994, the Internet and the Worldwide Web have grown at an explosive
pace. International Data Corporation, or IDC, estimates that there were over
142 million Web users worldwide at the end of 1998. IDC projects this number to
increase to over 502 million by the end of 2003, implying an annual growth rate
of over 29%. The growth of the Internet is a global phenomenon that is
fundamentally changing the nature of the telecommunications industry. Web user
growth, coupled with the growth of new types of on-line and electronic
commerce, or e-commerce, services, has driven the emergence of new service
providers such as ISPs, on-line communities, Internet telephony providers and
many others. In addition, traditional telecommunications carriers have entered
the on-line market, providing Internet connections and e-commerce services to
businesses and consumers.

  Existing third-party CM&B solutions have experienced significant difficulties
in adapting to the needs of providers of Internet-based services as well as the
Internet operations of traditional providers. Providers of Internet-based
services continually introduce new services and programs that address the
dramatically changing nature of the Internet. Consequently, they need flexible,
powerful CM&B software that is readily adaptable to a wide range of services
and smoothly scales from hundreds to millions of users. To be most effective,
Internet-compatible CM&B software must be capable of operating in real time,
handling high transaction volume, processing many different types of
transactions and tracking multiple flows of information associated with the
usage of various services.

  The Internet service environment is dominated by technologies and interfaces
that are fundamentally different from a traditional telephone or cable network.
For example, Internet service providers tend to operate distributed networks of
UNIX or Windows NT-based Web servers, any or all of which may be servicing a
given customer at a given moment. Traditional CM&B systems were typically
designed to interface with and process data from the equipment and technologies
used in telephone and cable television networks rather than in Internet service
environments.

  In addition, the growth of the Internet has led to a dramatic rise in data
transmission volume in all service provider networks. If current growth trends
continue, not only will both voice and data traffic continue to grow, but data
traffic will rapidly eclipse traditional, circuit-switched voice-traffic as the
fundamental type of information being transmitted. Data traffic has many
characteristics that are different from those of traditional voice
transmissions. Existing CM&B systems used by many traditional
telecommunications carriers are not oriented toward "always on", data-oriented
services such as digital subscriber line, Internet telephony and virtual
private networks. Many of these older systems will need to be upgraded or
replaced in order to adapt to the changing environment.

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<PAGE>

  Traditional CM&B solutions can generally be characterized as (1) inflexible,
(2) capable only of periodic processing or "batch-oriented", (3) proprietary,
(4) centralized and (5) difficult to scale to meet the complex requirements of
providers of Internet-based services. In addition to a general lack of
Internet-based capability, traditional systems were typically designed to
service one particular type and size of service provider -- a large,
traditional RBOC-type carrier, for example, or a small competitive cellular
telephone provider. As a result, there is often no smooth migration path; as
the numbers of subscribers and services grow, a "forklift upgrade" to an
entirely different CM&B product is often required. Finally, existing CM&B
solutions are often not able to address one of the most fundamental
requirements facing providers of Internet-based services: minimizing the time
to market for new products and services.

  Portal believes that providers of Internet-based services will increasingly
require a CM&B solution that is real-time, distributed, scalable, flexible and
easily adaptable to a vast number of emerging products and services. Providers
of Internet-based services and telecommunications carriers are demanding
enhanced capabilities from their CM&B systems as the relentless pace of change
and innovation mandates a new level of CM&B performance and functionality.

                          The Portal Software Solution

  Portal develops, markets and supports CM&B software that is specifically
designed to meet the complex, mission-critical provisioning, accounting,
reporting and marketing needs of providers of Internet-based services. Portal's
Infranet software is a real-time, scalable solution that enables service
providers to address the critical business needs of customer management,
services support and accurate and timely billing. Portal believes that its
trademarked phrase, Real Time No Limits, accurately describes Infranet as the
only CM&B solution that provides these capabilities in real time, while also
providing a broad and flexible platform for both the integration of existing
products and services and the rapid development and deployment of new ones.
Infranet is designed to enable service providers to capture the business
benefits of increased revenues, reduced costs and improved customer service.

  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 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 out-of-the-box solution that
works with all relevant Internet standards and minimizes the service provider's
software installation, 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

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<PAGE>

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.

  Infranet is the culmination of the experience and insights gained through
Portal's years as an ISP, as well as Portal's five-year history as a software
developer. This experience has enabled Portal to design and develop 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 will run on a wide range of systems,
from a laptop computer running Windows NT to a large cluster of UNIX-based
servers. Infranet has been designed, using object-oriented programming
methodologies, to scale from hundreds to millions of users through the
incremental addition of servers. This capability allows a service provider to
grow its CM&B 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. This level of
reliability and redundancy, long present in the traditional telephone network,
is increasingly required in the Internet environment. 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
fully 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, 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 CM&B
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


                                       39
<PAGE>

customer management and billing life cycle, from account creation to
monitoring and pricing to back-end management and reporting.

  Flexibility and Improved Time to Market. Infranet is designed to be a
modular, extensible software product. 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 Internet marketplace. In addition, Infranet can
generally be customized to a service provider's needs relatively quickly,
enabling its customers to improve their time to market with new products and
services.

                         The Portal Software Strategy

  Portal's strategy is to establish itself as the CM&B platform of choice for
providers of Internet-based services. Key elements of this strategy are:

  Extend Market Leadership Position.  Portal's objective is to extend its
position as a leader in the Internet-based CM&B market to establish itself as
the broad platform of choice for providers of Internet-based services. Portal
intends to take advantage of its technological leadership, strategic
partnerships, significant customer relationships, broad-based sales and
marketing efforts and scalable business model to create a widespread customer
base that will be difficult for potential competitors to penetrate. Moreover,
Portal believes that its products enable each customer to design and deploy
new, profitable services, which in turn increase the customer's use of
Portal's products and services and generates additional opportunities for
Portal to grow.

  Target Leading Providers of Advanced Communications Services Worldwide. The
scalability and flexibility of its Infranet products enables Portal to target
a broad range of providers of Internet-based services. Portal's targeted
customer segments, and some representative existing customers, include:

  . on-line service divisions of traditional major telecommunications
    providers worldwide, such as France Telecom SA, NTT Soft and U S West;

  . on-line and Internet service providers, such as Concentric Network,
    Microsoft, UUNET and Viag Interkom & CO. GmbH; and

  . companies that use the Internet to provide entirely new types of
    communications services, such as Juno Online Services, Palm.net and
    USinternetworking, Inc.

  The unique capabilities of Infranet enable Portal to take this portfolio
approach to targeting customers. Portal believes this approach offers the
greatest opportunity for sustained growth, as many of these companies are or
will be the market leaders in their respective industries.

  Build a Long-Term, High Margin, Software-Driven Business Model. Portal's
business model is predicated on the sale of standard software products, rather
than the service-intensive, customer-specific solutions offered by many of its
competitors. The scalability, comprehensive functionality and extensibility of
Infranet, combined with Portal's strategic partnerships, are designed to allow
Portal to achieve and maintain a high margin, software-driven business model
without needing to provide an inordinate degree of consulting and integration
services.

  Leverage Partnerships and Alliances with Systems Integrators, and with
Platform, Software and Services Providers. Portal has established a series of
partnerships and alliances with systems integrators, such as Andersen
Consulting, Cap Gemini, NTT Soft and PricewaterhouseCoopers and hardware
platform, software and services providers, such as Cisco, Compaq, Hewlett-
Packard, Microsoft, Oracle and Sun Microsystems. These partners and alliances
provide a global extension of Portal's direct sales force and are a
significant source of leads and referrals. This network of partners also
enables Portal to focus on being the CM&B software platform provider while
offering a complete customer solution using third-party components that
perform ancillary functions such as tax or payment processing. In

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<PAGE>

addition, Portal's systems integrator partners are trained to integrate
Infranet with customers' existing legacy systems. Portal seeks best of breed
partners in each particular area, to associate Infranet with market-leading
technologies, products and systems integrators. Portal believes that this
partnership strategy is unique in breadth and scope within its market, provides
it with a competitive advantage and serves as a "force multiplier" which
leverages Portal's own internal capabilities.

  Grow with Customers and the Internet. While initial sales to customers are
often substantial, Portal's strategy is to maximize its available opportunities
for long-term revenue growth by targeting service providers with excellent
growth prospects and capitalizing on additional sales opportunities with its
customers. Portal's subsequent revenue growth can then occur through the
addition of subscribers, add-on component sales, additional service revenues
and maintenance and support agreements. In turn, Portal intends to continue to
evolve and refine its business to track the growth of Internet-based services,
so that as these services proliferate, Portal's revenue growth opportunities
will also increase. Accordingly, Portal typically prices its products on a per-
subscriber basis so that they are more affordable for new, promising service
providers that may in time grow to be leaders in their market segments and
long-term, loyal customers.

                             Products and Services

  Portal develops, markets and supports CM&B software specifically designed to
meet the complex, mission-critical provisioning, accounting, reporting and
marketing needs of providers of Internet-based services. Portal's core product,
Infranet, is an easily integrated, highly flexible enterprise solution
comprising the critical elements necessary for registering, managing,
monitoring and billing users of Internet-based services. Infranet unifies the
management of core business operations and its Real Time No Limits solution
differentiates it from traditional, batch-oriented CM&B solutions. Portal also
offers a number of optional additional features to Infranet as well as two
versions of Infranet designed to address the unique requirements of the
internet telephony and free internet services markets.

  Infranet IPT is a complete end-to-end CM&B software solution based on the
Infranet platform and specifically tailored to the needs of Internet telephony
service providers. Internet telephony is a growing industry that uses Internet
technologies to bring low-cost, flexible voice communications services to
customers worldwide. Since Internet telephony providers tend to be startup
businesses, they do not have a long history of using legacy systems, unlike
many traditional voice service providers. Therefore, Portal has an opportunity
to be first-to-market with a leading-edge CM&B solution for this emerging
market.

  Infranet FreeServ is a customer management solution that enables businesses
to rapidly develop and bring to market free Internet-based services. Free
Internet-based service is a rapidly expanding market in which providers are
offering free unlimited access to the Internet, free e-mail capabilities and
other Internet-based services. Portal believes that it is well positioned to
allow these providers the ability to upgrade their systems to add and bill for
value-added services in the future. With Infranet FreeServ, providers of free
Internet services can register customers and capture valuable demographic
information in real time, quickly authenticate and authorize service usage and
effectively track, manage and analyze their customers' activities.

  In addition to providing maintenance and support for Infranet, Portal
provides implementation planning and management, training and technical support
and development and customization support through its professional services
organization.

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<PAGE>

Infranet

  Infranet integrates the functionality for each stage of customer interaction
with a single, unified customer database and a coordinated set of features and
functions. The database acts as the repository for all data collected in real
time during each stage of the customer life cycle, as follows:

Diagram. A circle of arrows connected end to end enclosing a box containing the
word "Infranet." Inside the circle are the areas of data which Infranet tracks:
Account Creation & Service Provisioning, Authentication & Authorization,
Activity Tracking, Rating/Pricing, Billing & Accounts Receivable, Customer
Management and Reporting.

       [CHART OF THE INFRANET INTEGRATING STAGES OF A CUSTOMER LIFECYCLE]


  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 service, 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 in real time.

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

  Activity Tracking. By recording all events in real time in its unified
customer database, Infranet gives service providers the ability to build a
detailed picture of individual customer behavior, either currently or
historically. This also provides a complete audit
trail of customer usage to resolve any issues 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

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<PAGE>

the service provider. The rating of a single event can update any or all
existing balances.

  Billing and Accounts Receivable.  Infranet's billing and payment system has
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
ICVerify, 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, Windows-based graphical user interface. Infranet
organizes customer information into a variety of standard screens, which can
also be readily customized. Service representatives can:

  . create, search and modify customer accounts;

  . view activity, balances and invoices;

  . perform billing operations; and

  . view and modify account hierarchy.

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 unified customer database, service
providers can create reports using a powerful, enterprise-wide reporting
infrastructure called Infranet Insite. Insite report templates provide business
intelligence to operations, finance, sales and marketing personnel. Insite
includes a full set of customizable reports, and also supports new report
development.

Infranet IPT

  Introduced in September 1998, Infranet IPT incorporates Infranet's core
functionality to deliver the CM&B features needed by providers of Internet
telephony services, such as:

  . real-time architecture;

  . support for a broad range of services and pricing plans;

  . out-of-the-box gateway integration;

  . prepaid calling card support; and

  . zone-based rating.

  Infranet IPT is designed to optimize resources for each step of the Internet
telephony process, such as setting up calls, monitoring calls in progress,
tracking usage and billing users. Infranet IPT enables account creation,
authentication and fraud prevention, authorization and credit control, activity
tracking, pricing and billing and customer management and reporting.

Infranet FreeServ

  Introduced in June 1999, Infranet FreeServ, is a customer management solution
that enables businesses to rapidly develop and bring to market free Internet-
based services. With Infranet FreeServ, providers of free Internet-based
services can register customers and capture valuable demographic information in
real-time; quickly authenticate and authorize service usage and effectively
track, manage and analyze their customers' activities.

  In addition, Infranet FreeServ can be upgraded at any time to include real-
time billing functionality, whenever the provider decides to offer subscribers
value-added, fee-based services. Portal's complete real-time customer
management and billing solution can support both free and paid services within
the same installation enabling providers to easily transition their subscriber
base to fee-based pricing options when desired.

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<PAGE>

                                    Pricing

  Portal has structured the pricing of Infranet to accommodate all of its
target customer segments, which range from startups to large on-line service
providers with millions of subscribers. Portal typically prices Infranet on a
per subscriber basis, with customary volume discounts for the upfront purchase
of a large number of licenses. Supplemental purchases of additional components
are also priced on a per subscriber basis, while annual maintenance and support
contracts are priced as a percentage of the associated license revenues.
Portal's initial sales of licenses and associated services, maintenance and
support generally range from the low hundreds of thousands to several million
dollars.

                          Customer Service and Support

  Portal believes that a high level of customer service and support is critical
to the successful marketing and sale of Infranet. 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. Portal plans to establish additional customer
support sites domestically and internationally commensurate with customer
needs.

  Portal also offers project implementation services to assist customers in the
project planning, installation and implementation of the Portal solution.
Portal consulting services are also available for customers requiring
additional software customization, upgrade assistance or other Infranet-related
technical services. Portal professional services consultants are located in
several cities in the United States and various countries outside the United
States. Portal has a leveraged business model based on using systems integrator
partners to provide jointly or separately a range of services, including first-
line technical support and project implementation services, in various
locations around the world.

                                  Partnerships

  Portal has established a series of partnerships and alliances with systems
integrators such as Andersen Consulting, Cap Gemini, NTT Soft and
PricewaterhouseCoopers and hardware platform, software and services providers
such as Cisco, Compaq, Hewlett-Packard, Microsoft, Oracle and Sun Microsystems.
Portal employs this network of partnerships to both expand its sales, service
and marketing capabilities and to extend the technical and functional
application of its solution. Portal's network of partnerships allows Portal to
maintain its focus as a product company while simultaneously obtaining sales,
technical and service leverage through its partners.

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<PAGE>

  The following diagram illustrates Portal's approach to partnerships by
listing representative markets it addresses and some of its current partners:

  Diagram entitled "The Portal Market Partnership Model" consisting of a box
representing Portal's approach to partnerships. The middle of the diagram is an
arrow pointing left to right containing the word "Infranet." The arrow
separates Portal's two types of partners: Representative market partners and
representative platform partners.

  There are four boxes across the top of the diagram, each representing a
different type of market partner. The first box on the left represents consumer
Internet service providers consisting of integrators, including Andersen, Cap
Gemini, Deloitte & Touche and NTT Soft, and services, including iPass,
Microsoft MCIS & Site Server and Software.Com. The second box represents
business Internet service providers consisting of integrators, including
Andersen, Deloitte & Touche, NTT Soft and PWC and services, including Cisco
NetFlow, HP SIU and XACCT. The third box represents Internet protocol telephony
consisting of integrators such as Finsiel and KPMG and services such as Cisco
and VocalTec. The fourth box represents hosting consisting of integrators such
as Deloitte & Touche and Hewlett-Packard and services such as Microsoft MCIS &
Site Server and Netscape SuiteSpot.

  There are six boxes across the bottom of the diagram, each representing a
different type of platform partner. The first box represents hardware partners
such as Compaq, Hewlett-Packard and Sun. The second box represents database
partners such as Microsoft and Oracle. The third box represents customer care
partners such as Clarity, Remedy and Vantive. The fourth box represents
accounting reporting partners such as Oracle and Seagate. The fifth box
represents payment partners such as FDC, Group I, Paymentech, Cybercash and
VeriFone. The sixth box represents tax partners such as Taxware and Vertex.

  There are two types of partners in Portal's "Market Partnership Model":

  Market Partners. Portal leverages its own sales and marketing efforts by
taking advantage of the marketing and lead generation capabilities of its
market partners. Market partners are specialized technology and services firms
that adapt Portal's products to the needs of a specified market segment. For
example, in the consumer ISP market, iPass, Inc., Microsoft and Software.com,
Inc. provide complementary services and technologies, which are fully
integrated with Infranet through Portal's open APIs. In turn, a set of systems
integrators, such as Andersen Consulting, Cap Gemini, NTT Soft and
PricewaterhouseCoopers, adapts this combination of Infranet and add-on
technologies to the specific environment of each provider of on-line services.
This combination of add-on technology and systems integration allows Portal to
serve as the enabling technology for a complete solution in each of its
markets. This approach also provides a mechanism for Portal to enter new
markets as opportunities develop.

  In April 1999, Portal agreed to enter into a strategic alliance with Andersen
Consulting under which Andersen Consulting will provide services to Portal, the
parties will expand their existing marketing alliance and will work closely
together to expand their customer service and marketing relationship. Under
this arrangement, Andersen Consulting purchased 380,184 shares of common stock
from Portal in a placement concurrent with Portal's initial public

                                       45
<PAGE>

offering and Portal agreed to pay Andersen Consulting a services fee of $2.8
million. See "Description of Capital Stock--Private Placement".

  Platform Partners and Alliances. Portal's technology strategy is to focus
exclusively on Infranet to enable real-time, mission-critical, Internet-based
services. Given this focus, Portal forms partnerships and alliances with
hardware platform providers, such as Cisco, Compaq, Hewlett-Packard and Sun
Microsystems, database software developers such as Microsoft and Oracle, and
software applications developers with best-of-breed products to provide
superior solutions to its customers. By providing its platform partners and
alliances with a fully documented set of open APIs, Portal ensures that
Infranet can interoperate with their products. This allows Portal to partner
with the leading-edge vendors in each area of functionality and provides the
flexibility to adopt new products and technologies rapidly. Portal also seeks
to generate referral sales from its platform partners' sales forces.

  In April 1999, Portal entered into a strategic alliance with Cisco under
which Portal and Cisco are jointly developing and marketing integrated hardware
and software products targeted at providers of Internet-based services. Under
this arrangement, Portal is Cisco's strategic CM&B solution provider and Cisco
will be Portal's strategic solution provider of equipment for next generation
IP networks.

                                   Technology

  Portal's software architecture consists of the Infranet platform, upon which
CM&B functionality is layered using fully 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 behavior of the CM&B functions.

                                       46
<PAGE>

  Infranet's advanced, four-tier client-server architecture was designed from
the ground up to be scalable, reliable, secure and extensible. The four tiers
of Infranet's architecture are:

[Diagram entitled "Four Tier Architecture" depicting the four tiers:
Application, Business Process, Object and Data. The application tier contains
the client applications. The business process tier contains the process
modules, the object request broker. The Object tier contains the object server
which consists of the payment and reporting engines. The data tier contains the
database where all the data is stored. Along the bottom of the four tiers are
several machines depicting the hardware infrastructure shown as operating on
either a network or single machine utilizing the four tier architecture.]

  . Application Tier: includes client applications for registration, customer
    service and billing, as well as interfaces to event sources such as
    terminal, mail or Web servers.

  . Business Process Tier: includes an object request broker, or ORB, that
    arbitrates requests between this tier and the object tier and functional
    modules that implement the core business operations supported by
    Infranet. These modules are driven by business policies that are fully
    customizable by the provider.

  . Object Tier: manages all account, service, event and pricing information
    using a high-level, objected-oriented data model that greatly enhances
    the extensibility of the system.

  . Data Tier: includes the relational database management systems such as
    Oracle and Microsoft SQL Server where all Infranet data is stored, as
    well as TCP/IP-based links to external systems such as payment, tax,
    credit card authorization and directory-based systems.

  Infranet's four-tier architecture has several advantages:

  Scalability and Performance. Infranet easily scales to handle subscriber
growth and large numbers of subscribers while maintaining high levels of
performance. Providers can add multiple servers as needed to any or all levels
of the system, generally without incurring downtime. In addition, automatic
load balancing is used to minimize the effect of usage spikes on performance.

                                       47
<PAGE>

  Reliability. Infranet provides 24x7 telecommunications-grade reliability with
features such as automatic reconnection in the event of a lost link and
automatic re-routing in case of a failed re-connect. Both features occur
without interrupting the client application. In addition, in March 1999, Portal
introduced Infranet DNA, a technology solution for distributing an Infranet
implementation geographically. This allows providers to offer uninterrupted
services access and usage even when a main Infranet database is down or
inaccessible. Finally, Infranet utilizes the features of the underlying
database management system to improve transactional integrity and account
reliability. Because Infranet is designed to take advantage of redundancy,
adding additional systems to the architecture increases reliability.

  Security. Firewalls, proxies and filters can be installed between every tier
of the Infranet architecture to prevent unauthorized access to programs and
data. Providers can determine and audit who has access to the system. Critical
business functions run at the most secure business process tier, and access
lists restrict the use of critical operations. Session monitoring, analysis and
control occur in real time so that problems can be identified and stopped
rapidly.

  Extensibility. Infranet offers fully documented open APIs at every level of
the system. These interfaces give providers the ability to integrate Infranet
with legacy and external software. Value-added services, even those developed
by third parties, can be rapidly customized as well.

                              Sales and Marketing

Sales

  Portal's sales strategy is to pursue targeted accounts both through its
direct sales force and indirectly through its strategic partners. Portal has to
date targeted its sales efforts at medium and large ISPs, on-line service
divisions of traditional telecommunications providers and other providers of
Internet-based services.

  Portal maintains direct sales personnel in ten states across the United
States, and internationally in France, Germany, Australia, Canada, China, Hong
Kong, Japan, Spain and the United Kingdom. The direct sales force is organized
into individual account teams, which include both sales representatives and
systems engineers. 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. The direct sales force is complemented by
telemarketing representatives based at Portal's headquarters in Cupertino,
California. Portal qualifies the leads and assigns an account team to
prospective customers. The account team then initiates the sales process, which
generally involves multiple presentations to information technology and
business professionals within the prospective customer's organization. Portal
intends to increase the size of its direct sales force and establish additional
sales offices domestically and internationally.

  Portal complements its direct sales force with a series of partnerships and
alliances with systems integrators such as Andersen Consulting, Cap Gemini, NTT
Soft and PricewaterhouseCoopers, as well as with hardware platform and software
applications developers and service providers such as Cisco, Compaq, Hewlett-
Packard, Microsoft and Sun Microsystems. These partners provide a global
extension of Portal's direct sales force and are a significant source of leads
and referrals. Portal believes these relationships also serve to validate its
technology and facilitate broad market acceptance of Infranet services.
Portal's direct sales force works closely with its indirect distribution
partners. After a partner has introduced Portal's products to a potential
customer, an in-house account team is assigned to complete the sales process.

  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

                                       48
<PAGE>

agreements with these parties typically are in the form of non-exclusive
referral fee or reseller agreements that may be terminated by either party
without cause or penalty and with limited notice. Therefore, there is no
guarantee any single party will continue to market Portal's products. If these
relationships fail, Portal will have to devote substantially more resources to
the distribution, sales and marketing, implementation and support of Infranet.
Portal intends to establish additional indirect channels in the future.
However, there can be no assurance that Portal will be able to establish
relationships with additional partners on a timely basis or at all, or that
such relationships will be successful.

Marketing

  Portal's marketing programs are targeted at providers of Internet-based
services and are currently focused on creating awareness of, and generating
interest in, Infranet. 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;

  . creating and placing advertisements; and

  . establishing and maintaining close relationships with recognized industry
    analysts.

Portal is an active participant in technology-related conferences and
demonstrates its products at trade shows targeted at providers of Internet-
based services. 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 typical customers are providers of Internet-based services that
benefit from a scalable CM&B software solution. As of July 31, 1999, Portal had
licensed Infranet to approximately 130 customers worldwide, including:
BellSouth, Concentric Network, CyberCash, Inc., FlashNet Communications, Inc.,
France Telecom, Grolier Incorporated, Juno Online Services, Microsoft, NTT
Soft, OzeMail, Palm.net, Sage Networks, Inc., SegaSoft Networks, Inc., Shanghai
Online, USinternetworking, U S West, UUNET and Viag Interkom.

  In the six months ended July 31, 1998 and 1999 and in fiscal year 1999, no
customer accounted for 10% or more of Portal's total revenues. In the fiscal
year ended January 31, 1998, Compuserve accounted for more than 10% of Portal's
total revenues, and Sprint accounted for more than 10% of Portal's total
revenues in the fiscal year ended January 31, 1997.

  Although Portal's customers include both small and large providers of
Internet-based services, a substantial portion of Portal's license and services
revenues in any given quarter has, 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 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 CM&B, enterprise,
database and operating system software markets and has complemented these
individuals by hiring senior management with experience in software used by
providers of Internet-based services.

  Portal's research and development expenses totaled approximately $11.3
million for the fiscal

                                       49
<PAGE>

year ended January 31, 1999, $5.6 million for the fiscal year ended January 31,
1998, $2.5 million for the fiscal year ended January 31, 1997, $10.5 million
for the six months ended July 31, 1999 and $4.7 million for the six months
ended July 31, 1998. As of July 31, 1999, approximately 149 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,
scalability, extensibility, ease of integration and price. Portal faces
competition from providers of traditional CM&B software such as Amdocs, Kenan
Systems, which was recently acquired by Lucent, LHS Group and Saville Systems
which was recently acquired by ADC Telecommunications; emerging providers of
Internet-specific billing software, such as Belle Systems, Solect Technology
and TAI, which was recently acquired by Convergys; and providers of Internet-
based services that develop proprietary systems. Portal also competes with
systems integrators and with internal MIS departments of larger
telecommunications carriers. Portal is aware of numerous other major ISPs,
software developers and smaller entrepreneurial companies that are focusing
significant resources on developing and marketing products and services that
will compete with Infranet.

  Portal believes it competes favorably in performance, scalability,
extensibility, ease of integration and price, particularly due to Infranet's
ability to run on a wide range of systems, Infranet's ability to integrate with
existing applications, Infranet's comprehensive functionality and ease of use,
and its flexibility. The failure of Portal to develop products that compete
successfully with those of other suppliers in the market would harm our
business.

  Portal anticipates continued growth and competition in the telecommunications
industry and the entrance of new competitors into the CM&B software market, and
that the market for its products and services will remain intensely
competitive. Many of Portal's current and future competitors have significantly
more personnel and greater financial, technical, marketing and other resources
than Portal.

                             Intellectual Property

  Portal relies upon a combination of patent, copyright, trade secret and
trademark law to protect its intellectual property. Portal currently has three
U.S. patent applications pending related to its relational database and real-
time billing technology. In addition, Portal has two U.S. registered trademarks
and nine U.S. trademark applications pending. 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 it has taken will prevent
misappropriation of its technology, particularly in foreign countries where the
laws may not protect proprietary rights as fully as do the laws of 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:

  . there is a bankruptcy proceeding by or against Portal;

  . Portal ceases to do business without a successor; or

                                       50
<PAGE>

  . 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 number of competitors in its
industry segments grows and 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, 1999, Portal had 412 full-time employees, 79 of whom were
engaged in customer service and support, 121 in sales and marketing, 149 in
engineering, and 62 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 whom 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, train and retain highly qualified technical, sales and managerial
personnel. Competition for such personnel is intense, particularly in the
San Francisco Bay Area where Portal is headquartered, due to the limited number
of people available with the necessary technical skills and understanding of
the Internet, and there can be no assurance that Portal can retain or attract
key personnel in the future. 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.

                                   Facilities

  Portal leases an aggregate of approximately 47,000 square feet in two
separate offices in an office complex located in Cupertino, California. Portal
occupies these premises under two leases expiring in May 2000 and October 2003.
In June 1999, Portal entered into a lease of a new Cupertino facility of
approximately 140,000 square feet. Portal plans to begin occupying this
facility in late fiscal year 2000. The lease for this property expires in
December 2010. In addition to its principal office space in Cupertino,
California, Portal also leases facilities and offices domestically in Westport,
Connecticut; Boston, Massachusetts; New York, New York; McLean, Virginia;
Dallas, Texas; Chicago, Illinois and internationally in North Sydney, New South
Wales, Australia; Slough, United Kingdom; and Hong Kong. These leases are for
terms expiring from September 1999 to December 2010. Portal believes that the
facilities it currently leases are sufficient to meet its needs through at
least the next twelve months. However, Portal believes it will require
additional office space after that time and may seek additional facilities in
the same geographic area as Cupertino, California.

                               Legal Proceedings

  Portal is not currently a party to any material legal proceeding.

                                       51
<PAGE>

                                   MANAGEMENT

                        Executive Officers and Directors

  The following table sets forth certain information regarding the executive
officers and directors of Portal as of July 31, 1999:


<TABLE>
<CAPTION>
             Name              Age                   Position
 ----------------------------  --- --------------------------------------------
 <C>                           <C> <S>
 John E. Little..............  41  Chief Executive Officer, President and
                                   Chairman of the Board of Directors
 Jack L. Acosta..............  52  Chief Financial Officer and Vice President,
                                   Finance
 David S. Labuda.............  36  Chief Technology Officer and Vice President,
                                   Engineering
 Steven R. Sommer............  44  Vice President, Marketing and Business
                                   Development
 Kevin P. Mosher.............  42  Vice President, Sales
 Annette D. Surtees..........  43  Vice President, Human Resources
 Michael E. Regan............  43  Vice President, Professional Services
 Mitchell L. Gaynor..........  39  General Counsel and Secretary
 Arthur C. Patterson(1)(2)...  55  Director
 Edward J. Zander(2).........  52  Director
 David C.
  Peterschmidt(1)(2).........  52  Director
 William T. Coleman III(2)...  51  Director
</TABLE>
--------
(1) Member of audit committee
(2) Member of compensation committee

  John E. Little. Mr. Little founded Portal in March 1985 and 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
since November 1996. 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.

  Jack L. Acosta. Mr. Acosta joined Portal in February 1999 as Chief Financial
Officer and Vice President, Finance. In addition, Mr. Acosta served as
Secretary from February 1999 through April 1999. From July 1996 to January
1999, Mr. Acosta served as Executive Vice President and Chief Financial Officer
for Sybase, Inc., a database company. From December 1994 until July 1996,
Mr. Acosta served as Vice President, Engineering Services, Integration and
Business Management of Sybase. From March 1993 until December 1994, Mr. Acosta
served as President, Chief Operating Officer and a director of Tanon
Manufacturing, Inc., a manufacturing and engineering services company. Prior to
March 1993, Mr. Acosta held various management positions at Ungermann-Bass
Inc., Atari, Inc., Diablo Systems, Inc. and Ford Motor Company.

  David S. Labuda. Mr. Labuda joined Portal in March 1994 as Vice President,
Engineering and Chief Technology Officer. From June 1990 to March 1994, Mr.
Labuda was employed by Sun Microsystems, Inc., a network computing company, as
a Director of UNIX Development. From August 1985 to June 1990, Mr. Labuda
worked for Sun Microsystems as a Senior Engineer and Manager, including
managing the software development for the SparcStation 1 and SparcStation 2
projects. Mr. Labuda received the first Sun Presidential Award and holds three
patents from his tenure there.

  Steven R. Sommer. Mr. Sommer joined Portal in July 1997 as Vice President,
Marketing and Business Development. From May 1993 to July 1997, Mr. Sommer
served as Vice President, Worldwide Marketing and Enterprise Solutions for
Informix Corporation,

                                       52
<PAGE>

an enterprise database company. From February 1990 until April 1993, Mr. Sommer
served as Vice President, Marketing for Cognos, Inc., an applications and tools
development software company. Prior to February 1990, Mr. Sommer held various
other marketing positions at Digital Equipment Corporation, Scitex America
Corp., McKinsey & Company, Inc. and Procter and Gamble Company.

  Kevin P. Mosher. Mr. Mosher joined Portal in March 1997 as Vice President,
Sales. From January 1996 to February 1997, Mr. Mosher served as Vice President
of Sales for Software Emancipation, Inc., a software development and testing
company. From May 1995 to November 1995, Mr. Mosher served as Vice President,
National Sales at Watermark Software, Inc., an enterprise software company.
From February 1991 to May 1995, Mr. Mosher served as Regional Vice President at
Interleaf, Inc., a software tool company. From 1985 to 1991, Mr. Mosher held
various senior sales management positions at Oracle Corporation.

  Annette D. Surtees. Ms. Surtees joined Portal in August 1998 as Vice
President, Human Resources. From February 1998 through July 1998, Ms. Surtees
served as Director of Human Resources for VLSI Technology, Inc., an integrated
circuit design and manufacturing company. From February 1997 to February 1998,
Ms. Surtees was an independent consultant. From May 1988 until February 1997,
Ms. Surtees held various human resources management positions at Seagate
Technology, Inc., a data technology company, most recently as Vice President,
Human Resources for Corporate, U.S. and European Operations.

  Michael E. Regan. Mr. Regan joined Portal in February 1999 as Vice President,
Professional Services. From June 1998 to February 1999, Mr. Regan served as
Vice President, Professional Services for Siebel Systems, Inc., a supplier of
enterprise relationship management systems. From February 1988 to June 1998,
Mr. Regan served as Vice President, Professional Services for Sybase.

  Mitchell L. Gaynor. Mr. Gaynor joined Portal in April 1999 as General Counsel
and Secretary. From January 1997 to April 1999, Mr. Gaynor served as Vice
President, General Counsel and Secretary of Sybase. From May 1996 to January
1997, he served as Vice President and Associate General Counsel of Sybase and
from February 1993 to May 1996, Mr. Gaynor served as Senior Corporate Counsel
of Sybase.

  Arthur C. Patterson. Mr. Patterson has been a Director of Portal since March
1996. Mr. Patterson is a founder and General Partner of Accel Partners, a
venture capital firm. Mr. Patterson invests in enterprise software and
communications services companies. Mr. Patterson also serves as a director of
PageMart Wireless, Inc., a communications services company, Unify Corporation,
an enterprise software company, Actuate Software Corporation, an enterprise
reporting software company, Viasoft, Inc., a software tools company, as well as
several private enterprise software and communications companies.

  Edward J. Zander. Mr. Zander has been a Director of Portal since August 1997.
Since April 1999, Mr. Zander has also served as President of Sun Microsystems,
and since January 1998, Mr. Zander has served as Chief Operating Officer of Sun
Microsystems. From February 1995 until January 1998, Mr. Zander served as
President of Sun Microsystems Computer Company, a subsidiary of Sun
Microsystems. From January 1991 to February 1995, Mr. Zander was President of
SunSoft, Inc., the software subsidiary of Sun Micro- systems. From October 1987
to January 1991, Mr. Zander was Vice President of Marketing at Sun
Microsystems. Mr. Zander also serves as a director of Documentum, Inc., a
developer of Internet and client/server software-based solutions, Rhythms Net
Connections, Inc. and the Jason Foundation for Education.

  David C. Peterschmidt. Mr. Peterschmidt has served as a Director of Portal
since April 1998. Mr. Peterschmidt has been President, Chief Executive Officer
and a Director of Inktomi Corporation, an internet search engine company, since
July 1996. He was appointed Chairman of the Board of Directors of Inktomi in

                                       53
<PAGE>

December 1997. From 1991 through June 1996, he served as Chief Operating
Officer and Executive Vice President of Sybase. Mr. Peterschmidt also served as
a Captain in the United States Air Force for nine years, where he was Lead
Contract Negotiator on Rockwell International's B1 Bomber Program.

  William T. Coleman III. Mr. Coleman has served as a Director of Portal since
April 1998. Mr. Coleman is a founder of BEA Systems, Inc., a software company,
and has been its President, Chief Executive Officer and Chairman of the Board
of Directors since BEA's inception in January 1995. From December 1985 to
January 1995, Mr. Coleman held various positions at Sun Microsystems, most
recently as Vice President and General Manager of the Sun Integration Division.

Board of Directors and Committees

  Portal currently has authorized five directors. The board consists of five
directors divided into three classes, with each class serving for a term of
three years. At each annual meeting of stockholders, directors will be elected
by the holders of common stock to succeed the directors whose terms are
expiring. Messrs. Patterson and Coleman are Class I directors whose terms will
expire in 2000, Mr. Zander is a Class II director whose term will expire in
2001, and Messrs. Little and Peterschmidt are Class III directors whose terms
will expire in 2002. The officers serve at the discretion of the board.

  Portal has established an audit committee, which reviews and supervises
Portal's financial controls, including the selection of its auditors, reviews
the books and accounts, meets with its officers regarding its financial
controls, acts upon recommendations of auditors and takes further actions as
the audit committee deems necessary to complete an audit of Portal's books and
accounts. The audit committee also evaluates potential conflicts of interest
between Portal and its executive officers and directors and serves to evaluate
any transactions or events which could be deemed improper, as well as other
matters which may come before it or as directed by the board. The audit
committee currently consists of two directors, Messrs. Patterson and
Peterschmidt.

  Portal has established a compensation committee, which reviews and approves
the compensation and benefits for Portal's executive officers, administers its
stock plans and performs other duties as may from time to time be determined by
the board. The compensation committee currently consists of four directors,
Messrs. Patterson, Zander, Peterschmidt and Coleman.

  Portal has also established a stock committee, which reviews and approves
stock option grants within certain guidelines established by the compensation
committee for non-executive officer employees. The stock committee currently
consists of Mr. Little.

Compensation Committee Interlocks and Insider Participation

  None of Portal's executive officers serve on the board of directors or
compensation committee of any entity which has one or more executive officers
serving as a member of Portal's board or compensation committee.

Director Compensation

  Portal currently does not compensate any non-employee member of the board.
Members of the board are eligible to receive discretionary option grants and
stock issuances under the 1999 Stock Incentive Plan. In addition, under the
1999 Stock Incentive Plan, non-employee directors will receive automatic option
grants on the date of each annual meeting of stockholders. The 1999 Stock
Incentive Plan also contains a director fee option grant program. Should this
program be activated in the future, each non-employee board member will have
the opportunity to apply all or a portion of any annual retainer fee otherwise
payable in cash to the acquisition of a below-market option grant. At this
time, Portal does not anticipate paying any annual retainer fee or other cash
compensation to any non-employee members of the board of directors. See
"Management--Benefit Plans".

                                       54
<PAGE>

                             Executive Compensation

  Summary Compensation Table. The following table sets forth certain
information with respect to the compensation of Portal's Chief Executive
Officer and Portal's four next most highly compensated executive officers who
earned more than $100,000 for the fiscal year ended January 31, 1999
(collectively, the "Named Executive Officers").


                           Summary Compensation Table

<TABLE>
<CAPTION>
                                                          Annual Compensation
                                              Fiscal Year --------------------
         Name and Principal Position             Ended    Salary ($) Bonus ($)
         ---------------------------          ----------- ---------- ---------
<S>                                           <C>         <C>        <C>
John E. Little...............................    1999      $185,000  $ 40,000
 Chief Executive Officer, President and
  Chairman of the Board of Directors
Richard C. Spalding(1).......................    1999       160,000     6,000
 Chief Financial Officer and Vice President,
  Finance
David S. Labuda..............................    1999       208,000    52,000
 Chief Technology Officer and Vice President,
  Engineering
Steven R. Sommer.............................    1999       180,000    50,000
 Vice President, Marketing and Business
  Development
Kevin P. Mosher..............................    1999       140,000   110,000
 Vice President, Sales
Dong Joo (Karen) Ha(2).......................    1999       150,000    43,000
 Vice President, Client Services
</TABLE>
--------
(1) Mr. Spalding resigned as Chief Financial Officer, Vice President, Finance
    and Secretary effective January 31, 1999 but remained an employee of Portal
    until May 7, 1999.
(2) Ms. Ha resigned as Vice President, Client Services on October 31, 1998 but
    remained an employee of Portal until April 30, 1999. Ms. Ha earned $150,000
    in the fiscal year ended January 31, 1999 based on an annual salary of
    $180,000.

  The bonus component of an executive officer's annual compensation is based on
the compensation committee's assessment of Portal's financial performance, such
as revenue growth, for the fiscal year and the individual officer's
contribution to that performance, as well as the achievement of individual and
corporate milestones.

  Under a letter agreement dated December 24, 1998, Mr. Jack L. Acosta,
Portal's Chief Financial Officer, Vice President, Finance and Secretary, is to
receive an annual salary of $200,000 for the fiscal year ending January 31,
2000, has received a one-time signing bonus of $25,000 and is eligible to
receive up to an aggregate of $80,000 upon the achievement of certain
performance milestones. Mr. Acosta was granted an option to purchase 1,080,000
shares of common stock, of which 342,000 are vested and the balance continues
to vest monthly over Mr. Acosta's continued employment with Portal.

  Under a letter agreement dated January 31, 1999, Mr. Michael E. Regan,
Portal's Vice President, Professional Services, is to receive an annual salary
of $200,000 for the fiscal year ending January 31, 2000 and receive a one-time
signing bonus of $25,000 and is eligible to receive up to an aggregate of
$80,000 upon the achievement of certain performance milestones. Mr. Regan was
granted an option to purchase 750,000 shares of common stock, twenty-five
percent of which will vest one year from the date of grant and the balance of
which will vest in thirty-six equal monthly installments of Mr. Regan's
continued employment with Portal.

                                       55
<PAGE>

  Option Grants. No option grants or stock appreciation rights were granted to
any Named Executive Officer during the fiscal year ended January 31, 1999.

  Aggregate Option Exercises and Option Values. The following table sets forth
information concerning option exercises and option holdings for the Named
Executive Officers as of January 31, 1999. No stock appreciation rights were
exercised during the fiscal year ended January 31, 1999 and no stock
appreciation rights were outstanding at the end of the fiscal year. The value
realized is based on the fair market value of Portal's common stock on the date
of exercise, as determined by the board, less the exercise price payable for
such shares. The value of unexercised in-the-money options at fiscal year end
is based on the fair market value of Portal's common stock on January 31, 1999,
as determined by the board at that time, less the option exercise price payable
for such shares. The value of unexercised in-the-money options at the initial
public offering price is based on Portal's initial public offering price of
$14.00 per share, less the exercise price payable for such shares.


         Option Exercises in the Fiscal Year Ended January 31, 1999 and
                         Fiscal Year-End Option Values

<TABLE>
<CAPTION>
                                            Number of Securities         Value of Unexercised
                      Number of            Underlying Unexercised            In-the-Money
                       Shares                 Options at FY-End            Options at FY-End
                     Acquired on  Value   ------------------------- -------------------------------
Name                  Exercise   Realized Exercisable Unexercisable Exercisable($) Unexercisable($)
----                 ----------- -------- ----------- ------------- -------------- ----------------
<S>                  <C>         <C>      <C>         <C>           <C>            <C>
John E. Little..          --       --           --          --              --            --
Richard C. Spalding       --       --           --          --              --            --
David S.
 Labuda.........          --       --           --          --              --            --
Steven R. Sommer..        --       --           --          --              --            --
Kevin P. Mosher..         --       --           --          --              --            --
Dong Joo (Karen) Ha    99,999        0      200,001         --         $666,670           --
<CAPTION>
                          Value of Unexercised
                              in-the-Money
                             Options at the
                      Initial Public Offering Price
                     -------------------------------
Name                 Exercisable($) Unexercisable($)
----                 -------------- ----------------
<S>                  <C>            <C>
John E. Little..              --           --
Richard C. Spalding           --           --
David S.
 Labuda.........              --           --
Steven R. Sommer..            --           --
Kevin P. Mosher..             --           --
Dong Joo (Karen) Ha    $2,790,014          --
</TABLE>

  As of January 31, 1999, Portal's repurchase right had lapsed as to all 99,999
shares which Ms. Ha had exercised. Ms. Ha's employment with Portal terminated
as of April 30, 1999 and all of her unexercised options were cancelled.

                                 Benefit Plans

1999 Stock Incentive Plan.

  Introduction. The 1999 Stock Incentive Plan was adopted by the board in
February 1999 and approved by the stockholders in April 1999. The 1999 Stock
Incentive Plan became effective in May 1999. At that time, all outstanding
options under Portal's existing 1995 Stock Option/Stock Issuance Plan were
transferred to the 1999 Stock Incentive Plan, and no further option grants were
or will be made under the 1995 Stock Option/Stock Issuance Plan. The
transferred options will continue to be governed by their existing terms,
unless Portal's compensation committee decides to extend one or more features
of the 1999 Stock Incentive Plan to those options. Except as otherwise noted
below, the transferred options have substantially the same terms as will be in
effect for grants made under the discretionary option grant program of Portal's
1999 Stock Incentive Plan. As of July 31, 1999, options to purchase 9,332,733
shares of common stock were outstanding at an average exercise price of $7.23.

  Share Reserve.  13,290,062 shares of Portal's common stock have been
authorized for issuance under the 1999 Stock Incentive Plan. The number of
shares authorized for issuance under Portal's 1999 Stock Incentive Plan will
automatically increase on the first trading day of February each year,
beginning February 1, 2000, by an amount equal to four percent of the total
number of shares of common stock outstanding on the last trading day of the
prior month, but in no event will this annual increase exceed 5,250,000 shares.
In addition, no participant in Portal's 1999 Stock Incentive Plan may be
granted stock options or direct stock issuances for more than 1,000,000 shares
of common stock in total in any calendar year.

                                       56
<PAGE>

  Programs. Portal's 1999 Stock Incentive Plan has five separate programs:

  . the discretionary option grant program, under which eligible individuals
    in Portal's employ may be granted options to purchase shares of Portal's
    common stock at an exercise price not less than the fair market value of
    those shares on the grant date;

  . the stock issuance program, under which eligible individuals may be
    issued shares of common stock directly, upon the attainment of
    performance milestones or upon the completion of a period of service or
    as a bonus for past services;

  . the salary investment option grant program, under which Portal's
    executive officers and other highly compensated employees may be given
    the opportunity to apply a portion of their base salary to the
    acquisition of special below market stock option grants;

  . the automatic option grant program, under which option grants will be
    made at periodic intervals to eligible non-employee board members to
    purchase shares of common stock at an exercise price equal to the fair
    market value of those shares on the grant date; and

  . the director fee option grant program, under which Portal's non-employee
    board members may be given the opportunity to apply a portion of any
    retainer fee otherwise payable to them in cash for the year to the
    acquisition of special below-market option grants.

  The individuals eligible to participate in Portal's 1999 Stock Incentive Plan
include Portal's officers and other employees, Portal's board members and any
consultants Portal hires.

  Administration. The discretionary option grant and stock issuance programs
are administered by Portal's compensation committee and stock committee. These
committees determine which eligible individuals are to receive option grants or
stock issuances under those programs, the time or times when the grants or
issuances are to be made, the number of shares subject to each grant or
issuance, the status of any granted option as either an incentive stock option
or a nonstatutory stock option under federal tax laws, the vesting schedule to
be in effect for the option grant or stock issuance and the maximum term for
which any granted option is to remain outstanding. The compensation committee
also has the authority to select the executive officers and other highly
compensated employees who may participate in the salary investment option grant
program in the event that program is put into effect for one or more calendar
years.

  Plan Features. Portal's 1999 Stock Incentive Plan includes the following
features:

  . The exercise price for any options granted under the plan may be paid in
    cash or in shares of Portal's common stock valued at fair market value on
    the exercise date. The option may also be exercised through a same-day
    sale program without any cash outlay by the optionee.

  . The compensation committee has the authority to cancel outstanding
    options under the discretionary option grant program, including any
    transferred options from Portal's 1995 Stock Option/Stock Issuance Plan,
    in return for the grant of new options for the same or different number
    of option shares with an exercise price per share based upon the fair
    market value of Portal's common stock on the new grant date.

  . Stock appreciation rights may be issued under the discretionary option
    grant program. These rights will provide the holders with the election to
    surrender their outstanding options for a payment from Portal equal to
    the fair market value of the shares subject to the surrendered options
    less the exercise price payable for those shares. Portal may make the
    payment in cash or in shares of Portal's common stock. None of the
    options under Portal's 1995 Stock Option/Stock Issuance Plan have any
    stock appreciation rights.

                                       57
<PAGE>

  Change in Control. The 1999 Stock Incentive Plan includes the following
change in control provisions which may result in the accelerated vesting of
outstanding option grants and stock issuances:

  . In the event that Portal is acquired by merger or asset sale, each
    outstanding option under the discretionary option grant program which is
    not to be assumed by the successor corporation will immediately become
    exercisable for all the option shares, and all outstanding unvested
    shares will immediately vest, except to the extent that Portal's
    repurchase rights with respect to those shares are to be assigned to the
    successor corporation.

  . The compensation committee has complete discretion to grant one or more
    options which will become exercisable for all the option shares in the
    event those options are assumed in the acquisition but the optionee's
    service with Portal or the acquiring entity is subsequently terminated.
    The vesting of any outstanding shares under Portal's 1999 Stock Incentive
    Plan may be accelerated upon similar terms and conditions.

  . The compensation committee may grant options and structure repurchase
    rights so that the shares subject to those options or repurchase rights
    will immediately vest in connection with a successful tender offer for
    more than fifty percent of Portal's outstanding voting stock or a change
    in the majority of Portal's board through one or more contested
    elections. Such accelerated vesting may occur either at the time of such
    transaction or upon the subsequent termination of the individual's
    service.

  . The options currently outstanding under Portal's 1995 Stock Option/Stock
    Issuance Plan will immediately vest upon an acquisition of Portal by
    merger or asset sale, unless Portal's repurchase rights with respect to
    the unvested shares subject to those options are assigned to the
    successor entity. There are no other change in control provisions
    currently in effect for those options. However, the compensation
    committee may extend the acceleration provisions of Portal's 1999 Stock
    Incentive Plan to any or all of those options.

  Salary Investment Option Grant Program. In the event the compensation
committee decides to put this program into effect for one or more calendar
years, each of Portal's executive officers and other highly compensated
employees may elect to reduce his or her base salary for the calendar year by
an amount not less than $10,000 nor more than $50,000. Each selected
individual who makes such an election will automatically be granted, on the
first trading day in January of the calendar year for which his or her salary
reduction is to be in effect, an option to purchase that number of shares of
common stock determined by dividing the salary reduction amount by two-thirds
of the fair market value per share of Portal's common stock on the grant date.
The option will have an exercise price per share equal to one-third of the
fair market value of the option shares on the grant date. As a result, the
option will be structured so that the fair market value of the option shares
on the grant date less the exercise price payable for those shares will be
equal to the amount of the salary reduction. The option will become
exercisable in a series of twelve equal monthly installments over the calendar
year for which the salary reduction is to be in effect.

  Automatic Option Grant Program. On the date of each annual stockholders
meeting, each individual who is to continue to serve as a non-employee board
member will automatically be granted an option to purchase 6,000 shares of
Portal's common stock, provided he or she has served on the board for at least
six months. Each grant will have a term of ten years, subject to earlier
termination following the optionee's cessation of board service, and will be
immediately exercisable for all the option shares.

                                      58
<PAGE>

  Director Fee Option Grant Program. If this program is put into effect in the
future, then each non-employee board member may elect to apply all or a portion
of any cash retainer fee for the year to the acquisition of a below-market
option grant. The option grant will automatically be made on the first trading
day in January in the year for which the non-employee board member would
otherwise be paid the cash retainer fee in the absence of his or her election.
The option will have an exercise price per share equal to one-third of the fair
market value of the option shares on the grant date, and the number of shares
subject to the option will be determined by dividing the amount of the retainer
fee applied to the program by two-thirds of the fair market value per share of
Portal's common stock on the grant date. As a result, the option will be
structured so that the fair market value of the option shares on the grant date
less the exercise price payable for those shares will be equal to the portion
of the retainer fee applied to that option. The option will become exercisable
in a series of twelve equal monthly installments over the calendar year for
which the election is in effect. However, the option will become immediately
exercisable for all the option shares upon the death or disability of the
optionee while serving as a board member.

  Additional Program Features. Portal's 1999 Stock Incentive Plan also has the
following features:

  . Outstanding options under the salary investment and director fee option
    grant programs will immediately vest if Portal is acquired by a merger or
    asset sale or if there is a successful tender offer for more than 50% of
    Portal's outstanding voting stock or a change in the majority of Portal's
    board through one or more contested elections.

  . Limited stock appreciation rights will automatically be included as part
    of each grant made under the salary investment option grant program and
    the automatic and director fee option grant programs, and these rights
    may also be granted to one or more officers as part of their option
    grants under the discretionary option grant program. Options with this
    feature may be surrendered to Portal upon the successful completion of a
    hostile tender offer for more than 50% of Portal's outstanding voting
    stock. In return for the surrendered option, the optionee will be
    entitled to a cash distribution from Portal in an amount per surrendered
    option share based upon the highest price per share of Portal's common
    stock paid in that tender offer.

  . The board may amend or modify the 1999 Stock Incentive Plan at any time,
    subject to any required stockholder approval. The 1999 Stock Incentive
    Plan will terminate no later than February 23, 2009.

1999 Employee Stock Purchase Plan.

  Introduction. Portal's 1999 Employee Stock Purchase Plan was adopted by the
board in February 1999 and approved by the stockholders in April 1999. The plan
became effective in May 1999. The plan is designed to allow eligible employees
of Portal and its participating subsidiaries to purchase shares of common
stock, at semi-annual intervals, with their accumulated payroll deductions.

  Share Reserve. 1,800,000 shares of common stock have been reserved for
issuance. The reserve will automatically increase on the first trading day in
February each year, beginning February 1, 2000, by an amount equal to two
percent of the total number of Portal's outstanding shares of common stock on
the last trading day of the prior month. In no event will any such annual
increase exceed 2,000,000 shares.

  Offering Periods. The plan has a series of successive offering periods, each
with a maximum duration of 24 months. The initial offering period started May
5, 1999 and will end on the last business day in May 2001. The next offering
period will start on the first business day in June 2001, and subsequent
offering periods will set by Portal's compensation committee.

  Eligible Employees. Individuals scheduled to work more than 20 hours per week
for more than five calendar months per year may join an offering period on the
start

                                       59
<PAGE>

date or any semi-annual entry date within that period. Semi-annual entry dates
will occur on the first business day of June and December each year.
Individuals who become eligible employees after the start date of an offering
period may join the plan on any subsequent semi-annual entry date within that
offering period.

  Payroll Deductions. A participant may contribute up to 15% of his or her cash
earnings through payroll deductions, and the accumulated deductions will be
applied to the purchase of shares on each semi-annual purchase date. The
purchase price per share will be equal to 85% of the fair market value per
share on the participant's entry date into the offering period or, if lower,
85% of the fair market value per share on the semi-annual purchase date. Semi-
annual purchase dates will occur on the last business day of April and November
each year. In no event, however, may any participant purchase more than 1,250
shares on any purchase date, and not more than 300,000 shares may be purchased
in total by all participants on any purchase date.

  Reset Feature. If the fair market value per share of Portal's common stock on
any purchase date is less than the fair market value per share on the start
date of the two-year offering period, then that offering period will
automatically terminate, and a new two-year offering period will begin on the
next business day. All participants in the terminated offering will be
transferred to the new offering period.

  Change in Control. Should Portal be acquired by merger or sale of
substantially all of Portal's assets or more than fifty percent of Portal's
voting securities, then all outstanding purchase rights will automatically be
exercised immediately prior to the effective date of the acquisition. The
purchase price will be equal to 85% of the market value per share on the
participant's entry date into the offering period in which an acquisition
occurs or, if lower, 85% of the fair market value per share immediately prior
to the acquisition.

  Plan Provisions. The following provisions are also in effect under the plan:

  . The plan will terminate no later than the last business day of May 2009.

  . The board may at any time amend, suspend or discontinue the plan.
    However, certain amendments may require stockholder approval.

                             Employment Contracts,
                      Termination of Employment Agreements
                       and Change in Control Arrangements

  Portal does not currently have any employment agreements or severance
programs in effect for any of the Named Executive Officers. Portal provides
incentives such as salary, cash bonuses and option grants (which typically vest
over a four-year period) to attract and retain qualified executives and other
members of senior management.

  In the event that the employment of Mr. Acosta, Portal's Chief Financial
Officer, Vice President, Finance and Secretary, is terminated by Portal or its
successor for any reason other than for cause, Mr. Acosta will receive one year
of severance pay based on his base salary for that year. In addition, if Mr.
Acosta is terminated, or his role is materially diminished, within 18 months of
a change in control or acquisition of Portal, all of his unvested options will
vest in full.

  In connection with an acquisition of Portal by merger or asset sale, Portal's
repurchase right with respect to the shares of common stock acquired by Mr.
Mosher (pursuant to the exercise of stock options) and Mr. Regan (pursuant to
the exercise of stock options) issued under the 1995 Stock Option/Stock
Issuance Plan will automatically lapse and the shares will vest in full, unless
the repurchase right is assigned to the successor entity. In addition, Mr.
Sommer, Portal's Vice President, Marketing and Business Development, will vest
in the lesser of (i) twenty-five percent of the purchased shares or (ii) fifty
percent of his unvested shares upon a merger or asset sale. In the event that
Mr. Gaynor's employment is terminated for any reason other than cause during
the first twelve months of his employment, 25% of his options will immediately
vest. In addition, the compensation committee as plan administrator of the 1999
Stock Incentive Plan will have the authority to grant options and to structure
repurchase rights under

                                       60
<PAGE>

that plan so that the shares subject to those options or repurchase rights will
immediately vest in connection with a change in control of Portal, whether by
merger, asset sale, successful tender offer for more than fifty percent of the
outstanding voting stock or by a change in the majority of the board by reason
of one or more contested elections for board membership, with this vesting to
occur either at the time of this change in control or upon the subsequent
involuntary termination of the individual's service within a designated period,
not to exceed 18 months, following a change in control.

Limitation of Liability and Indemnification

  Portal's certificate of incorporation eliminates to the maximum extent
allowed by the Delaware General Corporation Law, subject to certain exceptions,
directors' personal liability to Portal or its stockholders for monetary
damages for breaches of fiduciary duties. The certificate of incorporation does
not, however, eliminate or limit the personal liability of a director for the
following:

  . any breach of the director's duty of loyalty to Portal or its
    stockholders;

  . acts or omissions not in good faith or which involve intentional
    misconduct or a knowing violation of law;

  . unlawful payments of dividends or unlawful stock repurchases or
    redemptions as provided in Section 174 of the Delaware General
    Corporation Law; or

  . any transaction from which the director derived an improper personal
    benefit.

  Portal's bylaws provide that Portal shall indemnify its directors to the
fullest extent permitted under the Delaware General Corporation Law and may
indemnify its other officers, employees and other agents as set forth in the
Delaware General Corporation Law. In addition, Portal has entered into an
indemnification agreement with each of its directors and officers. The
indemnification agreements contain provisions that require Portal, among other
things, to indemnify its directors and executive officers against certain
liabilities (other than liabilities arising from intentional or knowing and
culpable violations of law) that may arise by reason of their status or service
as directors or executive officers of Portal or other entities to which they
provide service at the request of Portal and to advance expenses they may incur
as a result of any proceeding against them as to which they could be
indemnified. Portal believes that these bylaw provisions and indemnification
agreements are necessary to attract and retain qualified directors and
officers. Portal has obtained an insurance policy covering directors and
officers for claims they may otherwise be required to pay or for which Portal
is required to indemnify them, subject to certain exclusions.

  At present, there is no pending litigation or proceeding involving a
director, officer, employee or agent of Portal where indemnification will be
required or permitted, and Portal is not aware of any threatened litigation or
proceeding which may result in a claim for indemnification.

                                       61
<PAGE>

                              CERTAIN TRANSACTIONS
Options to Purchase Common Stock

  The following table summarizes the option grants made to Portal's executive
officers, directors and 5% stockholders since July 1, 1996.

<TABLE>
<CAPTION>
                                          Number of Securities Exercise
                                           Underlying Options   Price   Date of
                     Name                     Granted (#)       ($/Sh)   Grant
                     ----                 -------------------- -------- --------
     <S>                                  <C>                  <C>      <C>
     Jack L. Acosta......................      1,080,000         $2.67  12/23/98
     Steven R. Sommer....................      1,079,796         $0.02  07/28/97
                      ...................        120,000        $10.00  04/01/99
     Kevin P. Mosher.....................        675,000         $0.02  03/12/97
                      ...................        450,000        $10.00  04/01/99
     Annette D. Surtees..................         75,000         $1.33  08/10/98
                      ...................         45,000         $1.33  08/10/98
                      ...................         60,000         $4.00  01/27/99
     Michael E. Regan....................        750,000        $10.00  02/22/99
     Mitchell L. Gaynor..................        150,000        $14.00  05/05/99
     Edward J. Zander....................        150,000         $0.02  08/15/97
                     ....................         83,334         $0.02  01/20/98
     David C. Peterschmidt...............        150,000         $0.33  04/17/98
     Richard C. Spalding.................      1,508,436         $0.02  02/07/97
     Dong Joo (Karen) Ha.................        600,000         $0.02  05/15/97
                        .................        300,000         $0.67  05/22/98
</TABLE>


Sales of Preferred Stock

  In March 1996, Portal sold an aggregate of 13,544,895 shares of Series A
Preferred Stock at a price of $0.17 per share (after giving effect to a 5-for-1
stock split effected by Portal in June 1996) to entities affiliated with Accel
Partners. In January 1997, upon the exercise of Series A Preferred Stock
Warrants, Portal issued 3,075,000 shares of Series A Preferred Stock for an
aggregate consideration of $512,500 to entities affiliated with Accel Partners.
In January, May and August 1998, Portal sold an aggregate of 10,235,997 shares
of Series B Preferred Stock at a price of $1.50 per share. The following table
summarizes the shares of preferred stock purchased by Portal's executive
officers, directors and 5% percent stockholders and persons associated with
them since March 1996. The number of total shares on an as-converted basis
reflects a one-to-one conversion to common stock ratio for each share of Series
A and Series B Preferred Stock and a three-for-one stock split effected in
April 1999.

<TABLE>
<CAPTION>
                                                    Total Shares
                                Series A  Series B   on an As-       Total
                                Preferred Preferred  Converted     Aggregate
Investor                          Stock     Stock      Basis     Consideration
--------                        --------- --------- ------------ -------------
<S>                             <C>       <C>       <C>          <C>
Entities affiliated with Accel
 Partners(/1/)................. 5,539,965 1,000,000  19,619,895   $7,269,982
David C. Peterschmidt..........       --     22,222      66,666   $   99,999
Edward J. Zander...............       --     22,222      66,666   $   99,999
William T. Coleman III.........       --     22,222      66,666   $   99,999
</TABLE>
--------
(1) Represents shares held by Accel Internet/Strategic Technology Fund LP,
    Accel Investors '96 LP, Accel Keiretsu V LP, Accel V LP and Ellmore C.
    Patterson Partners. Mr. Arthur C. Patterson, a director of Portal, is a
    general partner of Accel Partners.

                                       62
<PAGE>

  Holders of shares of common stock issued upon conversion of preferred stock
are entitled to certain registration rights with respect to the common stock
issued upon conversion thereof. See "Description of Capital Stock--Registration
Rights".

Other Related Party Transactions

  Portal has entered into an Indemnification Agreement with each of its
executive officers and directors containing provisions that may require it,
among other things, to indemnify its officers and directors against certain
liabilities that may arise by reason of their status or service as officers or
directors, other than liabilities arising from willful misconduct of a culpable
nature, and to advance expenses incurred as a result of any proceeding against
them as to which they could be indemnified. See "Management--Limitation on
Liability and Indemnification".

  Portal believes that all of the transactions set forth above were made on
terms no less favorable to Portal than could have been otherwise obtained from
unaffiliated third parties. All future transactions, including loans, if any,
between Portal and its officers, directors and principal stockholders and their
affiliates and any transactions between Portal and any entity with which its
officers, directors or 5% stockholders are affiliated will be approved by a
majority of the board of directors, including a majority of the independent and
disinterested outside directors of the board of directors and will be on terms
no less favorable to Portal than could be obtained from unaffiliated third
parties.

                                       63
<PAGE>

                       PRINCIPAL AND SELLING STOCKHOLDERS

  The following table sets forth information known to Portal with respect to
the beneficial ownership of its common stock as of July 31, 1999 by:

  . each stockholder known by Portal to own beneficially more than 5% of its
    common stock;

  . each director of Portal;

  . each of the Named Executive Officers; and

  . all current directors and executive officers of Portal as a group; and

  . each selling stockholder

Unless otherwise indicated, each of the stockholders has sole voting and
investment power with respect to the shares beneficially owned, subject to
community property laws, where applicable. As of July 31, 1999, there were
75,440,381 shares of common stock outstanding. Except as otherwise noted, the
address of each person listed on the table is c/o Portal Software, Inc., 20883
Stevens Creek Boulevard, Cupertino, California 95014. The number of shares
outstanding after the offering assumes no exercise of the underwriters' over-
allotment option. Beneficial ownership is determined in accordance with the
rules of the Securities and Exchange Commission and generally includes voting
or investment power with respect to securities. Shares of common stock subject
to options currently exercisable or exercisable within sixty days of July 31,
1999 are deemed to be outstanding and to be beneficially owned by the person
holding these options for the purpose of computing the number of shares
beneficially owned and the percentage of this person or entity holding these
securities, but are not outstanding for the purpose of computing the percentage
ownership of any other person or entity.


<TABLE>
<CAPTION>
                                                              Number of Shares
                                   Number of Shares             Beneficially
                                  Beneficially Owned                Owned
                                     Prior to this                After the
                                       Offering        Shares     Offering
 Name and Address of Beneficial  --------------------- to be  -----------------
              Owner                Number   Percentage  Sold  Number Percentage
 ------------------------------  ---------- ---------- ------ ------ ----------
<S>                              <C>        <C>        <C>    <C>    <C>
Entities affiliated with Accel
 Partners(/1/)
 428 University Avenue
 Palo Alto, CA 94301............ 21,138,756    28.3%
John E. Little.................. 18,983,580    25.4
David S. Labuda(/2/)............  6,499,356     8.7
Steven R. Sommer(/3/)...........  1,079,796     1.4
Kevin P. Mosher(/4/)............    675,000       *
Arthur C. Patterson(/1/)........ 21,138,756    28.3
Edward J. Zander(/5/)...........    300,000       *
David C. Peterschmidt(/6/)......    214,666       *
William T. Coleman III(/7/).....    216,666       *
Richard C. Spalding(/8/)........    801,356     1.1
Dong Joo (Karen) Ha(/9/)........    312,501       *
All current directors and
 executive officers as a group
 (twelve persons)(/10/)......... 50,307,820    66.3%
</TABLE>
--------
  * Less than 1%.
 (1) Represents 2,282,982 shares held by Accel Internet/Strategic Technology
     Fund LP, 1,014,666 shares held by Accel Investors '96 LP, 338,223 shares
     held by Accel Keiretsu V LP, 17,037,831 shares held by Accel V LP, and
     465,054 shares held by Ellmore C. Patterson Partners (collectively the
     "Accel Partnerships"). Mr. Patterson is a managing member of Accel
     Partners, the General Partner of each of the Accel Partnerships, and a
     director of Portal. However, Mr. Patterson disclaims beneficial ownership
     of all these shares, except to the extent of his pecuniary interest in the
     Accel Partnerships.
                                       64
<PAGE>

 (2) Includes 4,632,870 shares held in trust by Mr. Labuda as trustee of the
     David S. Labuda Separate Property Trust U/D/T dated December 30, 1998.
     Also includes 1,496,100 shares held in trust by Mr. Labuda and Cindy A.
     Labuda, Mr. Labuda's wife, as trustees of the Labuda Community Trust U/D/T
     dated December 30, 1998. Also includes 220,386 shares of common stock held
     by Cindy A. Labuda, trustee of the Cindy A. Labuda Separate Property Trust
     U/D/T dated December 30, 1998 and 150,000 shares held in the name of the
     Kira Anne Labuda Trust dated 12/31/97. Mr. Labuda disclaims beneficial
     ownership of all of these 370,386 shares.
 (3) Includes 75,000 shares held in trust for Allison Sommer, 75,000 shares
     held in trust for Julia Sommer and 75,000 shares held in trust for Rachel
     Sommer. Mr. Sommer disclaims beneficial ownership of all of these
     225,000 shares. Includes 539,892 shares of common stock subject to
     Portal's right of repurchase. This repurchase right lapses with respect to
     22,497 shares per month.
 (4) Includes 278,042 shares of common stock subject to Portal's right of
     repurchase. This repurchase right lapses with respect to 14,064 shares per
     month.
 (5) Includes 121,539 shares of common stock subject to Portal's right of
     repurchase. This repurchase right lapses with respect to 4,860 shares per
     month.
 (6) Includes 99,996 shares of common stock which are subject to Portal's right
     of repurchase. Such repurchase right lapses as to 37,500 shares on April
     16, 1999 and as to 3,126 shares per month from April 17, 1999 through
     April 16, 2002.
 (7) Includes 99,996 shares of common stock which are subject to Portal's right
     of repurchase as to 3,126 shares per month through April 16, 2002.
 (8) Includes 240,000 shares held by Francis A. Martin, III, trustee, for the
     benefit of Charles T. Spalding, 240,000 shares held by Francis A. Martin,
     III, trustee, for the benefit of Patrick M. Spalding and 240,000 shares
     held by Francis A. Martin, III, trustee, for the benefit of Consuelo Tobin
     and Martin Spalding. Mr. Spalding disclaims beneficial ownership of these
     720,000 shares.
 (9) Includes 152,502 shares held by Young Soo Ha and Dong Joo (Karen) Ha,
     trustees of the Ha Family 1997 Trust, dated December 22, 1997. Also
     includes 60,000 shares held by Linda Chang, trustee of the Perry Joo-Hyup
     Ha 1997 Trust, dated December 22, 1997.
(10) Includes 1,200,000 shares of common stock issuable upon exercise of
     immediately exercisable options, and 1,242,657 shares of common stock
     subject to Portal's right of repurchase. This repurchase right lapses with
     respect to 41,421 shares per month.

                                       65
<PAGE>

                          DESCRIPTION OF CAPITAL STOCK


  The authorized capital stock of Portal consists of 250,000,000 shares of
common stock, $0.001 par value, and 5,000,000 shares of preferred stock, $0.001
par value. Immediately following the completion of this offering, and assuming
no exercise of the underwriters' over-allotment option, an aggregate of
77,440,381 shares of common stock will be issued and outstanding, and no shares
of preferred stock will be issued and outstanding.

  The following description of Portal's capital stock is subject to and
qualified by Portal's certificate of incorporation and bylaws and by the
provisions of the applicable Delaware law.

                                  Common Stock

  The holders of common stock are entitled to one vote per share on all matters
to be voted upon by the stockholders. Subject to preferences that may be
applicable to any preferred stock that may come into existence, the holders of
common stock are entitled to receive ratably those dividends, if any, as may be
declared from time to time by the board of directors out of funds legally
available for dividends. See "Dividend Policy". In the event of liquidation,
dissolution or winding up of Portal, the holders of common stock are entitled
to share ratably in all assets remaining after payment of liabilities, subject
to prior distribution rights of preferred stock, if any, then outstanding. The
common stock has no preemptive or conversion rights or other subscription
rights. There are no redemption or sinking fund provisions applicable to the
common stock. All outstanding shares of common stock are fully paid and
nonassessable, and the shares of common stock to be outstanding upon completion
of this offering will be fully paid and nonassessable.

                                Preferred Stock

  Portal's board of directors is authorized to issue from time to time, without
stockholder authorization, in one or more designated series, any or all of the
authorized but unissued shares of preferred stock of Portal with any dividend,
redemption, conversion and exchange provisions as may be provided in the
particular series. Any series of preferred stock may possess voting, dividend,
liquidation and redemption rights superior to that of the common stock. The
rights of the holders of common stock will be subject to, and may be adversely
affected by, the rights of the holders of any preferred stock that may be
issued in the future. Issuance of a new series of preferred stock, while
providing desirable flexibility in connection with possible acquisitions and
other corporate purposes, could have the effect of entrenching Portal's board
of directors and making it more difficult for a third party to acquire, or
discourage a third party from acquiring, a majority of the outstanding voting
stock of Portal. Portal has no present plans to issue any shares of or
designate any series of preferred stock.

                                    Warrants

  At July 31, 1999, there were warrants outstanding to purchase a total of
230,097 shares of common stock warrants at $1.50 per share. These warrants will
expire in September 2003.

                               Private Placement

  In April 1999, Portal entered into strategic alliances and stock purchase
agreements with both Andersen Consulting and Cisco. Concurrent with its initial
public offering, Portal sold 3,000,000 shares of common stock to Cisco and
380,184 shares of common stock to Andersen Consulting. The stock purchase
agreements further provide the following:

  Transfer Restrictions. Andersen Consulting and Cisco have agreed not to sell,
transfer, encumber or otherwise dispose of any of the common stock acquired in
the private placement concurrent with our initial public offering in a public
or private sale for a period of one year following the closing of the

                                       66
<PAGE>

concurrent placement, except that Andersen Consulting has certain registration
rights in connection with any subsequent registration by Portal of its
securities prior to May 2001 of the closing of the concurrent placement.

  In addition, Andersen Consulting has agreed that it will:

  .  notify Portal of and jointly announce any sale of Portal common stock;
     and

  .  vote all shares of common stock owned by it on the sale of all or
     substantially all of the assets of Portal or a merger in which Portal is
     not the surviving entity and take action with respect to a third-party
     tender offer, other than a hostile tender offer, in accordance with the
     direction of Portal's chief executive offer.

Cisco has agreed that it will:

  .  notify Portal of any sale of Portal common stock; and

  .  at any time after it owns in excess of 9.5% of Portal's outstanding
     common stock and Portal's board of directors approves a sale of
     substantially all of Portal's assets or a merger in which Portal is not
     the surviving entity, vote its shares of Portal common stock in the same
     proportion as the other stockholders of Portal.

  Control Provisions. In the event that Portal enters into negotiation with
certain third parties regarding a potential merger, acquisition or other
business combination, Portal must notify Cisco of its intent to enter into such
transaction, no later than seven days prior to executing a definitive
agreement. Cisco has seven days from the date of Portal's notification to
prepare its own offer for consideration by Portal and its board of directors.
This right of notification terminates if:

  .  Cisco sells or transfers more than 25% of the common stock acquired in
     the concurrent placement; or

  .  Cisco announces or otherwise indicates its intention to acquire a
     controlling interest in Portal.

  Registration Rights. Andersen Consulting and Cisco have the following rights
with respect to the registration of their shares of common stock under the
Securities Act. During the period between May 10, 2000 and May 10, 2001, Cisco
may require Portal to register all but not less than all of its shares of
common stock on Form S-3 under the Securities Act, provided that such form is
available to Portal. Through May 10, 2001, if Portal proposes to register any
of its securities under the Securities Act either for its own account or the
account of other securityholders, Andersen Consulting is entitled to receive
notice of the registration and in general to include its shares of common stock
in the registration statement. Portal has agreed to pay all expenses related to
such registrations, except for underwriting discounts and commissions.

                              Registration Rights

  Under the Amended and Restated Investor Rights Agreement dated as of
January 29, 1998, as amended on March 3, 1998 and April 17, 1998, among Portal
and certain holders of its securities, the holders of approximately 30,171,948
shares of common stock, or Registrable Securities, are entitled to certain
rights with respect to the registration of the Registrable Securities under the
Securities Act. Under the Investor Rights Agreement, if Portal proposes to
register any of its securities under the Securities Act, either for its own
account or the account of other stockholders, the holders of Registrable
Securities are entitled to notice of such registration and are entitled to
include their Registrable Securities in the registration. In addition, if at
any time beginning three months after the date of the prospectus for its
initial public offering, Portal receives a request from certain holders of at
least 20% of the Registrable Securities, Portal is obligated to cause these
shares to be registered under the Securities Act, provided that the offering
size would exceed $10,000,000. Certain holders of Registrable Securities have
the right to cause three demand registrations. Further, holders of Registrable
Securities may require Portal to

                                       67
<PAGE>

register all or a portion of their Registrable Securities on Form S-2 or Form
S-3 under the Securities Act, provided that the offering size would exceed
$1,000,000, when these forms become available for use by Portal, and subject to
certain other conditions and limitations. The holders' rights with respect to
all these registrations are subject to certain conditions, including the right
of the underwriters of any of these offerings to limit the number of shares
included in any of these registrations. Portal has agreed to pay all expenses
related to certain of these registrations, except for underwriting discounts
and commissions, to effect the registration and sale of the Registrable
Securities.

Antitakeover Effects of Provisions of the Certificate of Incorporation, Bylaws,
Delaware Law and Certain Provisions of a Strategic Partner Agreement

  Portal's certificate of incorporation authorizes the board to establish one
or more series of undesignated preferred stock, the terms of which can be
determined by the board at the time of issuance. See "--Preferred Stock". The
certificate of incorporation also provides that all stockholder action must be
effected at a duly called meeting of stockholders and not by a consent in
writing. In addition, the certificate of incorporation and bylaws do not permit
stockholders of Portal to call a special meeting of stockholders. Only Portal's
Chief Executive Officer, President, Chairman of the Board or a majority of the
board are permitted to call a special meeting of stockholders. The certificate
of incorporation also provides that the board is divided into three classes,
with each director assigned to a class with a term of three years, and that the
number of directors may only be determined by the board of directors. The
bylaws also require that stockholders give advance notice to Portal's Secretary
of any nominations for director or other business to be brought by stockholders
at any stockholders' meeting, and that the Chairman has the authority to
adjourn any such meeting. The bylaws also require a supermajority vote of
stockholders or a majority vote of the board of directors to amend the bylaws.
These provisions of the restated certificate of incorporation and the bylaws
could discourage potential acquisition proposals and could delay or prevent a
change in control of Portal. These provisions also may have the effect of
preventing changes in the management of Portal. See "Risk Factors--Our officers
and directors will be able to exert significant control on Portal" and "--We
are subject to anti-takeover provisions that could delay or prevent an
acquisition of our company".

  Portal is subject to Section 203 of the Delaware General Corporation Law,
which, subject to certain exceptions, prohibits a Delaware corporation from
engaging in any business combination with any interested stockholder for a
period of three years following the date that the stockholder became an
interested stockholder, unless:

    (i) prior to that date, the board of directors of the corporation
  approved either the business combination or the transaction that resulted
  in the stockholder becoming an interested stockholder;

    (ii) upon consummation of the transaction that resulted in the
  stockholder becoming an interested stockholder, the interested stockholder
  owned at least 85% of the voting stock of the corporation outstanding at
  the time the transaction commenced, excluding for purposes of determining
  the number of shares outstanding those shares owned:

      (x) by persons who are directors and also officers; and

      (y) by employee stock plans in which employee participants do not
    have the right to determine confidentially whether shares held subject
    to the plan will be tendered in a tender or exchange offer; or

    (iii) on or subsequent to that date, the business combination is approved
  by the board of directors and authorized at an annual or special meeting of
  stockholders, and not by written consent, by the affirmative vote of at
  least 66 2/3% of the outstanding voting stock that is not owned by the
  interested stockholder.

                                       68
<PAGE>

  Section 203 defines "business combination" to include the following:

  . any merger or consolidation involving the corporation and the interested
    stockholder;

  . any sale, transfer, pledge or other disposition of 10% or more of the
    assets of the corporation involving the interested stockholder;

  . subject to certain exceptions, any transaction that results in the
    issuance or transfer by the corporation of any stock of the corporation
    to the interested stockholder;

  . any transaction involving the corporation that has the effect of
    increasing the proportionate share of the stock of any class or series of
    the corporation beneficially owned by the interested stockholder; or

  . the receipt by the interested stockholder of the benefit of any loans,
    advances, guarantees, pledges or other financial benefits provided by or
    through the corporation.

  In general, Section 203 defines an interested stockholder as any entity or
person beneficially owning 15% or more of the outstanding voting stock of the
corporation and any entity or person affiliated with or controlling or
controlled by any of these entities or persons.

  If Portal enters into negotiation with certain third parties regarding a
potential merger, acquisition or other business combination, Portal must notify
Cisco of its intent to enter into such transaction no later than seven days
prior to executing a definitive agreement. Cisco has seven days from the date
of Portal's notification to prepare its own offer for consideration by Portal
and its board of directors. This right of notification terminates if:

  . Cisco sells or transfers more than 25% of the common stock acquired in
    the concurrent placement; or

  . Cisco announces or otherwise indicates its intention to acquire a
    controlling interest in Portal.

                          Transfer Agent and Registrar

  The Transfer Agent and Registrar for the common stock is EquiServe.

                                       69
<PAGE>

                        SHARES ELIGIBLE FOR FUTURE SALE


  Future sales of substantial amounts of common stock, including shares issued
upon exercise of outstanding options or warrants, in the public market could
adversely affect prevailing market prices from time to time. Furthermore, since
only a limited number of shares will be available for sale shortly after this
offering because of certain contractual and legal restrictions on resale, as
described below, sales of a substantial amount of common stock in the public
market after the restrictions lapse could adversely affect the prevailing
market price and the ability of Portal to raise equity capital in the future.

  Upon completion of this offering, Portal will have 77,440,381 shares of
common stock outstanding, assuming no exercise of the underwriters' over-
allotment option and no exercise of options and warrants after July 31, 1999.
Of these shares, the 5,000,000 shares sold in this offering and the 4,000,000
sold in connection with Portal's initial public offering will be freely
tradable without restriction or further registration under the Securities Act,
except that any shares purchased by "affiliates" of Portal, as that term is
defined in Rule 144 under the Securities Act, may generally only be sold
pursuant to an effective registration statement under the Securities Act or in
compliance with the limitations of Rule 144 as described below.

  The remaining 68,440,381 shares of common stock are "Restricted Securities"
as that term is defined in Rule 144. Of these shares, approximately 29,169,064
shares will be available for sale in the public market following the expiration
of the ninety (90) day lock-up agreement described below, approximately
38,138,176 shares, which are currently subject to lockup agreements in
connection with Portal's initial public offering, will be available for sale in
the public market on November 2, 1999 (   of which are eligible for resale
under Rule 144(k) and    of which are eligible for resale under Rule 144
subject to volume limitations as described below including 18,138,756 shares
held by entities affiliated with Accel Partners). If Accel Partners distributes
any of its shares to its limited partners, any shares distributed will not be
subject to the volume limitations under Rule 144 and may be sold under Rule
144(k). In addition, 3,380,184 shares will be available for sale to the public
following the expiration of the one-year lockup period under the stock purchase
agreements entered into in connection with the private placement entered into
in connection with Portal's initial public offering, subject in each case to
restrictions on these sales. In addition, the holders of warrants for 230,097
shares of common stock can exercise these warrants at any time, but these
shares cannot be sold until November 2, 1999. Beginning six months after the
date of the initial public offering prospectus the holders of 33,552,132
restricted shares and the holders of warrants for 230,097 shares of common
stock are entitled to certain rights with respect to registration of these
shares for sale in the public market. If these holders sell in the public
market these sales could have a material adverse effect on the market price of
the common stock.

  In connection with this offering, all of the officers and directors and
certain stockholders and optionholders of Portal have entered into lock-up
agreements generally providing that they will not offer, pledge, sell, offer to
sell, contract to sell, sell any option or contract to purchase, purchase any
option to sell, grant any option, right or warrant to purchase, or otherwise
transfer or dispose of, directly or indirectly, any of the shares of common
stock or any securities convertible into, or exercisable or exchangeable for,
common stock owned by them, or enter into any swap or other arrangement that
transfers to another, in whole or in part, any of the economic consequences of
ownership of the common stock, for a period of 90 days after the effective date
of this offering, without the prior written consent of Goldman, Sachs & Co.
subject to certain limited exceptions. Goldman, Sachs & Co. may, in its sole
discretion and at any time without notice, release all or any portion of the
securities subject to lock-up agreements. Goldman, Sachs & Co. currently has no
plans to

                                       70
<PAGE>

release any portion of the securities subject to lock-up agreements. When
determining whether to release shares from the lock-up agreements, Goldman,
Sachs & Co. will consider, among other factors, the stockholder's reasons for
requesting the release, the number of shares for which the release is being
requested and market conditions at the time. Following the expiration of the
90-day lock-up period, approximately 29,169,064 shares of common stock will be
available for sale in the public market subject to compliance with Rule 144 or
Rule 701.

  In general, under Rule 144 as currently in effect, an affiliate of Portal or
a person (or persons whose shares are aggregated) who has beneficially owned
Restricted Shares for at least one year, including the holding period of any
prior owner other than a person who may be deemed an affiliate of Portal, is
entitled to sell within any three-month period a number of shares of common
stock that does not exceed the greater of 1% of the then-outstanding shares of
common stock (approximately 774,404 shares after giving effect to this
offering) and the average weekly trading volume of the common stock on The
Nasdaq National Market during the four calendar weeks preceding the filing of a
Form 144 notice with respect to this sale. Sales under Rule 144 of the
Securities Act are subject to certain restrictions relating to manner of sale,
notice and the availability of current public information about Portal. Under
Rule 144(k), a person who is not an affiliate of Portal at any time during the
ninety days preceding a sale, and who has beneficially owned shares for at
least two years including the holding period of any prior owner other than a
person who may be deemed an affiliate of Portal, would be entitled to sell
those shares immediately following this offering without regard to the volume
limitations, manner of sale provisions or notice or other requirements of Rule
144 of the Securities Act. However, the transfer agent may require an opinion
of counsel that a proposed sale of shares comes within the terms of Rule 144 of
the Securities Act prior to effecting a transfer of these shares.


                                 LEGAL MATTERS

  The validity of the common stock offered will be passed upon for Portal by
Brobeck, Phleger & Harrison LLP, Palo Alto, California. Members of the firm
Brobeck, Phleger & Harrison LLP beneficially own an aggregate of 12,683 shares
of Portal's common stock. Certain legal matters in connection with the offering
will be passed upon for the underwriters by Shearman & Sterling, Menlo Park,
California.

                                    EXPERTS

  Ernst & Young LLP, independent auditors, have audited Portal's consolidated
financial statements at January 31, 1998 and 1999 and for each of the three
years in the period ended January 31, 1999, as set forth in their report, which
is included in this prospectus. Portal's consolidated financial statements are
included in this prospectus in reliance on Ernst & Young LLP's report, given on
their authority as experts in accounting and auditing.

                                       71
<PAGE>

                             ADDITIONAL INFORMATION

  We have filed with the SEC, Washington, D.C. 20549, under the Securities Act,
as amended, a registration statement on Form S-1 relating to the common stock
offered in this prospectus. This prospectus does not contain all of the
information set forth in the registration statement and its exhibits and
schedules. For further information with respect to Portal and the shares Portal
is offering pursuant to this prospectus you should refer to the registration
statement, including its exhibits and schedules. Statements contained in this
prospectus as to the contents of any contract, agreement or other document
referred to are not necessarily complete, and you should refer to the copy of
that contract or other document filed as an exhibit to the registration
statement or any other document. You may inspect a copy of the registration
statement without charge at the Public Reference Section of the SEC at
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 or at the SEC's
regional offices at 5670 Wilshire Boulevard, 11th Floor, Los Angeles,
California 90036. The SEC maintains an Internet site that contains reports,
proxy information statements and other information regarding registrants that
file electronically with the SEC. The SEC's world wide Web address is
www.sec.gov.

  We are subject to the informational requirements of the Exchange Act and,
files reports, proxy statements and other information with the SEC. These
reports, proxy statements and other information filed by us can be inspected
and copied at the public reference facilities maintained by the SEC at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549 or at the SEC's regional
offices located at 5670 Wilshire Boulevard, 11th Floor, Los Angeles, California
90036. Copies of this material can also be obtained from the Public Reference
Section of the SEC at Room 1024, 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. The Commission also makes electronic filings
publicly available on the Internet within 24 hours of acceptance. Our common
stock is quoted on the Nasdaq National Market. Reports, proxy and information
statements and other information concerning Portal may be inspected at the
National Association of Securities Dealers, Inc. at 1735 K Street, N.W.,
Washington, D.C. 20006.

  Portal intends to furnish holders of its common stock with annual reports
containing, among other information, audited consolidated financial statements
certified by an independent public accounting firm and quarterly reports
containing unaudited condensed financial information for the first three
quarters of each fiscal year. Portal intends to furnish these other reports as
it may determine or as may be required by law.


                                       72
<PAGE>

                             PORTAL SOFTWARE, INC.

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<S>                                                                         <C>
Report of Ernst & Young LLP, Independent Auditors.......................... F-2

Consolidated Balance Sheets................................................ F-3

Consolidated Statements of Operations...................................... F-4

Consolidated Statements of Stockholders' Equity (Net Capital Deficiency)... F-5

Consolidated Statements of Cash Flows...................................... F-6

Notes to Consolidated Financial Statements................................. F-7
</TABLE>

                                      F-1
<PAGE>

               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, 1998 and 1999, and the related consolidated
statements of operations, stockholders' equity (net capital deficiency), and
cash flows for the three years in the period ended January 31, 1999. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

  We conducted our audits in accordance with generally accepted auditing
standards. 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, 1998 and 1999 and the consolidated results of its
operations and its cash flows for the three years in the period ended January
31, 1999 in conformity with generally accepted accounting principles.

                                                  Ernst & Young LLP

Palo Alto, California
February 24, 1999
Except for the first and second paragraphs of Note 6,
 as to which the date is April 29, 1999

                                      F-2
<PAGE>

                             PORTAL SOFTWARE, INC.

                          CONSOLIDATED BALANCE SHEETS
                                 (in thousands)

<TABLE>
<CAPTION>
                                                   January 31,
                                                ------------------   July 31,
                                                  1998      1999       1999
                                                --------  --------  -----------
                                                                    (unaudited)
Assets
<S>                                             <C>       <C>       <C>
Current assets:
 Cash and cash equivalents..................... $ 14,646  $ 11,809   $ 71,044
 Short-term investments........................      --        --      37,609
 Accounts receivable, net of allowance for
  doubtful accounts of $50 and $940 at January
  31, 1998 and 1999 and $988 at July 31, 1999..    5,697    14,474     12,705
 Restricted short-term investments.............      --        --         750
 Other current assets..........................      100     1,440      5,016
                                                --------  --------   --------
  Total current assets.........................   20,443    27,723    127,124
Property and equipment, net....................    2,537     4,417      7,053
Restricted long-term investments...............      --        --       2,259
Other assets...................................      145       204      3,462
                                                --------  --------   --------
                                                $ 23,125  $ 32,344   $139,898
                                                ========  ========   ========
Liabilities and Stockholders' Equity (Net
 Capital Deficiency)
Current liabilities:
 Accounts payable.............................. $  1,542  $  2,567   $  4,377
 Accrued compensation..........................      903     1,147      4,997
 Other accrued liabilities.....................    1,076     5,214      5,120
 Current portion of long-term debt.............    1,500     4,122        --
 Current portion of capital lease obligations..      --        479        479
 Deferred revenue..............................    8,841    23,344     27,304
                                                --------  --------   --------
  Total current liabilities....................   13,862    36,873     42,277
Long-term debt.................................    1,500       --         --
Long-term portion of capital lease
 obligations...................................      --      2,022      2,119
Commitments
Stockholders' equity (net capital deficiency):
 Convertible preferred stock, no par value,
  issuable in series: 28,311 and 28,652 shares
  issued and outstanding at January 31, 1998
  and 1999; 5,000 shares authorized at July 31,
  1999, $0.001 par value, none issued at July
  31, 1999; aggregate liquidation preference of
  $18,423 at January 31, 1999..................   18,117    18,482        --
 Common stock, no par value, 35,000 shares
  authorized at January 31, 1998 and 1999
  (250,000 shares, $0.001 par value per share
  at July 31, 1999); 39,184, 42,594 and 79,323
  shares issued and 38,172, 39,183 and 75,440
  shares outstanding at January 31, 1998, 1999
  and July 31, 1999............................      177       927         75
 Additional paid-in capital....................      --     16,753    139,546
 Net unrealized loss on investments and other..      --        --         (66)
 Notes receivable from stockholders............      --       (318)      (359)
 Deferred stock compensation...................      --    (14,456)    (9,445)
 Accumulated deficit...........................  (10,531)  (27,939)   (34,249)
                                                --------  --------   --------
  Stockholders' equity (net capital
   deficiency).................................    7,763    (6,551)    95,502
                                                --------  --------   --------
                                                $ 23,125  $ 32,344   $139,898
                                                ========  ========   ========
</TABLE>

                            See accompanying notes.

                                      F-3
<PAGE>

                             PORTAL SOFTWARE, INC.

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                    (in thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                                Six Months
                                                                   Ended
                                   Year Ended January 31,        July 31,
                                  --------------------------  ----------------
                                   1997     1998      1999     1998     1999
                                  -------  -------  --------  -------  -------
                                                                (unaudited)
<S>                               <C>      <C>      <C>       <C>      <C>
Revenues:
 License fees...................  $ 3,944  $ 6,892  $ 13,536  $ 4,061  $21,715
 Services.......................    1,101    2,524    13,133    4,292   14,260
                                  -------  -------  --------  -------  -------
  Total revenues................    5,045    9,416    26,669    8,353   35,975
                                  -------  -------  --------  -------  -------
Costs and expenses:
 Cost of license fees...........       62      970       458      146      506
 Cost of services...............      518    2,152     9,425    2,874    8,990
 Research and development.......    2,527    5,628    11,252    4,667   10,456
 Sales and marketing............    2,371    5,436    14,112    5,141   16,157
 General and administrative.....    1,821    2,616     6,253    1,987    5,154
 Amortization of deferred stock
  compensation..................      --       --      2,297      330    5,011
                                  -------  -------  --------  -------  -------
  Total costs and expenses......    7,299   16,802    43,797   15,145   46,274
                                  -------  -------  --------  -------  -------
Loss from operations............   (2,254)  (7,386)  (17,128)  (6,792) (10,299)
Interest and other income, net..       20       39       540      336    1,284
Gain on sale of investment......      --       --        311      --       --
One-time gain upon expiration of
 unexercised put option on
 common stock...................      --       --        --       --     3,810
Interest expense................      (40)    (240)     (416)    (185)    (289)
                                  -------  -------  --------  -------  -------
Loss before income taxes........   (2,274)  (7,587)  (16,693)  (6,641)  (5,494)
Provision for income taxes......      --       --       (715)     (15)    (816)
                                  -------  -------  --------  -------  -------
Net loss........................  $(2,274) $(7,587) $(17,408) $(6,656) $(6,310)
                                  =======  =======  ========  =======  =======
Basic and diluted net loss per
 share..........................  $ (0.18) $ (0.37) $  (0.59) $ (0.24) $ (0.13)
                                  =======  =======  ========  =======  =======
Shares used in computing basic
 and diluted net loss per
 share..........................   12,432   20,786    29,531   27,234   50,244
                                  =======  =======  ========  =======  =======
Pro forma basic and diluted net
 loss per share (unaudited).....                    $  (0.30) $ (0.12) $ (0.10)
                                                    ========  =======  =======
Shares used in computing pro
 forma basic and diluted net
 loss per share (unaudited).....                      58,084   55,687   66,244
                                                    ========  =======  =======
</TABLE>

                            See accompanying notes.

                                      F-4
<PAGE>

                             PORTAL SOFTWARE, INC.

   CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (NET CAPITAL DEFICIENCY)
                     (in thousands, except share amounts)

<TABLE>
<CAPTION>
                                                                           Net
                       Convertible                                     Unrealized     Notes
                     Preferred Stock       Common Stock     Additional   Loss on    Receivable    Deferred
                  ---------------------  ------------------  Paid-In   Investments     From        Stock     Accumulated
                     Shares     Amount     Shares    Amount  Capital    and Other  Stockholders Compensation   Deficit
                  ------------ --------  ----------  ------ ---------- ----------- ------------ ------------ -----------
<S>               <C>          <C>       <C>         <C>    <C>        <C>         <C>          <C>          <C>
Balances at
January 31,
1996............           --  $    --   26,322,105   $ 19   $    --      $ --        $ --        $   --        $ (670)
Issuance of
Series A
preferred stock
for cash and
note
receivable......    11,520,000    1,920         --     --         --        --          (20)          --           --
Conversion of
convertible
promissory notes
and accrued
interest into
Series A
preferred
stock...........     3,616,590      603         --     --         --        --          --            --           --
Issuance of
Series A
preferred stock
upon exercise of
warrants........     3,075,000      512         --     --         --        --          --            --           --
Issuance of
common stock
upon exercise of
stock options...           --       --      226,500      4        --        --          --            --           --
Issuance of
common stock for
cash, net of
repurchases.....           --       --    1,616,511     17        --        --          --            --           --
Issuance of
common stock
upon exercise of
warrants........           --       --    1,500,000      1        --        --          --            --           --
Net loss........           --       --          --     --         --        --          --            --        (2,274)
                  ------------ --------  ----------   ----   --------     -----       -----       -------     --------
Balances at
January 31,
1997............    18,211,590    3,035  29,665,116     41        --        --          (20)          --        (2,944)
Payment received
on notes
receivable......           --       --          --     --         --        --           20           --           --
Issuance of
Series A
preferred stock
upon exercise of
warrants........       100,050       17         --     --         --        --          --            --           --
Issuance of
Series B
preferred stock
net of issuance
costs of $39....     9,999,999   14,961         --     --         --        --          --            --           --
Issuance of
common stock
upon exercise of
options, net of
repurchases.....           --       --    8,297,670    136        --        --          --            --           --
Issuance of
Series B
preferred stock
warrants in
connection with
long-term debt..           --       104         --     --         --        --          --            --           --
Net loss........           --       --          --     --         --        --          --            --        (7,587)
                  ------------ --------  ----------   ----   --------     -----       -----       -------     --------
Balances at
January 31,
1998............    28,311,639   18,117  37,962,786    177        --        --          --            --       (10,531)
Issuance of
Series A
preferred stock
upon exercise of
warrants........       104,550       17         --     --         --        --          --            --           --
Issuance of
Series B
preferred
stock...........       235,998      348         --     --         --        --          --            --           --
Issuance of
common stock
upon exercise of
stock options,
net of
repurchases.....           --       --    1,201,896    749        --        --         (318)          --           --
Issuance of
common stock
upon exercise of
warrants........           --       --       18,861      1        --        --          --            --           --
Deferred stock
compensation....           --       --          --     --      16,753       --          --        (16,753)         --
Amortization of
deferred stock
compensation....           --       --          --     --         --        --          --          2,297          --
Net loss........           --       --          --     --         --        --          --            --       (17,408)
                  ------------ --------  ----------   ----   --------     -----       -----       -------     --------
Balances at
January 31,
1999............    28,652,187   18,482  39,183,543    927     16,753       --         (318)      (14,456)     (27,939)
Issuance of
Series A
preferred stock
upon exercise of
warrants
(unaudited).....       341,100       58         --     --         --        --          --            --           --
Conversion of
preferred stock
to common stock
upon completion
of initial
public offering
(unaudited).....  (28,993,287)  (18,540) 28,993,287     29     18,511       --          --            --           --
Issuance of
common stock
upon initial
public offering
and private
placement
(unaudited).....           --       --    7,980,599      8    102,360       --          --            --           --
Reincorporation
to Delaware
(unaudited).....           --       --          --    (888)       888       --          --            --           --
Issuance of
common stock
upon exercise of
stock options,
net of
repurchases
(unaudited).....           --       --     (802,506)    (1)       916       --          (41)          --           --
Issuance of
common stock for
cash
(unaudited).....           --       --       72,957    --         118       --          --            --           --
Issuance of
common stock
upon exercise of
warrants
(unaudited).....           --       --       12,501    --         --        --          --            --           --
Net unrealized
loss on
investments
(unaudited).....           --       --          --     --         --       (105)        --            --           --
Translation
adjustment and
other
(unaudited).....           --       --          --     --         --         39         --            --           --
Amortization of
deferred stock
compensation
(unaudited).....           --       --          --     --         --        --          --          5,011          --
Net loss
(unaudited).....           --       --          --     --         --        --          --            --        (6,310)
                  ============ ========  ==========   ====   ========     =====       =====       =======     ========
Balances at July
31, 1999
(unaudited).....           --  $    --   75,440,381   $ 75   $139,546     $ (66)      $(359)      $(9,445)    $(34,249)
                  ============ ========  ==========   ====   ========     =====       =====       =======     ========
<CAPTION>
                      Total
                  Stockholders'
                     Equity
                  (Net Capital
                   Deficiency)
                  -------------
<S>               <C>
Balances at
January 31,
1996............     $  (651)
Issuance of
Series A
preferred stock
for cash and
note
receivable......       1,900
Conversion of
convertible
promissory notes
and accrued
interest into
Series A
preferred
stock...........         603
Issuance of
Series A
preferred stock
upon exercise of
warrants........         512
Issuance of
common stock
upon exercise of
stock options...           4
Issuance of
common stock for
cash, net of
repurchases.....          17
Issuance of
common stock
upon exercise of
warrants........           1
Net loss........      (2,274)
                  -------------
Balances at
January 31,
1997............         112
Payment received
on notes
receivable......          20
Issuance of
Series A
preferred stock
upon exercise of
warrants........          17
Issuance of
Series B
preferred stock
net of issuance
costs of $39....      14,961
Issuance of
common stock
upon exercise of
options, net of
repurchases.....         136
Issuance of
Series B
preferred stock
warrants in
connection with
long-term debt..         104
Net loss........      (7,587)
                  -------------
Balances at
January 31,
1998............       7,763
Issuance of
Series A
preferred stock
upon exercise of
warrants........          17
Issuance of
Series B
preferred
stock...........         348
Issuance of
common stock
upon exercise of
stock options,
net of
repurchases.....         431
Issuance of
common stock
upon exercise of
warrants........           1
Deferred stock
compensation....         --
Amortization of
deferred stock
compensation....       2,297
Net loss........     (17,408)
                  -------------
Balances at
January 31,
1999............      (6,551)
Issuance of
Series A
preferred stock
upon exercise of
warrants
(unaudited).....          58
Conversion of
preferred stock
to common stock
upon completion
of initial
public offering
(unaudited).....         --
Issuance of
common stock
upon initial
public offering
and private
placement
(unaudited).....     102,368
Reincorporation
to Delaware
(unaudited).....         --
Issuance of
common stock
upon exercise of
stock options,
net of
repurchases
(unaudited).....         874
Issuance of
common stock for
cash
(unaudited).....         118
Issuance of
common stock
upon exercise of
warrants
(unaudited).....         --
Net unrealized
loss on
investments
(unaudited).....        (105)
Translation
adjustment and
other
(unaudited).....          39
Amortization of
deferred stock
compensation
(unaudited).....       5,011
Net loss
(unaudited).....      (6,310)
                  =============
Balances at July
31, 1999
(unaudited).....     $95,502
                  =============
</TABLE>
                            See accompanying notes.

                                      F-5
<PAGE>

                             PORTAL SOFTWARE, INC.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)
<TABLE>
<CAPTION>
                                                             Six Months Ended
                                  Year Ended January 31,         July 31,
                                 --------------------------  ------------------
                                  1997     1998      1999      1998      1999
                                 -------  -------  --------  --------  --------
                                                                (unaudited)
<S>                              <C>      <C>      <C>       <C>       <C>
OPERATING ACTIVITIES:
 Net loss......................  $(2,274) $(7,587) $(17,408) $ (6,656) $ (6,310)
 Adjustments to reconcile net
  loss to net cash provided by
  (used in)
  operating activities:
 Depreciation and
  amortization.................      236      525       940       399     1,029
 Amortization of deferred
  stock compensation...........      --       --      2,297       330     5,011
 Issuance of preferred stock
  upon conversion of interest
  payable......................       56      --        --        --        --
 One-time gain upon expiration
  of unexercised put option on
  common stock.................      --       --        --        --     (3,810)
 Changes in operating assets
  and liabilities:
  Accounts receivable, net.....     (682)  (4,966)   (8,777)   (1,844)    1,769
  Other current assets.........      (35)     (52)   (1,340)      (85)   (1,921)
  Other assets.................      (10)     (39)      (59)       90      (211)
  Accounts payable.............      193    1,222     1,025      (234)    1,810
  Accrued compensation.........       (1)     569       244       233     3,849
  Other accrued liabilities....      724      232     4,138     2,979       (90)
  Deferred revenue.............    1,420    7,421    15,625      (282)    3,959
                                 -------  -------  --------  --------  --------
   Net cash provided by (used
    in) operating activities...     (373)  (2,675)   (3,315)   (5,070)    5,085
                                 -------  -------  --------  --------  --------
INVESTING ACTIVITIES:
 Purchases of short-term
  investments..................      --       --        --        --    (38,732)
 Purchases of long-term
  investments..................      --       --        --        --     (2,299)
 Purchases of property and
  equipment....................     (943)  (1,855)      --        --     (3,354)
                                 -------  -------  --------  --------  --------
   Net cash provided by (used
    in) investing activities...     (943)  (1,855)      --        --    (44,385)
                                 -------  -------  --------  --------  --------
FINANCING ACTIVITIES:
 Payment received on
  stockholder note receivable..      --        20       --        --        --
 Repayment of convertible
  notes........................     (250)     --        --        --        --
 Issuance of long-term debt....      400    3,000       --        --        --
 Repayment of long-term debt...      (56)    (498)      --        --     (4,122)
 Proceeds from line of credit..      --       --        --        --      1,000
 Repayment of line of credit...      --       --        --        --     (1,000)
 Principal payments under
  capital lease obligations,
  net of proceeds..............      --       --       (319)       79      (239)
 Proceeds from issuance of
  common stock, net of
  repurchases..................       22      136       432       106   102,850
 Proceeds from issuance of
  preferred stock..............    2,412   14,978       365       128       --
                                 -------  -------  --------  --------  --------
   Net cash from financing
    activities.................    2,528   17,636       478       313    98,489
                                 -------  -------  --------  --------  --------
Effect of exchange rate on cash
 and cash equivalents..........      --       --        --        --         46
                                 -------  -------  --------  --------  --------
Net increase (decrease) in cash
 and cash equivalents..........    1,212   13,106    (2,837)   (4,757)   59,235
Cash and cash equivalents at
 beginning of period ..........      328    1,540    14,646    14,646    11,809
                                 -------  -------  --------  --------  --------
Cash and cash equivalents at
 end of period ................  $ 1,540  $14,646  $ 11,809  $  9,889  $ 71,044
                                 =======  =======  ========  ========  ========
Supplemental disclosures of
 cash flow information:
 Cash paid during the period
  for interest.................  $    40  $    43  $    361  $    165  $    190
                                 =======  =======  ========  ========  ========
 Supplemental disclosures of
  non-cash financing activity:
 Conversion of principal
  portion of convertible notes
  into shares of Series A
  preferred stock..............  $   547  $   --   $    --   $    --   $    --
                                 =======  =======  ========  ========  ========
 Issuance of Series A preferred
  stock for stockholder note
  receivable...................  $    20  $   --   $    --   $    --   $    --
                                 =======  =======  ========  ========  ========
 Issuance of Series B preferred
  stock warrants in connection
  with
  long-term debt...............  $   --   $   104  $    --   $    --   $    --
                                 =======  =======  ========  ========  ========
 Issuance of debt upon
  conversion of customer
  deposit included in deferred
  revenue......................  $   --   $   --   $  1,122  $    --   $    --
                                 =======  =======  ========  ========  ========
 Equipment acquired under
  capital lease obligations....  $   --   $   --   $  2,820  $  1,311  $    336
                                 =======  =======  ========  ========  ========
 Deferred stock compensation
  related to options granted...  $   --   $   --   $ 16,753  $  1,963  $    --
                                 =======  =======  ========  ========  ========
 Issuance of common stock for
  stockholder notes
  receivable...................  $   --   $   --   $    318  $    --   $     41
                                 =======  =======  ========  ========  ========
 Conversion of Series A and
  Series B preferred stock to
  common stock.................  $   --   $   --   $    --   $    --    $18,482
                                 =======  =======  ========  ========  ========
</TABLE>
                            See accompanying notes.

                                      F-6
<PAGE>

                             PORTAL SOFTWARE, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      (Information as of July 31, 1999 and
      for the six month periods ended July 31, 1998 and 1999 is unaudited)

(1) Significant Accounting Policies:

 Nature of Business and Basis of Presentation

  Portal Software, Inc. or Portal, formerly Portal Information Network, Inc., a
California corporation, was incorporated in 1994. Portal markets and supports
real-time customer management and billing software, or CM&B software, for
providers of Internet-based services. Portal's software is a comprehensive
solution that is designed to meet the complex, mission-critical provisioning,
accounting, reporting and marketing needs of providers of Internet-based
services. Portal markets its products worldwide through a combination of a
direct sales force and distribution partners. Substantially all of Portal's
license revenues are derived from sales of its Infranet product.

  Portal has incurred operating losses to date and, at July 31, 1999, had an
accumulated deficit of $34.2 million. Portal's activities have been primarily
financed through private placements and public offerings of equity securities.
Portal may need to raise additional capital through the issuance of debt or
equity securities. Such financing may not be available on terms satisfactory to
Portal, if at all.

 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.

 Revenue Recognition

  License revenues are comprised of fees for multiyear 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 agreement 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. For electronic delivery, 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 on arrangements with customers who are not the ultimate
users (primarily resellers) is not recognized until the product is delivered to
the end user.

  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, revenue under the
arrangement is recognized using contract accounting. When software services are
not considered essential, the revenue allocable to the software services is
recognized as the services are performed. Portal generally considers software
services essential, unless the software is paid for before the services
commence and the services are limited to training or minimal installation.
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
recorded as deferred revenue.

                                      F-7
<PAGE>

                             PORTAL SOFTWARE, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                      (Information as of July 31, 1999 and
      for the six month periods ended July 31, 1998 and 1999 is unaudited)

(1) Significant Accounting Policies (continued)

 Revenue Recognition (continued)

  Portal adopted Statement of Position 97-2, Software Revenue Recognition, or
SOP 97-2, and Statement of Position 98-4, Deferral of the Effective Date of a
Provision of SOP 97-2, Software Revenue Recognition, or SOP 98-4, as of
February 1, 1998. SOP 97-2 and SOP 98-4 provide guidance for recognizing
revenue on software transactions and supersede SOP 91-1, Software Revenue
Recognition. The adoption of SOP 97-2 and SOP 98-4 did not have a material
impact on Portal's financial results. However, full implementation guidelines
for this standard have not yet been issued. Once available, the current revenue
accounting practices may need to change and such changes could affect Portal's
future revenues and results of operations.

  In December 1998, the American Institute of Certified Public Accountants or
AICPA issued Statement of Position 98-9, Modification of SOP 97-2, Software
Revenue Recognition, With Respect to Certain Transactions, or SOP 98-9. SOP 98-
9 amends SOP 98-4 to extend the deferral of the application of certain passages
of SOP 97-2 provided by SOP 98-4 through fiscal years beginning on or before
March 15, 1999. All other provisions of SOP 98-9 are effective for transactions
entered into in fiscal years beginning after March 15, 1999. Portal does not
expect the final adoption of SOP 98-9 to have a material impact on its future
revenues or results of operations.

 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 July 31, 1999, Portal has
charged all such costs to research and development expense in the period
incurred.

 Concentration of Credit Risk

  Portal sells its software and services to customers consisting mainly of
North American and European Internet service providers and enhanced service
developers. Portal performs ongoing credit evaluations of its customers and
does not require collateral. Portal maintains an allowance for potential credit
losses and such losses have been within management's expectations. During the
years ended January 31, 1998 and 1999 and the six months ended July 31, 1999,
Portal added approximately $50,000, $1.4 million and $0.1 million to its
allowance for doubtful accounts. Write-offs of uncollectible accounts totaled
$0.5 million for the year ended January 31, 1999 and $0.1 million for the six
months ended July 31, 1999 (none for the year ended January 31, 1998). There
were no bad debt charges or credits during the year ended January 31, 1997.

  One customer accounted for 36% of total revenue during the year ended January
31, 1997, and a different customer accounted for 47% of total revenue during
the year ended January 31, 1998. No individual customer accounted for greater
than 10% of total revenue for the year ended January 31, 1999 or the six months
ended July 31, 1998 or 1999.


                                      F-8
<PAGE>

                             PORTAL SOFTWARE, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                      (Information as of July 31, 1999 and
      for the six month periods ended July 31, 1998 and 1999 is unaudited)

(1) Significant Accounting Policies (continued)

 Segment Information

  In June 1997, the Financial Accounting Standards Board or FASB issued
Statement of Financial Accounting Standards No. 131, "Disclosures About
Segments of an Enterprise and Related Information," or FAS 131, effective for
financial statements for periods beginning after December 15, 1997. FAS 131
establishes standards for the way that public business enterprises report
financial and descriptive information about reportable operating segments in
annual financial statements and interim financial reports issued to
stockholders. Portal adopted FAS 131 effective February 1, 1998. Portal
operates solely in one segment, the development and marketing of CM&B software,
and therefore Portal is not impacted by the adoption of FAS 131. Portal's
foreign offices consist of sales, marketing and support activities through its
foreign subsidiaries and an overseas reseller network. Operating losses
generated by the foreign operations of Portal and their corresponding
identifiable assets were not material in any period presented.

  Portal's export revenue represented 13%, 15% and 27% of total revenues in the
years ending January 31, 1997, 1998 and 1999 and 15% and 31% for the six months
ended July 31, 1998 and 1999. All of the export sales to date have been
denominated in U.S. dollars and were derived from sales to Europe and Asia-
Pacific. Total export revenues for these years were $0.4 million, $1.1 million
and $4.4 million to customers in Europe and $0.3 million, $0.4 million and $2.7
million to customers primarily in the Asia-Pacific region. Total export
revenues for the six months ended July 31, 1998 and 1999 were $0.8 million and
$8.6 million to customers in Europe and $0.4 million and $2.5 million to
customers primarily in the Asia-Pacific region.

 Fair Value of Financial Instruments

  The fair value of notes receivable is estimated by discounting the future
cash flows using the current interest rates at which similar loans would be
made to borrowers with similar credit ratings and for the same remaining
maturities. The carrying value of the notes receivable approximated its fair
value.

  The fair value of 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. The
carrying values of these obligations approximate their respective fair values.

 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. Through January 31, 1999, Portal maintained cash and cash
equivalents in money market accounts with major financial institutions for
which the carrying amount approximated its fair value. Upon the completion of
the initial public offering in May 1999 (see Note 6), Portal received
additional cash which is available for investment. At July 31, 1999, cash
equivalents and short-term investments consist primarily of commercial paper,
other debt instruments and money market funds. All short-term investments have
maturity dates from three to 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 FASB's Statement of Financial Accounting

                                      F-9
<PAGE>

                             PORTAL SOFTWARE, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                      (Information as of July 31, 1999 and
      for the six month periods ended July 31, 1998 and 1999 is unaudited)

(1) Significant Accounting Policies (continued)

 Cash, Cash Equivalents, Short-Term and Long-Term Investments (continued)

Standards No.115, "Accounting for Certain Investments in Debt and Equity
Securities" ("FAS 115"). Currently, Portal classifies its securities as
available-for-sale, which are reported at fair market value, with the related
unrealized gains and losses included in stockholders' equity. Unrealized gains
and losses were not material at January 31, 1998 and 1999. At July 31, 1999,
unrealized losses were $105,000. The amortized cost of debt securities is
adjusted for 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.

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

<TABLE>
<CAPTION>
                                             January 31, January 31,  July 31,
                                                1998        1999        1999
                                             ----------- ----------- -----------
                                                                     (unaudited)
<S>                                          <C>         <C>         <C>
Cash and cash equivalents:
  Cash......................................   $   433     $ 4,359     $ 6,072
  Money market funds........................    14,213       7,450       7,226
  Commercial paper..........................        --          --       2,996
  U.S. Government securities................        --          --      54,750
                                               -------     -------     -------
                                               $14,646     $11,809     $71,044
                                               =======     =======     =======
</TABLE>

  Short-term investments at July 31, 1999 (unaudited):

<TABLE>
<CAPTION>
                                                       Gross Unrealized
                                                  ----------------------------
                                                                        Fair
                                                   Cost    Gain Loss    Value
                                                  -------  ---- -----  -------
<S>                                               <C>      <C>  <C>    <C>
Commercial paper................................. $ 7,504  $--  $  (3) $ 7,501
Corporate notes..................................  26,960   --    (92)  26,868
Municipal bonds..................................   4,000   --    (10)   3,990
Restricted investments...........................    (750)  --     --     (750)
                                                  -------  ---  -----  -------
                                                  $37,714  $--  $(105) $37,609
                                                  =======  ===  =====  =======
</TABLE>

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

<TABLE>
<CAPTION>
                                             January 31, January 31,  July 31,
                                                1998        1999        1999
                                             ----------- ----------- -----------
                                                                     (unaudited)
<S>                                          <C>         <C>         <C>
Due within one year.........................   $14,646     $11,809    $ 89,886
Due within two years........................        --          --      19,517
Restricted short-term investments...........        --          --        (750)
                                               -------     -------    --------
                                               $14,646     $11,809    $108,653
                                               =======     =======    ========
</TABLE>

  In accordance with FAS 115, Portal classifies all non-restricted short-term
investments as available-for-sale since these securities are available to
support current operations. Restricted short-term investments of $750,000
represent collateral for a surety bond required by a customer contract

                                      F-10
<PAGE>

                             PORTAL SOFTWARE, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                      (Information as of July 31, 1999 and
      for the six month periods ended July 31, 1998 and 1999 is unaudited)

(1) Significant Accounting Policies (continued)

 Cash, Cash Equivalents, Short-Term and Long-Term Investments (continued)

that expires in January of 2000. The restricted short-term investments are not
available to support current operations and consequently classified as held-to-
maturity. As a result, unrealized gains and losses are not recorded. At July
31, 1999, amortized cost approximated fair value.

  Restricted long-term investments of $2,259,000 represent collateral for a
$2,250,000 letter of credit issued in lieu of a security deposit for a new
facility lease and consist of corporate bonds maturing over a period of one to
three years. The restricted long-term investments are classified as held-to-
maturity. As a result, unrealized gains and losses are not recorded. At July
31, 1999, amortized cost approximated fair value.

  Realized gains and losses from sales of each type of security were immaterial
for all periods presented.

 Depreciation and Amortization

  Depreciation on office and computer equipment and furniture is computed using
the straight-line method over estimated useful lives of four 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
four years.

 Other Assets

  Other assets consisted of the following (in thousands):

<TABLE>
<CAPTION>
                                                           January
                                                             31,     July 31,
                                                          1998 1999    1999
                                                          ---- ---- -----------
                                                                    (unaudited)
<S>                                                       <C>  <C>  <C>
Prepaid services--long term portion (see Note 4)......... $ -- $ --   $3,048
Deposits and other.......................................  145  204      414
                                                          ---- ----   ------
                                                          $145 $204   $3,462
                                                          ==== ====   ======
</TABLE>

 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.

 Unaudited Interim Financial Information

  In the opinion of management, the unaudited interim financial statements as
of July 31, 1999 and for the six month periods ended July 31, 1998 and 1999
have been prepared on the same basis as the annual financial statements and
reflect all adjustments that are necessary for the fair presentation of results
for the periods shown. The results of operations for such periods are not
necessarily indicative of the results expected for the full fiscal year or for
any interim period.

                                      F-11
<PAGE>

                             PORTAL SOFTWARE, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                      (Information as of July 31, 1999 and
      for the six month periods ended July 31, 1998 and 1999 is unaudited)


(1) Significant Accounting Policies (continued)

 Net Loss Per Common Share

  Basic net loss per common share and diluted net loss per common share are
presented in conformity with the FASB's Statement of Financial Accounting
Standards No. 128, "Earnings Per Share", or FAS 128, for all periods presented.
Following the guidance given by the Securities and Exchange Commission Staff
Accounting Bulletin No. 98, common stock and convertible preferred stock that
has been issued or granted for nominal consideration prior to the anticipated
effective date of the initial public offering must be included in the
calculation of basic and diluted net loss per common share as if these shares
had been outstanding for all periods presented. To date, Portal has not issued
or granted shares for nominal consideration.

  In accordance with FAS 128, basic and diluted net loss per share has been
computed using the weighted-average number of shares of common stock
outstanding during the period, less shares subject to repurchase. Pro forma
basic and diluted net loss per common share, as presented in the consolidated
statements of operations, has been computed for the year ended January 31, 1999
and the six months ended July 31, 1998 and 1999 as described above, and also
gives effect to the conversion of the convertible preferred stock (using the
if-converted method) from the original date of issuance.

                                      F-12
<PAGE>

                             PORTAL SOFTWARE, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                      (Information as of July 31, 1999 and
      for the six month periods ended July 31, 1998 and 1999 is unaudited)


(1) Significant Accounting Policies (continued)

 Net Loss Per Common Share (continued)

  The following table presents the calculation of basic and diluted and pro
forma basic and diluted net loss per share (in thousands, except per share
data):

<TABLE>
<CAPTION>
                                                                Six months
                                   Year ended January 31,     ended July 31,
                                  --------------------------  ----------------
                                   1997     1998      1999     1998     1999
                                  -------  -------  --------  -------  -------
                                                                (unaudited)
<S>                               <C>      <C>      <C>       <C>      <C>
Net loss......................... $(2,274) $(7,587) $(17,408) $(6,656) $(6,310)
                                  =======  =======  ========  =======  =======
Basic and diluted:
  Weighted-average shares of
   common stock outstanding......  27,587   34,087    38,902   38,268   55,187
  Less: Weighted-average shares
   subject to repurchase......... (15,155) (13,301)   (9,371) (11,034)  (4,963)
                                  -------  -------  --------  -------  -------
  Weighted-average shares used in
   computing basic and diluted
   net loss per share............  12,432   20,786    29,531   27,234   50,224
                                  =======  =======  ========  =======  =======
Basic and diluted net loss per
 share........................... $ (0.18) $ (0.37) $  (0.59) $ (0.24) $ (0.13)
                                  =======  =======  ========  =======  =======
Pro forma:
  Net loss.......................                   $(17,408) $(6,656) $(6,310)
                                                    ========  =======  =======
  Shares used above..............                     29,531   27,234   50,224
  Pro forma adjustment to reflect
   weighted effect of assumed
   conversion of convertible
   preferred stock (unaudited)...                     28,553   28,453   16,020
                                                    --------  -------  -------
  Shares used in computing pro
   forma basic and diluted net
   loss per share (unaudited)....                     58,084   55,687   66,244
                                                    ========  =======  =======
  Pro forma basic and diluted net
   loss per share (unaudited)....                   $  (0.30) $ (0.12) $ (0.10)
                                                    ========  =======  =======
</TABLE>

  Portal has excluded all convertible preferred stock, warrants for convertible
preferred stock, outstanding stock options, and shares subject to repurchase
from the calculation of diluted loss net per share because all such securities
are antidilutive for all periods presented. The total numbers of shares
excluded from the calculations of diluted net loss per share was 31,971,954,
38,259,900, and 40,185,846 for the years ended January 31, 1997, 1998 and 1999
and 41,205,217 and 12,265,850 for the six months ended July 31, 1998 and 1999.
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 6 for further information on these securities.

 Stock-Based Compensation

  Statement of Financial Accounting Standards No. 123, "Accounting for Stock-
Based Compensation", or 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 options plans. See the pro forma
disclosures of applying FAS 123 included in Note 6.

                                      F-13
<PAGE>

                             PORTAL SOFTWARE, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                      (Information as of July 31, 1999 and
      for the six month periods ended July 31, 1998 and 1999 is unaudited)


(1) Significant Accounting Policies (continued)

 Comprehensive Loss

  As of January 1, 1998, Portal adopted SFAS 130, "Reporting Comprehensive
Income." SFAS 130 establishes new rules for the reporting and display of
comprehensive net income and its components. However, it has no impact on our
net loss or stockholders' equity as presented in our financial statements. SFAS
130 requires foreign currency translation adjustments and changes in the fair
value of available for sale securities to be included in comprehensive net
loss.

  The components of comprehensive net loss are as follows (in thousands):

<TABLE>
<CAPTION>
                                                                Six months
                                                  Year ended  ended July 31,
                                                  January 31, ----------------
                                                     1999      1998     1999
                                                  ----------- -------  -------
                                                                (unaudited)
   <S>                                            <C>         <C>      <C>
   Net loss......................................  $(17,408)  $(6,656) $(6,310)
   Unrealized loss on marketable securities......       --        --      (105)
   Change in cumulative translation adjustment...        12         5       39
                                                   --------   -------  -------
   Comprehensive net loss........................  $(17,396)  $(6,651) $(6,376)
                                                   ========   =======  =======
</TABLE>

 Recently Issued Accounting Standards

  In June 1998, the FASB issued Statement of Financial Accounting Standards No.
133, "Accounting for Derivative Instruments and Hedging Activities", or FAS
133. Portal is required to adopt FAS 133 for the year ending January 31, 2002.
FAS 133 establishes methods of accounting for derivative financial instruments
and hedging activities related to those instruments as well as other hedging
activities. Because Portal currently holds no derivative financial instruments
and does not currently engage in hedging activities, adoption of FAS 133 is
expected to have no material impact on Portal's financial condition or results
of operations.

  In March 1998, the AICPA issued SOP 98-1, "Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use", or SOP 98-1. SOP 98-
1 requires that entities capitalize certain costs related to internal use
software once certain criteria have been met. Portal is required to implement
SOP 98-1 for the year ending January 31, 2000. Portal adopted SOP No. 98-1 on
February 1, 1999 with no material impact on its financial position or results
of operations.

  In April 1998, the AICPA issued SOP No. 98-5, "Reporting on the Costs of
Start-Up Activities," or SOP 98-5. SOP 98-5 requires that all start-up costs
related to new operations must be expensed as incurred. In addition, all start-
up costs that were capitalized in the past must be written off when SOP 98-5 is
adopted. Portal expects that the adoption of SOP 98-5 will not have a material
impact on its financial position or results of operations. Portal adopted SOP
No. 98-5 on February 1, 1999 with no material impact on its financial position
or results of operations.

                                      F-14
<PAGE>

                             PORTAL SOFTWARE, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                      (Information as of July 31, 1999 and
      for the six month periods ended July 31, 1998 and 1999 is unaudited)


(2) Property and Equipment

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

<TABLE>
<CAPTION>
                                                       January 31,
                                                      -------------  July 31,
                                                       1998   1999     1999
                                                      ------ ------ -----------
                                                                    (unaudited)
   <S>                                                <C>    <C>    <C>
   Office and computer equipment..................... $2,947 $4,970   $7,929
   Furniture.........................................    576  1,237    1,766
   Leasehold improvements............................    212    348      561
                                                      ------ ------   ------
                                                       3,735  6,555   10,256
   Less accumulated depreciation and amortization....  1,198  2,138    3,203
                                                      ------ ------   ------
   Property and equipment, net....................... $2,537 $4,417   $7,053
                                                      ====== ======   ======
</TABLE>

  Included in property and equipment at January 31, 1998 and 1999 and July 31,
1999 were assets acquired under capital lease obligations with a cost of
approximately $25,000, $2.8 million and $3.0 million. Accumulated depreciation
related to the assets acquired under capital lease totaled $3,000, $0.3 million
and $0.7 million at January 31, 1998, January 31, 1999 and July 31, 1999.

(3) Long-Term Debt, Convertible Promissory Notes and Line of credit

  In July 1997, Portal entered into a $3.0 million note payable agreement with
a financial institution to finance working capital. The agreement was
subsequently amended in February 1999 to change the installment payment dates.
The note, bearing an interest rate at 10.75% per annum, is payable in three
installments of $1.5 million, $0.5 million, and $1.0 million on February 19,
1999, March 31, 1999, and April 30, 1999. In connection with these notes,
Portal issued warrants to the lender to purchase 130,098 shares of Series B
preferred stock at an exercise price of $1.50 per share (see Note 6). The note
payable was paid on schedule. As of July 31, 1999, the entire loan had been
repaid.

  In February through December 1995, Portal issued convertible promissory notes
in the aggregate principal amount of $0.8 million to private investors. In
April through June 1996, convertible notes in the amount of $0.5 million plus
accrued interest of $55,765 were exchanged for 3,616,590 shares of Series A
preferred stock at a price of $0.17 per share and convertible notes in the
amount of $0.3 million plus accrued interest of $16,163 were repaid.

  Warrants to purchase 1,500,000 shares of common stock at an exercise price of
$0.001 per share were issued in connection with the original issuance of the
convertible notes in 1995. These warrants were exercised during the fiscal year
ended January 31, 1997.

  In December 1998, Portal entered into an agreement with a customer to convert
$1.1 million from a deposit into a note payable. The note, bearing an interest
rate of 10% per annum, was due on November 30, 1999. The entire balance on the
note was repaid in July 1999.

  On April 15, 1999, Portal entered into a line of credit with a bank under
which Portal may borrow up to $5 million. Amounts borrowed under this line of
credit bear interest at a rate of the bank's prime rate plus 0.5% and mature on
April 13, 2000. On April 22, 1999, Portal borrowed $1.0 million under the line
of credit to repay the final installment of the term loan that matured in April
1999. The entire balance on the line of credit was repaid in May 1999. This
line of credit arrangement prohibits the payment of dividends without the
bank's consent.

                                      F-15
<PAGE>

                             PORTAL SOFTWARE, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                      (Information as of July 31, 1999 and
      for the six month periods ended July 31, 1998 and 1999 is unaudited)


(4) Agreement with Andersen Consulting LLC (unaudited)

  On April 12, 1999, Portal agreed to enter into a strategic alliance with
Andersen Consulting LLC under which Andersen Consulting LLC will provide
services to Portal, the parties will expand their existing marketing alliance
and will work closely together to expand their customer service and marketing
relationship. Under this arrangement, Andersen Consulting LLC agreed to
purchase up to 400,000 shares of common stock from Portal in a private
placement concurrent with Portal's initial public offering at the initial
public offering price, less the underwriting discount.

  Under this agreement, Portal agreed to pay Andersen Consulting LLC for its
services a minimum services fee in cash of $2.8 million and a cash settled put
for 200,000 of the shares to be purchased by Andersen Consulting LLC. This put
guaranteed a closing value of $6.0 million at the end of the first day of
trading for 200,000 shares common sold to Andersen and required Portal to pay
Andersen Consulting LLC in cash for any differences between the closing value
of these shares and $6.0 million. Upon the date of the arrangement, Portal
recorded the fair value of the put of approximately $3.8 million. The value of
the put was determined using the Black-Scholes model using a risk-free interest
rate of 6.3%, an expected life of one month and a volatility factor of 1.00.
The final value of the put was to be determined at the end of the first trading
day of Portal's common stock. Any change in fair value of the liability at
balance sheet dates prior to the initial public offering and at the closing of
the first day of trading was to be reported as a gain or loss in the respective
periods.

  Upon completion of the initial public offering (see Note 6), the put option
was settled. Based on the closing price of Portal's common stock at the end of
the first day of trading, the net cash settlement of the put was computed at a
value of zero. As a result, a gain upon remeasurement of the liability of $3.8
million was recorded as other income in the six months ended July 31, 1999.

  At July 31, 1999, the initial fair value of the put, approximately $3.8
million, has been classified as a prepaid service asset and will be amortized
systematically over the period of the service agreement, which is anticipated
to be between three and five years. Upon signing of the definitive agreement,
the service fee of $2.8 million will also be capitalized and amortized
systematically over the same period.

(5) Commitments

 Operating Leases

  Portal leases eight office facilities under noncancelable operating leases
that expire at various dates through March 2000. Portal also rents certain
property and equipment under operating leases. Rental expense for all operating
leases was $386,000, $740,000, and $1,610,000 for fiscal 1997, 1998, and 1999
and $573,000 and $1,653,000 for the six months ended July 31, 1998 and 1999.

  Future minimum lease payments as of January 31, 1999 are as follows (in
thousands):

<TABLE>
   <S>                                                                   <C>
   Year ending January 31,
     2000 .............................................................. $1,474
     2001...............................................................  1,049
     2002...............................................................  1,044
     2003...............................................................  1,070
     2004...............................................................    732
                                                                         ------
   Total minimum lease payments......................................... $5,369
                                                                         ======
</TABLE>

                                      F-16
<PAGE>

                             PORTAL SOFTWARE, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                      (Information as of July 31, 1999 and
      for the six month periods ended July 31, 1998 and 1999 is unaudited)


(5) Commitments (continued)

 Operating Leases (continued)

  In June 1999, Portal entered into a lease for its worldwide headquarters
which will expire in December 2010. In connection with the lease, Portal will
make payments of $589,000, $4,490,000, $4,625,000, $4,764,000 and $4,906,000 in
the years ending January 31, 2000, 2001, 2002, 2003 and 2004, respectively, and
$37,693,000 thereafter. In connection with this lease, Portal issued a letter
credit for $2,250,000 (see Note 1) as a deposit for the facilities. The terms
of the lease agreement allow the letter of credit to be reduced down to
$1,100,000 if certain covenants regarding sales and cash flow are met.

 Capital Lease Obligations

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

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

<TABLE>
   <S>                                                                   <C>
   Year ending January 31,
     2000............................................................... $  668
     2001...............................................................    856
     2002...............................................................    902
     2003...............................................................    496
                                                                         ------
   Total minimum payments...............................................  2,922
   Less amount representing interest....................................   (421)
                                                                         ------
   Present value of future payments.....................................  2,501
   Less current portion.................................................   (479)
                                                                         ------
   Long-term portion.................................................... $2,022
                                                                         ======
</TABLE>

(6) Stockholders' Equity

 Reincorporation and Stock Split

  During February 1999, Portal's board of directors authorized the
reincorporation of the Company in the state of Delaware. This reincorporation
received shareholder approval on April 29, 1999. Portal is authorized to issue
250,000,000 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 has 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. All share and per share amounts in the accompanying consolidated
financial statements have been adjusted retroactively.

 Initial Public Offering

  On May 11, 1999, Portal completed an initial public offering of its Common
Stock. All 4.6 million shares covered by Portal's Registration Statement on
Form S-1, including shares covered by an overallotment option that was
exercised, were sold by Portal at a price of $14.00 per share, less an

                                      F-17
<PAGE>

                             PORTAL SOFTWARE, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                      (Information as of July 31, 1999 and
      for the six month periods ended July 31, 1998 and 1999 is unaudited)


(6) Stockholders' Equity (continued)

 Initial Public Offering (continued)

underwriting discount of $0.98 per share. In addition, on May 11, 1999, the
Company issued 380,184 shares of Common Stock to Andersen Consulting and 3.0
million shares of Common Stock to Cisco Systems, Inc. for $13.02 per share or
an aggregate purchase price of approximately $44.0 million. Net proceeds to the
Company 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.

 Convertible Preferred Stock

  A summary of convertible preferred stock is as follows:

<TABLE>
<CAPTION>
                                  January 31, 1998                   January 31, 1999
                         ---------------------------------- ----------------------------------
                                                Liquidation                        Liquidation
                         Authorized Outstanding Preference  Authorized Outstanding Preference
                         ---------- ----------- ----------- ---------- ----------- -----------
<S>                      <C>        <C>         <C>         <C>        <C>         <C>
Series A................ 18,900,000 18,311,640  $ 3,051,940 18,900,000 18,416,190  $ 3,069,365
Series B................ 10,800,000  9,999,999   14,999,998 10,800,000 10,235,997   15,353,995
                         ---------- ----------  ----------- ---------- ----------  -----------
                         29,700,000 28,311,639  $18,051,938 29,700,000 28,652,187  $18,423,360
                         ========== ==========  =========== ========== ==========  ===========
</TABLE>

  At January 31, 1999, 20,000,000 shares of preferred stock were authorized. In
connection with the initial public offering, all outstanding shares of
preferred stock were converted to common stock and 5,000,000 shares of
preferred stock were authorized.

 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, 1998 and 1999 and July 31, 1999, approximately
14,713,647, 6,510,846 and 3,832,355 shares were subject to repurchase. Of the
shares subject to repurchase, 8,428,914, 5,947,011 and 3,694,706 shares were
issued upon the exercise of options under the 1995 Stock Option Plan. In the
event that a stockholder negotiates to sell all or part of the stock to a third
party, Portal has a right of first refusal to repurchase that stock at the
negotiated price.

  At July 31, 1999, common stock was reserved for issuance as follows
(unaudited):

<TABLE>
   <S>                                                              <C>
   Exercise of outstanding stock options...........................  9,332,733
   Shares of common stock available for grant under the 1995 Stock
    Option/Stock Issuance Plan and 1999 Stock Issuance Plan........  4,028,872
   Shares of common stock available for issuance under the 1999
    Employee Stock Purchase Plan...................................  1,800,000
   Exercise of common stock warrants outstanding...................    230,097
                                                                    ----------
                                                                    15,391,702
                                                                    ==========
</TABLE>

                                      F-18
<PAGE>

                             PORTAL SOFTWARE, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                      (Information as of July 31, 1999 and
      for the six month periods ended July 31, 1998 and 1999 is unaudited)


(6) Stockholders' Equity (continued)

 Warrants

  Warrants to purchase 31,362 shares of common stock for a price of $0.017 per
share were issued in connection with bridge loan financing in December 1995.
During the year ended January 31, 1999 and the six months ended July 31, 1999,
18,861 and 12,501 shares were exercised. The warrants expire in January 2003
and the value ascribed to the warrants is immaterial for financial statement
purposes.

  Warrants to purchase 3,620,700 shares of Series A preferred stock at a price
of $0.17 per share were issued in connection with the issuance of Series A
preferred stock in March 1996. During the years ended January 31, 1997, 1998
and 1999 and the six months ended July 31, 1999, 3,075,000, 100,050, 104,550
and 341,100 shares were exercised. The value ascribed to these warrants is
immaterial for financial statement purposes.

  Warrants to purchase 230,097 shares of Series B preferred stock for a price
of $1.50 per share were issued in connection with the issuance of notes payable
and the signing of capital lease agreements in July 1997. Upon completion of
the Company's initial public offering, the outstanding warrants to purchase
230,097 shares of Series B preferred stock were automatically converted into
warrants to purchase 230,097 shares of common stock at the same exercise price.
None of these warrants have been exercised and all shares were outstanding at
July 31, 1999. The Series B preferred stock warrants expire in September 2003.
The warrants were appraised at the date of issuance and additional interest
expense of $104,000 was recorded. This amount was deferred and is being
amortized to interest expense over the term of the notes. During the year ended
January 31, 1999 and the six months ended July 31, 1999, $38,310 and $23,796 of
the additional interest expense was amortized.

 Stock Options

  Pursuant to the 1995 Stock Option/Stock Issuance Plan and the 1999 Stock
Incentive Plan (together, the "Plans"), the board of directors or one of its
designated committees are authorized to grant incentive stock options or
nonqualified stock options to employees, officers, and directors of Portal. The
Plans allow for the grant of incentive stock options to employees and grant of
nonstatutory stock options to eligible participants.

  The option price is not less than 100% or 85% of the fair value on the date
of the grant as determined for incentive stock options and nonqualified stock
options, respectively, except for 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 generally become exercisable upon grant subject to repurchase rights in
favor of Portal until vested. Shares generally vest over a period of no more
than five years. Options may be granted with different vesting terms at the
discretion of the board of directors or one of its designated committees.
Options are exercisable for a term of ten years after the date of grant except
those 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. In the event of a change in control in which options granted
under the Plans are not assumed, the options will accelerate and vest in full
and existing repurchase rights will lapse.

                                      F-19
<PAGE>

                             PORTAL SOFTWARE, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                      (Information as of July 31, 1999 and
      for the six month periods ended July 31, 1998 and 1999 is unaudited)


(6) Stockholders' Equity (continued)

 Stock Options (continued)

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

<TABLE>
<CAPTION>
                            January 31, 1998      January 31, 1999       July 31, 1999
                          --------------------- --------------------- --------------------
                                      Weighted-             Weighted-            Weighted-
                                       Average               Average              Average
                                      Exercise              Exercise             Exercise
                            Shares      Price     Shares      Price    Shares      Price
                          ----------  --------- ----------  --------- ---------  ---------
                                                                          (unaudited)
<S>                       <C>         <C>       <C>         <C>       <C>        <C>
Outstanding at beginning
 of period..............   1,667,268    $0.01      891,684    $0.02   5,596,200   $ 1.53
Options granted.........   9,270,915    $0.02    6,891,000    $1.39   4,836,710   $12.68
Options exercised.......  (9,211,974)   $0.02   (2,036,484)   $0.43    (436,275)  $ 0.71
Options canceled........    (834,525)   $0.02     (150,000)   $1.28    (663,902)  $ 8.15
                          ----------    -----   ----------    -----   ---------   ------
Outstanding at end of
 period.................     891,684    $0.02    5,596,200    $1.53   9,332,733   $ 7.23
                          ==========    -----   ==========    -----   =========   ------
Exercisable at end of
 period.................     891,684    $0.02    5,596,200    $1.53     785,472   $ 2.68
                          ==========    -----   ==========    -----   =========   ------
Weighted-average fair
 value of options
 granted................                $0.01                 $0.36               $ 2.02
                                        =====                 =====               ======
</TABLE>

  At January 31, 1998 and 1999 and July 31, 1999, 8,428,914, 5,947,011 and
3,694,706 shares which had been issued upon exercise of options were subject to
repurchase. At January 31, 1998 and 1999 and July 31, 1999, options to acquire
50,193, 139,473 and 785,472 shares were vested but not exercised.

  Exercise prices for options outstanding as of January 31, 1999 and July 31,
1999 and the weighted-average remaining contractual life are as follows:

<TABLE>
<CAPTION>
                                                    Options Outstanding and
                                                          Exercisable
                                               ---------------------------------
                                                            Weighted-
                                                 Number      Average
                                               Outstanding  Remaining  Weighted-
Range of                                           at      Contractual  Average
Exercise                                       January 31,    Life     Exercise
 Prices                                           1999     (In years)    Price
--------                                       ----------- ----------- ---------
<S>                                            <C>         <C>         <C>
$0.001-$0.02..................................    410,349      8.7       $0.02
$0.02-$0.33...................................    484,500      9.2       $0.33
$0.34-$0.67...................................  1,556,601      9.3       $0.67
$0.68-$1.33...................................    762,000      9.5       $1.33
$1.34-$1.67...................................    361,650      9.7       $1.67
$1.68-$2.67...................................  1,768,950      9.8       $2.67
$2.68-$4.00...................................    252,150      9.9       $4.00
                                                ---------
                                                5,596,200      9.5       $1.53
                                                =========
</TABLE>

                                      F-20
<PAGE>

                             PORTAL SOFTWARE, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                      (Information as of July 31, 1999 and
      for the six month periods ended July 31, 1998 and 1999 is unaudited)


(6) Stockholders' Equity (continued)

 Stock Options (continued)


<TABLE>
<CAPTION>
                                                    Options Outstanding and
                                                          Exercisable
                                               ---------------------------------
                                                            Weighted-
                                                 Number      Average
                                               Outstanding  Remaining  Weighted-
Range of                                           at      Contractual  Average
Exercise                                        July 31,      Life     Exercise
 Prices                                           1999     (In years)    Price
--------                                       ----------- ----------- ---------
                                                          (unaudited)
<S>                                            <C>         <C>         <C>
$0.00-$0.02...................................     71,700      8.3      $ 0.02
$0.03-$0.67...................................  1,588,950      8.8      $ 0.60
$0.68-$1.67...................................  1,010,673      9.1      $ 1.45
$1.68-$2.67...................................  1,708,050      9.3      $ 2.67
$2.68-$4.00...................................    521,550      9.5      $ 4.00
$4.01-$12.00..................................  2,489,730      9.6      $10.00
$12.01-$20.00.................................  1,712,980      9.7      $14.00
$20.01-$42.00.................................    229,100      9.9      $41.81
                                                ---------
                                                9,332,733
                                                =========
</TABLE>

  During the year ended January 31, 1999, in connection with the grant of
certain share options to employees, Portal recorded deferred stock compensation
of $16.8 million representing the difference between the exercise price and the
deemed fair value of Portal's common stock on the date such stock options were
granted. Such amount is included as a reduction of stockholders' equity (net
capital deficiency) and is being amortized by charges to operations on a graded
vesting method. In fiscal 1999 and the six months ended July 31, 1998 and 1999,
Portal recorded amortization of deferred stock compensation expense of
approximately $2.3 million, $0.3 million and $5.0 million. At July 31, 1999,
Portal had a total of approximately $9.5 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.

 1999 Employee Stock Purchase Plan

  In February 1999, the board of directors approved the adoption of Portal's
1999 Employee Stock Purchase Plan. This was approved by the stockholders in
April 1999. A total of 1,800,000 shares of common stock has been reserved for
issuance under the 1999 Purchase Plan. The 1999 Purchase Plan permits eligible
employees to acquire shares of Portal's common stock through periodic payroll
deductions of up to 15% of total compensation. No more than 1,250 shares may be
purchased on any purchase date per employee. Each offering period will have a
maximum duration of 24 months. Purchases occur on the last day of each November
and May of each offering period. 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 each employee's applicable enrollment date (May 5, 1999 for all
participating employees as of that date) or on the last day of the respective
purchase period. The initial offering period commenced on the effectiveness of
the initial public offering and will end on the last business day of May, 2001.

                                      F-21
<PAGE>

                             PORTAL SOFTWARE, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                      (Information as of July 31, 1999 and
      for the six month periods ended July 31, 1998 and 1999 is unaudited)


(6) Stockholders' Equity (continued)


 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 SFAS 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.

  The fair value for these awards was estimated at the date of grant using the
minimum value options pricing model. This model was developed for use in
estimating the fair value of traded options that have no vesting restrictions
and are fully transferable. In addition, option 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 during the years ended January 31, 1997, 1998, and 1999 was
determined using the minimum value method with a risk-free interest rate of
6.0%, an expected life of six years, and a dividend yield of zero.

  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):

<TABLE>
<CAPTION>
                                                     Year Ended January 31,
                                                    --------------------------
                                                     1997     1998      1999
                                                    -------  -------  --------
   <S>                                              <C>      <C>      <C>
   Net loss:
   As reported..................................... $(2,274) $(7,587) $(17,408)
   Pro forma.......................................  (2,277)  (7,607)  (17,861)
   Basic and diluted net loss per share:
   As reported..................................... $ (0.18) $ (0.37) $  (0.59)
   Pro forma.......................................   (0.18)   (0.37)    (0.60)
</TABLE>

(7) Income Taxes

  Portal's provision for income taxes of approximately $0.7 million for the
year ended January 31, 1999 consists of alternative minimum taxes, foreign
withholding and local income taxes. Portal's provision for income taxes of
approximately $0.8 million for the six months ended July 31, 1999 consists of
foreign withholding taxes on revenue and tax on earnings generated from foreign
operations in certain foreign jurisdictions. The reconciliation of income tax
expense (benefit) attributable to continuing operations computed at the U.S.
federal statutory rates to income tax

                                      F-22
<PAGE>

                             PORTAL SOFTWARE, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                      (Information as of July 31, 1999 and
      for the six month periods ended July 31, 1998 and 1999 is unaudited)


(7) Income Taxes (continued)

expense (benefit) for the fiscal years ended January 31, 1997, 1998, and 1999
and the six months ended July 31, 1998 and 1999 is as follows (in thousands):

<TABLE>
<CAPTION>
                                      Year Ended January        Six Months
                                              31,             Ended July 31,
                                     -----------------------  ----------------
                                     1997    1998     1999     1998     1999
                                     -----  -------  -------  -------  -------
                                                                (unaudited)
   <S>                               <C>    <C>      <C>      <C>      <C>
   Tax provision (benefit) at U.S.
    statutory rate.................  $(773) $(2,579) $(5,676) $(2,263) $(1,868)
   Loss for which no tax benefit is
    currently recognizable ........    773    2,579    5,676    2,263    3,163
   Alternative minimum tax.........    --       --       500      --       --
   One-time gain upon expiration of
    unexercised put option on com-
    mon stock......................    --       --       --       --    (1,295)
   Foreign income and withholding
    taxes..........................    --       --       215      --       816
                                     -----  -------  -------  -------  -------
   Total...........................  $ --   $   --   $   715  $   --   $   816
                                     =====  =======  =======  =======  =======
</TABLE>

  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.

  Significant components of Portal's deferred tax assets are as follows (in
thousands):

<TABLE>
<CAPTION>
                                                   January 31,
                                                 -----------------   July 31,
                                                  1998      1999       1999
                                                 -------  --------  -----------
                                                                    (unaudited)
   <S>                                           <C>      <C>       <C>
   Deferred tax assets:
     Net operating loss carryforwards..........  $ 1,275  $     --   $     --
     Tax credit carryforwards..................      396     1,053      2,194
     Deferred revenue..........................    2,437     8,980     10,220
     Deferred compensation.....................      --        782      2,778
     Accruals and reserves not currently
      deductible...............................      292     1,679      1,297
     Other, net................................       --        66         61
                                                 -------  --------   --------
   Total deferred tax assets...................    4,400    12,560     16,550
   Valuation allowance.........................   (4,400)  (12,560)   (16,550)
                                                 -------  --------   --------
   Net deferred tax assets.....................  $    --  $     --   $     --
                                                 =======  ========   ========
</TABLE>

  Realization of deferred tax assets is dependent on future earnings, if any,
the timing and the amount of which are uncertain. Accordingly, a valuation
allowance, in an amount equal to the deferred tax assets as of January 31, 1999
and 1998 and July 31, 1999, has been established to reflect these
uncertainties. The change in the valuation allowance was a net increase of
approximately $8.2 million and $3.1 million for the years ended January 31,
1999 and 1998 and $4.0 million for the six months ended July 31, 1999.

                                      F-23
<PAGE>

                             PORTAL SOFTWARE, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                      (Information as of July 31, 1999 and
      for the six month periods ended July 31, 1998 and 1999 is unaudited)


(7) Income Taxes (continued)

  As of July 31, 1999, Portal had federal research and development tax credit
carryforwards of approximately $0.9 million, which will expire at various dates
from 2012 through 2020, if not utilized. In addition, Portal had a foreign tax
credit carry forward of approximately $0.8 million, which will expire in 2005,
if not utilized, and federal alternative minimum tax credit carryforwards of
approximately $0.5 million which have an unlimited carryforward period.

  Utilization of tax credit carryforwards 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 carryforwards before
full utilization.

                                      F-24
<PAGE>

                                  UNDERWRITING

  Portal, the selling stockholders and the underwriters named below will enter
into an underwriting agreement with respect to the shares being offered.
Subject to certain conditions, each underwriter will severally agree to
purchase the number of shares indicated in the following table. Goldman, Sachs
& Co., BancBoston Robertson Stephens Inc., Credit Suisse First Boston
Corporation, Donaldson, Lufkin & Jenrette Securities Corporation and Hambrecht
& Quist LLC are the representatives of the underwriters.

<TABLE>
<CAPTION>
                                                                       Number of
   Underwriters                                                          Shares
   ------------                                                        ---------
   <S>                                                                 <C>
   Goldman, Sachs & Co. ..............................................
   BancBoston Robertson Stephens Inc..................................
   Credit Suisse First Boston Corporation.............................
   Donaldson, Lufkin & Jenrette Securities Corporation................
   Hambrecht & Quist LLC..............................................
                                                                        ------
     Total............................................................
                                                                        ======
</TABLE>

                               ----------------

  If the underwriters sell more shares than the total number set forth in the
table above, the underwriters have an option to buy up to an additional 750,000
shares from Portal to cover such sales. They may exercise that option for 30
days. If any shares are purchased pursuant to this option, the underwriters
will severally purchase shares in approximately the same proportion as set
forth in the table above.

  The following table shows the per share and total underwriting discounts and
commissions to be paid to the underwriters by Portal and the selling
stockholders. These amounts are shown assuming both no exercise and full
exercise of the underwriters' option to purchase additional shares.

                                 Paid by Portal

<TABLE>
<CAPTION>
                                                       No Exercise Full Exercise
                                                       ----------- -------------
<S>                                                    <C>         <C>
Per Share.............................................     $            $
Total.................................................     $            $
</TABLE>

  Shares sold by the underwriters to the public will initially be offered at
the initial price to public set forth on the cover of this prospectus. Any
shares sold by the underwriters to securities dealers may be sold at a discount
of up to $   per share from the initial price to public. Any of these
securities dealers may resell any shares purchased from the underwriters to
certain other brokers or dealers at a discount of up to $   per share from the
initial price to public. If all the shares are not sold at the initial price to
public, the representatives may change the offering price and the other selling
terms.

  Portal and the selling stockholders have agreed with the underwriters not to
dispose of or hedge any of their common stock or securities convertible into or
exchangeable for shares of common stock during the period from the date of this
prospectus continuing through the date 90 days after the date of this
prospectus, except with the prior written consent of the representatives. This
agreement does not apply to any existing employee benefit plans. See "Shares
Eligible for Future Sale" for a discussion of certain transfer restrictions.


                                      U-1
<PAGE>

  The common stock is quoted on the Nasdaq National Market under the symbol
"PRSF".

  In connection with this offering, the underwriters may purchase and sell
shares of common stock in the open market. These transactions may include short
sales, stabilizing transactions and purchases to cover positions created by
short sales. Short sales involve the sale by the underwriters of a greater
number of shares than they are required to purchase in the offering.
Stabilizing transactions consist of certain bids or purchases made for the
purpose of preventing or retarding a decline in the market price of the common
stock while the offering is in progress.

  The underwriters also may impose a penalty bid. This occurs when a particular
underwriter repays to the underwriters a portion of the underwriting discount
received by it because the representatives have repurchased shares sold by or
for the account of that underwriter in stabilizing or short covering
transactions.

  These activities by the underwriters may stabilize, maintain or otherwise
affect the market price of the common stock. As a result, the price of the
common stock may be higher than the price that otherwise might exist in the
open market. If these activities are commenced, they may be discontinued by the
underwriters at any time. These transactions may be effected on the Nasdaq
National Market, in the over-the-counter market or otherwise.

  As permitted by Rule 103 under the Exchange Act, certain Underwriters and
selling group members that are market makers ("passive market makers") in the
common stock may make bids for or purchases of the common stock in the Nasdaq
National Market until a stabilizing bid has been made. Rule 103 generally
provides that

  . a passive market maker's net daily purchases of the common stock may not
    exceed 30% of its average daily trading volume in such securities for the
    two full consecutive calender months, or any 60 consecutive days ending
    within the 10 days, immediately preceding the filing date of the
    registration statement of which the prospectus forms a part,

  . a passive market maker may not effect transactions or display bids for
    the common stock at a price that exceeds the highest independent bid for
    the common stock by persons who are not passive market makers, and

  . bids made by passive market makers must be identified by such.

  Portal will pay the expenses of the offering on behalf of the selling
stockholders, excluding underwriting discounts and commissions. The expenses of
the offering are estimated to be approximately $   million.

  Portal and the selling stockholders have agreed to indemnify the several
underwriters against certain liabilities, including liabilities under the
Securities Act.

                                      U-2
<PAGE>

                           [DESCRIPTION OF ARTWORK]

[FAST TIME-TO-MARKET WITH NEW SERVICES DIAGRAM]

[A diagram, in the shape of steps, depicting Portal's Infranet Platform
representing Object APIs; Access Services, including Basic Dial-Up, ISDN,
xDSL, Roaming, Dedicated Internet Protocol Access, ATM and Frame Relay and
Cable Modem; Consumer Services, including Personal Web Pages, Online Gaming,
IP Telephony, Information Services and Content and Personal Finance Services;
and Business Services, including Web Site Hosting, VPN, IP Fax, Audio/Video
Conference and Application Hosting.]

                               INSIDE BACK COVER

  The inside back cover of the prospectus has a caption centered across the
top of the page which reads "Infrastructure Software for Internet-Based
Services." Directly below the caption is a sentence which reads, "Portal
offers the software foundation for providers of Internet-based services to
rapidly deploy a wide range of new services, speeding time to market."

  Along the right side of the back cover reading from bottom to top vertically
is the phrase "No Limits." "No Limits" is embedded in a red stripe which runs
from the bottom to the top of the page vertically.

  In the center of the back cover there is a large blue circle. Contained
within the large blue circle is a medium red circle. Contained within the
medium red circle is a small white circle. Each smaller circle cuts out a
portion of the next large size circle. The medium and small circles are not
centered within the large circle; rather, they move further towards the top of
the circle towards what would be 12 o'clock if it were a clock. The small
white circle contains the Portal logo with the phrase "Real Time No Limits"
below the Portal logo. The medium red circle is cut into four parts, each part
which contains one type of Portal's customers and which reads counterclockwise
within the medium red circle: "Internet Service Providers," "Emerging
Communications Providers," "Traditional Telecommunications Providers" and
"Content Providers." The large blue circle is divided into three parts, each
part which contains a description of three main types of providers which
deploy Portal's software and which reads counterclockwise within the large
blue circle: "Access Services," "Consumer Services" and "Business Services."
Below each of the captions is a horizontal list which details which specific
services may be deployed by Internet-based service providers within that main
type of service. The bullet points below "Access Services" read: "Dial-Up,"
"Leased-Line," "xDSL," "Roaming" and "Cable Modem." The bullet points below
"Consumer Services" read "Personal Web Pages," "On-line Gaming," "IP
Telephony," "Information Services" and "Financial Services." The bullet points
below "Business Services" read "Web Site Hosting," "Virtual Private Networks,"
"IP Fax," "Video Conference" and "Application Hosting."

<PAGE>

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

  No dealer, salesperson or any other person is authorized to give any
information or to represent anything not contained in this prospectus. You
must not rely on any unauthorized information or representations. This
prospectus is an offer to sell only the shares offered hereby, but only under
circumstances and in jurisdictions where it is lawful to do so. The
information contained in this prospectus is current only as of its date.


                                ---------------


                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                          Page
                                                                          ----
<S>                                                                       <C>
Prospectus Summary.......................................................   3
Risk Factors.............................................................   6
Use of Proceeds..........................................................  17
Price Range of Common Stock..............................................  17
Dividend Policy..........................................................  17
Capitalization...........................................................  18
Dilution.................................................................  19
Selected Consolidated Financial Data.....................................  20
Management's Discussion and Analysis of Financial Condition and Results
 of Operations...........................................................  21
Business.................................................................  36
Management...............................................................  52
Certain Transactions.....................................................  62
Principal and Selling Stockholders.......................................  64
Description of Capital Stock.............................................  66
Shares Eligible for Future Sale..........................................  70
Legal Matters............................................................  71
Experts..................................................................  71
Additional Information...................................................  72
Index to Consolidated Financial Statements............................... F-1
Underwriting............................................................. U-1
</TABLE>

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

                               5,000,000 Shares

                             Portal Software, Inc.

                                 Common Stock

                                ---------------


                 [LOGO OF PORTAL SOFTWARE, INC. APPEARS HERE]

                                ---------------

                             Goldman, Sachs & Co.

                                  BancBoston
                              Robertson Stephens

                          Credit Suisse First Boston

                         Donaldson, Lufkin & Jenrette

                               Hambrecht & Quist

                      Representatives of the Underwriters

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
<PAGE>

                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

  The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by Portal in connection with
the sale of common stock being registered. All amounts are estimates except the
SEC registration fee and the NASD filing fees.

<TABLE>
   <S>                                                                 <C>
   SEC Registration Fee............................................... $ 82,023
   NASD Filing Fee.................................................... $ 30,005
   Nasdaq National Market Listing Fee................................. $ 17,500
   Printing and Engraving Expenses.................................... $
   Legal Fees and Expenses............................................ $150,000
   Accounting Fees and Expenses....................................... $
   Blue Sky Fees and Expenses......................................... $
   Transfer Agent Fees................................................ $
   Miscellaneous...................................................... $

     Total............................................................ $
</TABLE>

Item 14. Indemnification of Directors and Officers

  Section 145 of the Delaware General Corporation Law authorizes a court to
award or a corporation's board of directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended (the "Securities Act"). Article VII, Section 6 of Portal's Amended
and Restated Bylaws provides for mandatory indemnification of its directors and
officers and permissible indemnification of employees and other agents to the
maximum extent permitted by the Delaware General Corporation Law. Portal's
Second Amended and Restated Certificate of Incorporation provides that, subject
to Delaware law, its directors shall not be personally liable for monetary
damages for breach of the directors' fiduciary duty as directors to Portal and
its stockholders. This provision in the Second Amended and Restated Certificate
of Incorporation does not eliminate the directors' fiduciary duty, and in
appropriate circumstances equitable remedies such as injunctive or other forms
of non-monetary relief will remain available under Delaware law. In addition,
each director will continue to be subject to liability for breach of the
director's duty of loyalty to Portal or its stockholders for acts or omissions
not in good faith or involving intentional misconduct, for knowing violations
of law, for actions leading to improper personal benefit to the director, and
for payment of dividends or approval of stock repurchases or redemptions that
are unlawful under Delaware law. The provision also does not affect a
director's responsibilities under any other law, such as the federal securities
laws or state or federal environmental laws. Portal has entered into
indemnification agreements with its officers and directors, a form of which was
previously filed with the Securities and Exchange Commission as an Exhibit to
the Registrant's Registration Statement on Form S-1 (No. 333-72999) (the
"Indemnification Agreements"). The Indemnification Agreements provide Portal's
officers and directors with further indemnification to the maximum extent
permitted by the Delaware General Corporation Law. Reference is also made to
Section 8 of the Underwriting Agreement contained in Exhibit 1.1 hereto,
indemnifying officers and directors of Portal against certain liabilities, and
Section 1.10 of the Amended and Restated Investor Rights Agreement contained in
Exhibit 4.2 and 4.3 hereto, indemnifying certain of Portal's stockholders,
including controlling stockholders, against certain liabilities.

                                      II-1
<PAGE>

Item 15. Recent Sales of Unregistered Securities

  During the past three years, the Registrant has issued unregistered
securities to a limited number of persons as described below.

    (a) The Registrant issued and sold 11,529,456 shares of its Common Stock
  to employees and consultants for an aggregate purchase price of $1,099,128
  pursuant to direct stock issuances and the exercise of options under its
  1995 Stock Option/Stock Issuance Plan.

    (b) From March 1996 through January 1997, the Registrant issued and sold
  an aggregate of 15,136,590 shares of Series A Preferred Stock at a per
  share price of $0.17, for an aggregate of $2,522,765 to several investors.

    (c) In June 1996, the Registrant issued and sold 2,534,500 shares of its
  Common Stock at a per share price of $0.007 for an aggregate purchase price
  of $16,890 to an officer of the Registrant.

    (d) In April 1996, the Registrant issued warrants to purchase 546,600
  shares of Series A Preferred Stock at a per share price of $0.17 to several
  investors.

    (e) In October 1996, the Registrant issued and sold 1,500,000 shares of
  Common Stock to entities affiliated with Accel Partners upon exercise of
  warrants for an aggregate purchase price of $1,000.

    (f) In January 1997, the Registrant issued and sold 3,075,000 shares of
  Series A Preferred Stock to entities affiliated with Accel Partners upon
  exercise of warrants for an aggregate purchase price of $512,500.

    (g) In April 1997, the Registrant issued 100,050 shares of Series A
  Preferred Stock to an investor upon exercise of warrants for an aggregate
  purchase price of $16,825.

    (h) In September 1997, in connection with an equipment leasing
  transaction, the Registrant issued warrants to purchase 130,098 shares of
  its Series B Preferred Stock, at an exercise price of $1.50 per share, to
  Lighthouse Capital.

    (i)  In September 1997, in connection with a line of credit, the
  Registrant issued a warrant to purchase 12,501 shares of its Common Stock,
  at an exercise price of $1.02 per share, to Imperial Bank.

    (j) In November 1997, in connection with a bridge loan, the Registrant
  issued warrants to purchase 18,861 shares of its Common Stock, at an
  exercise price of $1.02 per share, to entities affiliated with Accel
  Partners.

    (k) In January 1998, in connection with an equipment leasing transaction,
  the Registrant issued warrants to purchase 99,999 shares of its Series B
  Preferred Stock, at an exercise price of $1.50 per share, to Comdisco, Inc.

    (l) From January through August 1998, the Registrant issued and sold an
  aggregate of 10,235,997 shares of Series B Preferred Stock at a per share
  price of $1.50, for an aggregate of $15,353,996 to several investors, which
  includes 6,666 shares and 5,334 shares of Series B Preferred Stock issued
  to two members of the Registrant's outside counsel, Brobeck, Phleger &
  Harrison LLP at a per share price of $1.50 for an aggregate purchase price
  of $9,999 and $8,001, respectively.

    (m) In May 1998, the Registrant issued 104,550 shares of Series A
  Preferred Stock to an investor upon exercise of warrants for an aggregate
  purchase price of $17,425.

    (n) In June 1998, the Registrant issued and sold 18,861 shares of Common
  Stock to entities affiliated with Accel Partners upon exercise of warrants
  for an aggregate purchase price of $314.

    (o) In April 1999, the Registrant issued and sold 341,100 shares of
  Series A Preferred Stock to an investor upon exercise of a warrant for an
  aggregate purchase price of $56,850.


                                      II-2
<PAGE>

    (p) In May 1999, Imperial Bank exercised a warrant to purchase 12,501
  shares of Portal Common Stock.

    (q) In May 1999, the Registrant issued and sold a total of 3,380,184
  shares of Common Stock to Cisco Systems, Inc. and Anderson Consulting LLP
  for an aggregate purchase price of $44,089,996.

  None of the foregoing transactions involved any underwriters, underwriting
discounts or commissions, or any public offering, and the Registrant 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 the Registrant or otherwise,
to information about the Registrant.

Item 16. Exhibits and Financial Statement Schedules

  The exhibits listed in the Exhibit Index as filed as part of this
Registration Statement.

(a) Exhibits

<TABLE>
<CAPTION>
 Exhibit
  Number  Exhibit Title
 -------  -------------
 <C>      <S>
  1.1*    Form of Underwriting Agreement among the Registrant, Goldman Sachs &
          Co., BancBoston Robertson Stephens Inc., Credit Suisse First Boston
          Corporation, Donaldson, Lufkin & Jenrette Securities Corporation and
          Hambrecht & Quist LLC.
  3.1(1)  Amended and Restated Certificate of Incorporation.
  3.2(1)  Bylaws.
  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(1)  Reference is made to Exhibits 3.1 and 3.2.
  5.1     Opinion of Brobeck, Phleger & Harrison LLP, counsel for the
          Registrant, with respect to the common stock being registered.
 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(1)  Loan and Security Agreement by and between Registrant and Lighthouse
          Capital Partners, L.P., dated as of July 24, 1997, as amended.
 10.4(1)  Registrant's 1995 Stock Option/Stock Issuance Plan and exhibits.
 10.5(1)  Registrant's 1999 Stock Incentive Plan.
 10.6(1)  Registrant's 1999 Employee Stock Purchase Plan.
 10.7(1)  Form of Directors' and Officers' Indemnification Agreement.
 10.8(1)  Form of Registrant's Software License and Support Agreement.
 10.9(1)  Form of Registrant's Business Alliance Agreement.
 10.10(1) Stock Purchase Agreement with Cisco Systems, Inc., dated April 13,
          1999.
 10.11(1) Stock Purchase Agreement with Andersen Consulting LLP, dated April
          12, 1999.
 10.12(1) Loan Agreement and General Security Agreement between Portal
          Software, Inc. and Imperial Bank, dated April 15, 1999.
 10.13    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.
</TABLE>

                                      II-3
<PAGE>

<TABLE>
<CAPTION>
 Exhibit
 Number  Exhibit Title
 ------- -------------
 <C>     <S>
 21.1    Subsidiaries of the Registrant.
 23.1    Consent of Ernst & Young LLP, Independent Auditors.
 23.2    Consent of Brobeck, Phleger & Harrison LLP (contained in their opinion
         filed as Exhibit 5.1).
 24.1    Power of Attorney. Reference is made to Page II-5.
 27.1    Financial Data Schedule (In EDGAR format only).
</TABLE>
--------
 *  To be filed by amendment.
(1) Incorporated herein by reference from Registration Statement on Form S-1
    (No. 333-72999)

(b) Financial Statement Schedules

  Schedules not listed above have been omitted because the information required
to be set therein is not applicable or is shown in the financial statements or
notes thereto.

Item 17. Undertakings

  Portal hereby undertakes to provide to the underwriters at the closing
specified in the Underwriting Agreement, certificates in such denominations and
registered in such names as required by the underwriters to permit prompt
delivery to each purchaser.

  Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
Portal pursuant to the Delaware General Corporation Law, the Certificate of
Incorporation or the Bylaws of Portal, Indemnification Agreements entered into
between Portal and its officers and directors, the Underwriting Agreement, or
otherwise, Portal has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by Portal of
expenses incurred or paid by a director, officer, or controlling person of
Portal in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the
securities being registered, Portal will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.

  The undersigned registrant hereby undertakes:

    (1) For purposes of determining any liability under the Securities Act of
  1933, the information omitted from the form of Prospectus filed as part of
  this registration statement in reliance upon Rule 430A and contained in a
  form of Prospectus filed by Portal pursuant to Rule 424(b)(1) or (4) or
  497(h) under the Securities Act shall be deemed to be part of this
  Registration Statement as of the time it was declared effective;

    (2) For the purpose of determining any liability under the Securities Act
  of 1933, each post-effective amendment that contains a form of Prospectus
  shall be deemed to be a new registration statement relating to the
  securities offered therein, and the offering of such securities at that
  time shall be deemed to be the initial bona fide offering thereof.

                                      II-4
<PAGE>

                                   SIGNATURES

  Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Cupertino,
State of California, on this 30th day of August, 1999.

                                          PORTAL SOFTWARE, INC.

                                                       John E. Little
                                          By: /s/ _____________________________
                                                      John E. Little,
                                               President and Chief Executive
                                                           Officer

                               POWER OF ATTORNEY

  KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints, jointly and severally, John E. Little, Jack L.
Acosta and Mitchell Gaynor, and each one of them, his true and lawful
attorneys-in-fact and agents, each with full power of substitution, for him and
in his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, and to sign any registration statement for the same offering covered
by this Registration Statement that is to be effective upon filing pursuant to
Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all
post-effective amendments thereto, and to file the same, with all exhibits
thereto and all documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying
and confirming that each of said attorneys-in-fact and agents or any of them,
or his or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.

<TABLE>
<CAPTION>
             Signature                           Title                   Date
             ---------                           -----                   ----

<S>                                  <C>                           <C>
         /s/ John E. Little          President, Chief Executive     August 30, 1999
____________________________________  Officer (Principal
           John E. Little             Executive Officer)

         /s/ Jack L. Acosta          Chief Financial Officer,       August 30, 1999
____________________________________  Vice President, Finance
           Jack L. Acosta             (Principal Financial and
                                      Accounting Officer)

        /s/ Edward J. Zander         Director                       August 30, 1999
____________________________________
          Edward J. Zander

     /s/ David C. Peterschmidt       Director                       August 30, 1999
____________________________________
        David C. Peterschmidt

     /s/ William T. Coleman III      Director                       August 30, 1999
____________________________________
       William T. Coleman III
</TABLE>

                                      II-5
<PAGE>

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
 Exhibit
  Number  Exhibit Title
 -------  -------------
 <C>      <S>
  1.1*    Form of Underwriting Agreement among the Registrant, Goldman Sachs &
          Co., BancBoston Robertson Stephens Inc., Credit Suisse First Boston
          Corporation, Donaldson, Lufkin & Jenrette Securities Corporation and
          Hambrecht & Quist LLC.
  3.1(1)  Amended and Restated Certificate of Incorporation.
  3.2(1)  Bylaws.
  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(1)  Reference is made to Exhibits 3.1 and 3.2.
  5.1     Opinion of Brobeck, Phleger & Harrison LLP, counsel for the
          Registrant, with respect to the common stock being registered.
 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(1)  Loan and Security Agreement by and between Registrant and Lighthouse
          Capital Partners, L.P., dated as of July 24, 1997, as amended.
 10.4(1)  Registrant's 1995 Stock Option/Stock Issuance Plan and exhibits.
 10.5(1)  Registrant's 1999 Stock Incentive Plan.
 10.6(1)  Registrant's 1999 Employee Stock Purchase Plan.
 10.7(1)  Form of Directors' and Officers' Indemnification Agreement.
 10.8(1)  Form of Registrant's Software License and Support Agreement.
 10.9(1)  Form of Registrant's Business Alliance Agreement.
 10.10(1) Stock Purchase Agreement with Cisco Systems, Inc., dated April 13,
          1999.
 10.11(1) Stock Purchase Agreement with Andersen Consulting LLP, dated April
          12, 1999.
 10.12(1) Loan Agreement and General Security Agreement between Portal
          Software, Inc. and Imperial Bank, dated April 15, 1999.
 10.13    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.
 21.1     Subsidiaries of the Registrant.
 23.1     Consent of Ernst & Young LLP, Independent Auditors.
 23.2     Consent of Brobeck, Phleger & Harrison LLP (contained in their
          opinion filed as Exhibit 5.1).
 24.1     Power of Attorney. Reference is made to Page II-5.
 27.1     Financial Data Schedule (In EDGAR format only).
</TABLE>
--------
 *  To be filed by amendment.
(1) Incorporated herein by reference from Registration Statement on Form S-1
    (No. 333-72999)
[{"type": "S-1", "sequence": "1", "description": "FORM S-1", "secsgml_size_bytes": 416492}]
{"company-data": {"conformed-name": "PORTAL SOFTWARE INC", "cik": "0001080306", "assigned-sic": "7371", "irs-number": "77036737", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-1", "act": "33", "file-number": "333-86183", "film-number": "99703009"}, "business-address": {"street1": "20883 STEVENS CREEK BLVD", "city": "CUPERTINO", "state": "CA", "zip": "95014", "phone": "4083434400"}, "mail-address": {"street1": "20883 STEVENS CREEK BLVD", "city": "CUPERTINO", "state": "CA", "zip": "95014"}}
As filed with the Securities and Exchange Commission on August 30, 1999
                                                      Registration No. 333-

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                ---------------

                                    FORM S-1
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                                ---------------

                             PORTAL SOFTWARE, INC.
             (Exact name of registrant as specified in its charter)
Delaware                      7375                        77-0369737
  (State or other
   jurisdiction of      (Primary Standard Industrial         (I.R.S. Employer
  incorporation or
    organization)        Classification Code Number)       Identification Number)
---------------

                         20883 Stevens Creek Boulevard
                          Cupertino, California 95014
                                 (408) 343-4400
(Address, including zip code, and telephone number, including area code, of the
                   registrant's principal executive offices)

                                ---------------

                               Mr. John E. Little
                     President and Chief Executive Officer
                             Portal Software, Inc.
                         20883 Stevens Creek Boulevard
                          Cupertino, California 95014
                                 (408) 343-4400
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                                ---------------

                                   Copies to:
J. Stephan Dolezalek, Esq.                         Kevin P. Kennedy, Esq.
             Timothy R. Curry, Esq.                            SHEARMAN & STERLING
           David A. Makarechian, Esq.                          1550 El Camino Real
            Elizabeth A.R. Yee, Esq.                       Menlo Park, California 94025
        BROBECK, PHLEGER & HARRISON LLP                           (650) 330-2200
             Two Embarcadero Place
                 2200 Geng Road
          Palo Alto, California 94303
                 (650) 424-0160
---------------

        Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.

                                ---------------

  If the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act"), check the following box. [_]
  If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
  If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
  If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
  If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

                                ---------------

                        CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Proposed
                                           Proposed      Maximum
 Title of Each Class of                    Maximum      Aggregate    Amount of
    Securities to be      Amount to be  Offering Price   Offering   Registration
       Registered         Registered(1)  Per Share(2)    Price(2)       Fee
--------------------------------------------------------------------------------
Common Stock, $0.001 par
 value.................     5,750,000      $51.3125    $295,046,875  $82,023.04
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(1) Includes 750,000 shares of Common Stock issuable upon exercise of the
    Underwriters' over-allotment option, if any.
(2) Estimated solely for the purpose of calculating the amount of the
    registration fee in accordance with Rule 457(c) under the Securities Act of
    1933, as amended, and based on the average of the high and low prices of
    the common stock reported on the Nasdaq National Market on August 27, 1999.

                                ---------------

  The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until the Registration Statement
shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to Section 8(a), may determine.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information contained in this preliminary prospectus is not complete and  +
+may be changed. These securities may not be sold until the registration       +
+statement filed with the Securities and Exchange Commission is effective.     +
+This prospectus is not an offer to sell nor does it seek an offer to buy      +
+these securities in any jurisdiction where the offer or sale is not           +
+permitted.                                                                    +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
                 Subject to Completion. Dated August 30, 1999.

                                5,000,000 Shares

                             Portal Software, Inc.

[LOGO OF PORTAL APPEARS HERE]
                                  Common Stock

                                  -----------

  Portal Software, Inc. is offering 2,000,000 shares to be sold in the
offering. The selling stockholders identified in this prospectus are offering
an additional 3,000,000 shares. Portal will not receive any of the proceeds
from the sale of shares by the selling stockholders.

  Portal's common stock is traded on the Nasdaq National Market under the
symbol "PRSF". On August   , 1999 the last reported sale price for the common
stock on the Nasdaq National Market was $    per share.

  See "Risk Factors" beginning on page 6 to read about certain factors you
should consider before buying shares of the common stock.

                                  -----------

  Neither the Securities and Exchange Commission nor any other regulatory body
has approved or disapproved of these securities or passed upon the accuracy or
adequacy of this prospectus. Any representation to the contrary is a criminal
offense.

                                  -----------
Per Share    Total
                                                         ---------    -----
Initial price to public..............................  $        $
   Underwriting discount................................  $        $
   Proceeds, before expenses, to Portal.................  $        $
   Proceeds, before expenses, to the selling
    stockholders........................................  $        $
The underwriters may, under certain circumstances, purchase up to an
additional 750,000 shares from Portal at the initial price to public less the
underwriting discount.

                                  -----------

  The underwriters expect to deliver the shares in New York, New York on     ,
1999.

Goldman, Sachs & Co.

         BancBoston Robertson Stephens

                  Credit Suisse First Boston

                           Donaldson, Lufkin & Jenrette

                                                               Hambrecht & Quist

                                  -----------

                         Prospectus dated      , 1999.
[DESCRIPTION OF ARTWORK]

Images of the different screens from Infranet.

A diagram with the word "Infranet" in the middle and spokes extending outward
in all directions. Each spoke indicates an element of an Internet-based
service provider's business.

A list of Portal's representative customers above Portal's logo is on the
bottom right-hand side of the page.

INSIDE FRONT COVER

  The inside front cover of the prospectus has a caption centered across the
top of the page which reads "Customer Management and Billing Software
Solutions for Providers of Internet-Based Services."

  Along the left side of the page reading from bottom to top vertically is the
phrase "Real Time." "Real Time" is embedded in a blue stripe which runs from
the bottom to the top of the page vertically.

  To the right of the phrase "Real Time" and below the caption "Customer
Management and Billing Software Solutions for Providers of Internet-Based
Services" is the image of a clock. Imaged over the clock in the center of face
is the Portal logo and below the logo is the phrase the words "Real Time No
Limits" and below this caption is a list entitled "Valued Benefits." Under
"Valued Benefits" there are three bullet points which read: "Rapid Service
Introduction," "Effective Customer Management" and "Flexible Market Response."
At approximately three o'clock on the face of the clock is a picture of a hand
holding up a computer. Below this picture at approximately 4 o'clock is the
caption and sentence which reads, "Support the Services. Portal lets providers
of Internet-based services rapidly offer a variety of Internet-based services
with flexible service bundling and pricing options, keeping pace with market
demands." At approximately 7 o'clock there is a picture of a hand holding a
stack of money. At approximately 8 o'clock, there is a caption and sentence
which corresponds to the hand holding the stack of money that reads, "Collect
the Money. Portal maintains real time subscriber account information and
allows subscribers to access billing and service information directly,
reducing support needs and improving satisfaction." At approximately 10
o'clock there is a picture of hand holding a mouse. At approximately 12
o'clock there is a caption and sentence which corresponds to the hand holding
the mouse which reads, "Manage the Subscribers. Portal offers instant
subscriber registration and service activation coupled with a range of cost-
effective features designed to ensure effective customer management and
marketing."
PROSPECTUS SUMMARY

  You should read the following summary together with the more detailed
information regarding our company, the common stock being sold in this offering
and our consolidated financial statements and notes to those statements
appearing elsewhere in this prospectus. Except as set forth in the consolidated
financial statements or as otherwise specified in this prospectus, all
information in this prospectus assumes no exercise of the underwriters' over-
allotment option.

                             Portal Software, Inc.

                                  Our Business

  We develop, market and support real-time, scalable customer management and
billing software, or CM&B software, for providers of Internet-based services.
Our Infranet software is a comprehensive solution that meets the complex,
mission-critical provisioning, accounting, reporting and marketing needs of
providers of Internet-based services. Our "Real Time No Limits" Infranet
solution 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. We
have built Infranet using an open architecture with fully documented
application programming interfaces, or APIs, which facilitate customization,
integration with existing software applications, and creation of new services
by our customers, partners and third parties.

  We were founded in 1985 as an on-line service and one of the first Internet
service providers, or ISPs, and we began focusing in late 1993 on developing
and marketing real-time CM&B software for the Internet. We shipped the first
generally available version of Infranet in May 1996. Our approximately 130
Infranet customers include ISPs, such as Concentric Network Corporation and
UUNET Technologies, Inc.; on-line enterprises, such as Juno Online Services,
Inc. and 3Com Corporation's Palm.net; and on-line divisions of
telecommunications carriers, such as BellSouth Corp. and U S West, Inc.

                             Our Market Opportunity

  Providers of Internet-based services and telecommunications carriers are
demanding enhanced capabilities from their CM&B systems as the relentless pace
of change and innovation mandates a new level of CM&B performance and
functionality. Existing CM&B systems used by many traditional
telecommunications carriers are not designed to accommodate "always on", data-
oriented services and can generally be characterized as:

  . inflexible;

  . capable only of periodic processing or "batch-oriented";

  . proprietary;

  . centralized; and

  . difficult to scale in an Internet environment.

Existing CM&B solutions have significant difficulties in adapting to the needs
of providers of Internet-based services that continually introduce new services
and programs.

  We believe that providers of Internet-based services will increasingly
require a CM&B solution that is real-time, distributed, scalable, flexible and
easily adaptable to a vast number of emerging products and services. Infranet
is designed to meet the critical functional requirements of scalability,
enterprise-wide integration, including interoperability with legacy systems,
comprehensive functionality, ease of use, flexibility and improved time to
market. This enables service providers to capture the business benefits of
increased revenue, reduced costs and improved customer service.

                                  Our Strategy

  Our strategy is to establish Portal as the CM&B platform of choice for
providers of Internet-based services. Key elements of this strategy are:

  Extend Market Leadership Position. Our objective is to extend our position as
a leader in

                                       3
the Internet-based CM&B market to establish Portal as the broad platform of
choice for providers of Internet-based services. We intend to take advantage of
our technological leadership, strategic partnerships, significant customer
relationships, broad-based sales and marketing efforts and scalable business
model to create a widespread customer base that will be difficult for potential
competitors to penetrate.

  Target Leading Providers of Advanced Communications Services Worldwide. The
scalability and flexibility of Infranet enables us to target a broad range of
providers of Internet-based services, including on-line service divisions of
major telecommunications providers worldwide, on-line service providers and
companies that use the Internet to provide entirely new types of communications
services.

  Build a Long-Term, High Margin, Software-Driven Business Model. The
scalability, comprehensive functionality and extensibility of Infranet,
combined with our strategic partnerships, are designed to allow us to achieve
and maintain a high margin, software-driven business, rather than the service-
intensive, customer-specific approach of many of our competitors.

  Leverage Partnerships and Alliances with Systems Integrators, and with
Platform, Software and Services Providers. We have established a series of
partnerships and alliances with systems integrators, such as Andersen
Consulting LLP, Cap Gemini Group, NTT Software Corporation and
PricewaterhouseCoopers LLP and hardware platform, software and services
providers, such as Cisco Systems, Inc., Compaq Corporation, Hewlett-Packard
Company, Microsoft Corporation, Oracle Corporation and Sun Microsystems, Inc.
We believe that our partnership strategy is unique in breadth and scope within
our market, provides us with a competitive advantage and serves as a "force
multiplier" which leverages our own internal capabilities.

  Grow with Customers and the Internet.  Our strategy is to maximize
opportunities for long-term revenue growth by targeting service providers with
excellent growth prospects and capitalizing on additional sales opportunities
with our customers through the addition of subscribers, add-on component sales,
additional service revenues and maintenance and support agreements. We intend
to continue to evolve and refine our business to track the growth of Internet-
based services, so that as these services proliferate, our revenue growth
opportunities will also increase.

                             Corporate Information

  Portal Software, Inc. was incorporated in California in March 1994 as Portal
Information Network, Inc. In December 1995, Portal Communications Company, a
company founded by John E. Little, Portal's Chief Executive Officer, and
incorporated in California in May 1985, was merged with and into Portal
Information Network, Inc. In October 1997, Portal Information Network, Inc.
changed its name to Portal Software, Inc. Portal Software, Inc. reincorporated
in Delaware in April 1999. References in this prospectus to "Portal", "we",
"our" and "us" refer to Portal Software, Inc., a Delaware corporation, its
predecessors, and each of its subsidiaries. Portal's principal executive
offices are located at 20883 Stevens Creek Boulevard, Cupertino, California
95014 and Portal's telephone number is (408) 343-4400. Information contained on
Portal's Web site does not constitute part of this prospectus.

  Portal(R) and Infranet(R) are registered trademarks of Portal and the Portal
logo, Infranet IPT(TM), Real Time No Limits(TM), Infranet FreeServ(TM) and
Infranet DNA(TM) are trademarks of Portal. Each trademark, tradename or service
mark of any other company appearing in this prospectus belongs to its holder.

                                       4
The Offering
Common stock offered by Portal........................ 2,000,000 shares

Common stock offered by the selling stockholders. .... 3,000,000 shares

Common stock to be outstanding after the offering .... 77,440,381 shares

Use of proceeds....................................... For general corporate
                                                       purposes, working
                                                       capital, including sales
                                                       and marketing
                                                       activities, product
                                                       development and support
                                                       and capital
                                                       expenditures. See "Use
                                                       of Proceeds". Portal
                                                       will not receive any
                                                       proceeds from the sale
                                                       of common stock by any
                                                       selling stockholders.

Nasdaq National Market symbol......................... PRSF
The common stock outstanding after this offering excludes:
  . 9,562,830 shares of common stock issuable upon exercise of stock options
    and warrants outstanding as of July 31, 1999 at a weighted average
    exercise price of $7.09 per share

  . 4,028,872 shares of common stock available for grant under our 1999 Stock
    Incentive Plan and

  . 1,800,000 shares of common stock reserved for issuance under our 1999
    Employee Stock Purchase Plan.

  See "Capitalization", "Management--Benefit Plans", "Description of Capital
Stock" and Note 6 of Notes to Consolidated Financial Statements.
                      Summary Consolidated Financial Data
                    (in thousands, except per share amounts)
Six Months
                                      Year Ended January 31,                  Ended July 31,
                          --------------------------------------------------  ----------------
                             1995       1996      1997      1998      1999     1998     1999
                          ----------- --------  --------  --------  --------  -------  -------
                          (unaudited)                                           (unaudited)
Consolidated Statement
 of Operations Data:
Total revenues..........   $  1,517   $  1,862  $  5,045  $  9,416  $ 26,669  $ 8,353  $35,975
Total costs and
 expenses...............      1,717      2,347     7,299    16,802    43,797   15,145   46,274
Loss from operations....       (200)      (485)   (2,254)   (7,386)  (17,128)  (6,792) (10,299)
Net loss................       (197)      (535)   (2,274)   (7,587)  (17,408)  (6,656)  (6,310)
Pro forma basic and
 diluted net loss per
 share (unaudited)......                                            $  (0.30)  $(0.12) $ (0.10)
                                                                    ========  =======  =======
Shares used in computing
 pro forma basic and
 diluted net loss per
 share (unaudited)......                                              58,084   55,687   66,244
                                                                    ========  =======  =======
July 31, 1999
                                                            --------------------
                                                             Actual  As Adjusted
                                                            -------- -----------
                                                                 (unaudited)
Consolidated Balance Sheet Data:
Cash and cash equivalents.................................. $ 71,044    $
Working capital............................................   84,847
Total assets...............................................  139,898
Long-term obligations, net of current portion..............    2,119    2,119
Stockholders' equity.......................................   95,502
The consolidated balance sheet data is set forth on an actual basis and as
adjusted to reflect the sale of 2,000,000 shares of common stock in this
offering at the initial price to public of    per share and after deducting the
estimated underwriting discount and the estimated offering expenses. See "Use
of Proceeds" and "Capitalization".

                                       5
RISK FACTORS

  You should carefully consider the risks and uncertainties described below
before making an investment decision. The risks and uncertainties described
below are not the only ones facing our company. Additional risks and
uncertainties that we are unaware of or that we currently deem immaterial also
may become important factors that may adversely affect our company.

                         Risks related to our business

It is difficult to predict our business because we have a limited history
operating as a provider of CM&B software

  Our results of operations for the six months ended July 31, 1999 contained in
this prospectus are not necessarily indicative of our results for the fiscal
year ending January 31, 2000 or any other future period. Moreover, Portal has a
relatively brief operating history as a provider of CM&B software and had no
meaningful license revenue until 1996. Therefore, Portal will experience the
risks and difficulties frequently encountered by early stage companies in new
and rapidly evolving markets, including those discussed below and in
Management's Discussion and Analysis of Financial Condition and Results of
Operations. Our business strategy may not prove successful and we may not
successfully address these risks.

We have not achieved profitability and expect to continue to incur net losses
for at least the next several quarters

  In order to become profitable, we must increase our revenues. We may not be
able to increase or even maintain our revenues, and we may not achieve
sufficient revenues or profitability in any future period. We incurred net
losses of approximately $6.3 million for the six months ended July 31, 1999,
$17.4 million for fiscal year 1999, $7.6 million for fiscal year 1998 and $2.3
million for fiscal year 1997. We have not achieved profitability and expect to
continue to incur net losses for at least the next several quarters even if
sales of our CM&B software continue to grow.

  In addition, we expect to significantly increase our sales and marketing,
product development and administrative expenses. As a result, we will need to
generate significant revenues from sales of Infranet to achieve and maintain
profitability. We expect that we will face increased competition which will
make it more difficult to increase our revenues. Even if we are able to
increase revenues, we may experience price competition which would lower our
gross margins and our profitability. Another factor that will 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 generally have lower
margins.

  If we do achieve profitability, we cannot be certain that we can sustain or
increase profitability on a quarterly or annual basis. See "Selected
Consolidated Financial Data" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations".

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. In future quarters, our operating results
may be below the expectations of public market analysts and investors, and the
price of our common stock may fall. Factors that could cause quarterly
fluctuations include:

  . variations in demand for our products and services;

  . 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;

  . delays in introducing new products and services;

                                       6
. new product introductions by competitors;

  . changes in our pricing policies or the pricing policies of our
    competitors;

  . 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;

  . 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 ISPs
    and other providers of Internet-based services.

  We have difficulty predicting the volume and timing of orders. For example,
substantially all of our future revenues will come from licenses of Infranet
and related services, and the market for this product is in its early stages of
development and is therefore unpredictable. 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. Significant sales
may also occur earlier than expected, which could cause operating results for
later quarters to compare unfavorably with operating results from earlier
quarters.

  We record as deferred revenue 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 was signed, and we may not be able to predict
accurately when revenues from these contracts will be recognized.

  We plan to significantly increase our operating expenses to expand our sales
and marketing operations, broaden our customer support capabilities, develop
new distribution channels and fund greater levels of research and development.
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 term. As a
result, a 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.

  Due to the foregoing factors, we believe that quarter-to-quarter comparisons
of our operating results are not a good indication of our future performance.
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations".

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 has been three to six 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.
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

                                       7
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. See "--Our quarterly
operating results may fluctuate in future periods and we may fail to meet
expectations" and "Business--Sales and Marketing".

Our business depends on the commercial acceptance of Infranet, and it is
uncertain to what extent the market will accept this product

  Our future growth depends on the commercial success of Infranet.
Substantially all of our licensing revenues are derived from Infranet. Our
business will be harmed if our target customers do not adopt and purchase
Infranet. The market for Internet-based CM&B software is in its early stages of
development. Our future financial performance will also depend on the
successful development, introduction and customer acceptance of new and
enhanced versions of Infranet. We are not certain that our target customers
will widely adopt and deploy Infranet as their CM&B 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 applicants or for additional subscribers. Their failure
to do so could harm our business.

  Significant technical challenges arise in our business because many of our
customers purchase and implement Infranet in phases, 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.
Implementation currently requires participation by our professional services
group, which has significantly limited resources. Some customers may also
require us to develop costly customized features or capabilities, which
increase our costs and consume our limited customer service and support
resources. Also, revenues we derive from our services business have a
significantly lower margin than revenues derived from licensing Infranet. If
new or existing customers have difficulty deploying our products or require
significant amounts of our professional services support, our operating margins
could be harmed.

We must hire and retain qualified sales personnel to sell Infranet

  Our financial success and our ability to increase revenues in the future
depend considerably upon the growth and productivity of our direct sales force
which has historically generated a majority of our license revenues. This
productivity and growth will depend to a large degree on our success in
recruiting, training and retaining additional direct salespeople. There is a
shortage of 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.

  In addition, because we currently rely on indirect sales for a significant
portion of our market opportunities, we may miss sales opportunities that are
available through other sales distribution methods and other sources of leads,
such as domestic and foreign resellers and value-added resellers. In the
future, we intend to augment our indirect sales distribution methods through
additional third-party distribution arrangements. However, there is no
guarantee that we will successfully augment these arrangements or that the
expansion of indirect sales distribution methods will increase revenues. We may
be at a serious competitive disadvantage if we fail to enhance these indirect
sales channels. See "Business--Sales and Marketing".

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 revenues from

                                       8
customers that have significant relationships with our market and platform
partners. 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.

  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 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 may be terminated by either party
without cause or penalty and with limited notice. 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 Infranet than
we would otherwise, and our efforts may not be as effective as those of our
partners, either of which would harm our business.

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. As a result, if a large
contract is cancelled or deferred or an anticipated contract does not
materialize, our business would be harmed. We have initially targeted large
ISPs, including on-line divisions of telecommunications carriers and other
providers of Internet-based services. Some of the industries we have targeted
are consolidating, which could reduce the number of potential customers
available to us. See "Business--Customers".

Our business will suffer dramatically if we fail to successfully manage our
growth

  Our ability to successfully offer Infranet and new products and services in a
rapidly evolving market requires an effective planning and management process.
We continue to increase the scope of our operations domestically and
internationally and have grown our headcount substantially. Our business will
suffer dramatically if we fail to effectively manage this growth. On July 31,
1999, we had more than 412 employees, compared to a total of 242 employees on
January 31, 1999. We expect to continue to hire new employees at a rapid pace.
This growth has placed, and our anticipated future operations will continue to
place, a significant strain on our management systems and resources and on our
internal training capabilities. 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 work
force worldwide. Although we have entered into a lease for new facilities for
our headquarters in Cupertino, California, we expect that we will have to
continue to expand our facilities, and we may face difficulties and significant
expenses identifying and moving into suitable office space.

Our significant international operations and our planned expansion of our
international operations make us much more susceptible to risks from
international operations

  For the six months ended July 31, 1999 and the year ended January 31, 1999,
we derived approximately 31% and 27% 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;

  . difficulties in staffing and managing foreign operations;

  . longer sales and payment cycles;

  . greater difficulties in collecting accounts receivable;

                                       9
. 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, France, Germany, Hong Kong, Japan, Spain and the United Kingdom and
plan to establish additional facilities in other parts of the world. The
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.

  Further, our international revenues are denominated 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. We do not currently engage in currency hedging activities.

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

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

  Although we have not done so in the past, we may make acquisitions or
investments in other companies, products or technologies. 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.

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 CM&B software
may have filed or may intend to file patent applications covering aspects of
their technology upon which they may claim our technology infringes. We cannot
be certain that any of these competitors will not make a claim of infringement
against us with respect to our products and technology. 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

                                       10
addition, litigation could cause product shipment delays or require us to
develop non-infringing technology or enter into royalty or licensing
agreements. These 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.
See "Business--Intellectual Property".

Our business will suffer if our software contains 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. Computer
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 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, particularly if the damages
relate to Year 2000 liability 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.

  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. See
"Business--Products and Services".

Year 2000 issues present technological risks, could cause disruption to our
business and could harm sales of Infranet

  Concern over, and problems associated with the impact of the occurrence of
the Year 2000 on our software products, internal systems, customers, suppliers
and the overall software industry could affect our future operating results in
several ways. Errors or defects that affect the operation of our software could
result in:

  . delay or loss of revenue;

  . cancellation of customer contracts;

                                       11
. diversion of development resources;

  . damage to our reputation;

  . increased service and warranty costs; and

  . litigation costs.

  We are still in the process of completing our Year 2000 readiness plans,
tests and analyses and face uncertainty as a result. Infranet operates in
complex network environments and directly and indirectly interacts with a
number of other hardware and software systems. Our software also interfaces
with third-party systems, such as credit card processing services and customer-
specific modifications that our service providers, third-party integrators and
customers have created to be used with Infranet. Despite preliminary
investigation and testing by us and our partners, Infranet and the underlying
systems and protocols running it may contain previously undetected errors or
defects associated with Year 2000 date functions. Furthermore, our testing to
date has been limited to the current version of Infranet and two prior releases
of Infranet. Several of our customers may continue to use versions of Infranet
that predate these versions of the product. We may not identify all Year 2000
failures in our partners' products. We have attempted to ascertain which
release or releases of our partners' products are Year 2000 compliant.

  To date, Portal has received compliance information from most of its material
partners. However, Portal may be unable to obtain compliance information from
all of these partners. Moreover, our partners may detect errors in their
products after previously indicating that their products are Year 2000
compliant. Such revelations by our partners, have occurred in the past and may
occur in the future; and these revelations have and could cause us to make
changes in our products in response. In addition, some of our customers elect
to integrate Infranet with interfaces not ordinarily supported by Portal. This
integration, whether performed by Portal, the customer or a third party systems
integrator, is also not within the scope of Portal's in-house testing efforts.
Portal has advised all customers that they must independently test these
integrations for Year 2000 compliance.

  We also are in the process of evaluating and assessing Year 2000 compliance
of many of our internal systems. Accordingly, we are unable to predict to what
extent our business may be affected if our software, the systems that operate
in conjunction with our software or our internal systems experience a material
Year 2000 failure.

  The purchasing patterns of our customers and potential customers based on
Year 2000 issues may make it difficult to predict future sales of Infranet.
Many companies are deferring software purchases until after January 1, 2000.
Other companies are accelerating purchases of software products prior to 2000
which could cause an increase in short-term demand from those customers and a
possible decrease in future demand. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations".

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

                                       12
delayed or lost sales and increased costs and could harm our business in the
short-term.

Our officers and directors will be able to exert significant control on Portal

  Executive officers, directors and entities affiliated with them will, in the
aggregate, beneficially own approximately   % of our outstanding common stock
following the completion of this offering. In addition, Cisco, which owns
3,000,000 shares of common stock, has agreed in certain circumstances to vote
all shares of common stock it owns, in the event that the board of directors of
Portal approves a sale of substantially all of the assets of Portal, or a
merger in which Portal is not the surviving corporation, in proportion to the
vote of all of the stockholders of Portal. This may further enhance our
officers' and directors' ability to exert control over Portal. These
stockholders, if acting together, would be able to significantly influence all
matters requiring approval by our stockholders, including the election of
directors and the approval of mergers or other business combination
transactions. See "Principal and Selling Stockholders" and "Description of
Capital Stock--Private Placement".

We are subject to anti-takeover provisions that could delay or prevent an
acquisition of our company

  Our board of directors has the authority to issue up to 5,000,000 shares of
preferred stock. Further, without any further vote or action on the part of the
stockholders, our board of directors will have the authority to determine the
price, rights, preferences, privileges and restrictions of the preferred stock.
This preferred stock, if it is ever issued, may have preference over and harm
the rights of the holders of common stock. Although the issuance of this
preferred stock will provide us with flexibility in connection with possible
acquisitions and other corporate purposes, this issuance may make it more
difficult for a third party to acquire a majority of our outstanding voting
stock. We currently have no plans to issue preferred stock.

  Certain provisions of our amended and restated certificate of incorporation
and bylaws and the Delaware General Corporation Law may delay or impede a
merger, tender offer or proxy contest involving Portal. Furthermore, the board
of directors is divided into three classes, only one of which is elected each
year. Directors may only be removed by the affirmative vote of 66 2/3% or
greater of all classes of voting stock, and the removal must be for cause.
These factors may further delay or prevent a change of control of Portal.

  In addition, we have entered into an agreement with Cisco that could delay or
prevent us from being acquired. Subject to certain limitations, if we enter
into negotiations with certain third parties regarding a potential merger,
acquisition or other business combination, we must notify Cisco of that
potential transaction no later than seven days prior to executing a definitive
agreement. Cisco has seven days from the date of our notification to prepare
its own offer for consideration by us and our board of directors. See
"Description of Capital Stock--Private Placement".

We do not intend to pay dividends on our common stock

  We have never declared or paid any cash dividends on our capital stock. We
currently intend to retain any future earnings for funding growth and,
therefore, do not expect to pay any dividends in the foreseeable future. See
"Dividend Policy".

                       Risks related to the CM&B industry

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

  The market for CM&B software and services and Internet applications is
characterized by:

  . rapid technological change;

  . frequent new product introductions;

  . changes in customer requirements; and

  . evolving industry standards.

                                       13
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 Internet-related
applications. 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 new, intensely competitive, highly fragmented
and rapidly changing. We face competition from providers of traditional CM&B
software such as Amdocs Limited, Kenan Systems Corporation, which was recently
acquired by Lucent Technologies, Inc., LHS Group Inc. and Saville Systems PLC,
which was recently acquired by ADC Telecommunications, Inc.; emerging providers
of Internet-specific billing software, such as Belle Systems S/A, Solect
Technology Group and TAI Corporation, which was recently acquired by Convergys
Corporation; and proprietary systems developed by providers of Internet-based
services. We also compete with systems integrators and with internal MIS
departments of larger telecommunications carriers. We are aware of numerous
other major ISPs, software developers and smaller entrepreneurial companies
that are focusing significant resources on developing and marketing products
and services that will compete with Infranet. We anticipate continued growth
and competition in the on-line services and telecommunications industries and
the entrance of new competitors into the CM&B software market, and that the
market for our products and services will remain intensely competitive. We
expect that competition will increase in the near term and that our primary
long-term competitors may have not yet entered the market. Many of our current
and future competitors have significantly more personnel and greater financial,
technical, marketing and other resources than we do.

  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.
See "Business--Competition".

Our business substantially depends upon the continued growth of the Internet
and Internet-based services

  We sell Infranet to organizations providing Internet-based services.
Consequently, our future revenues and profits, if any, substantially depend
upon the continued acceptance and use of the Internet as an effective medium of
commerce and communication. Rapid growth in the use of the Internet and on-line
services is a recent phenomenon and it may not continue. As a result, a broad
base of regular Internet users may not develop, and the market may not accept
recently introduced services and products that rely upon the Internet, such as
Infranet.

Future regulation of the Internet may slow its growth, resulting in decreased
demand for our products and services and increased costs of doing business

  Due to the increasing popularity and use of the Internet, it is possible that
state and federal

                                       14
regulators could adopt laws and regulations that may impose additional burdens
on those companies conducting business on-line.

  The growth and development of the market for Internet-based services may
prompt calls for more stringent consumer protection laws. The adoption of any
additional laws or regulations may decrease the expansion of the Internet. A
decline in the growth of the Internet could decrease demand for our products
and services and increase our cost of doing business, or otherwise harm our
business. Moreover, the applicability to the Internet of existing laws in
various jurisdictions governing issues such as property ownership, sales tax,
libel and personal privacy is uncertain and may take years to resolve. Our
costs could increase and our growth could be harmed by any new legislation or
regulation, the application of laws and regulations from jurisdictions whose
laws do not currently apply to our business, or the application of existing
laws and regulations to the Internet and other on-line services.

Our future success depends on our ability to attract and retain additional
personnel, particularly qualified sales personnel

  We intend to hire a significant number of additional sales, support,
marketing, administrative and research and development personnel in 1999 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 continue to grow if we cannot attract qualified personnel. We
currently have a small customer service and support organization and will need
to increase our staff to support new customers and the expanding needs of our
existing customers. Hiring qualified customer service and support personnel, as
well as sales, marketing, administrative and research and development
personnel, is very competitive in our industry, particularly in the San
Francisco Bay Area, where Portal is headquartered, due to the limited number of
people available with the necessary technical skills and understanding of the
Internet. We may experience greater difficulty attracting these personnel with
equity incentives as a public company than we did as a privately held company.
Our future success also depends upon the continued service of our executive
officers and other key sales, marketing and support personnel in general, and
on the services of John E. Little, our President and Chief Executive Officer,
and David S. Labuda, our Chief Technology Officer, in particular. None of our
officers or key employees is bound by an employment agreement for any specific
term. Our relationships with these officers and key employees are at will.

                         Risks related to this offering

We have substantial discretion as to how to use the proceeds from this offering

  Our management has broad discretion as to how to spend the proceeds from this
offering and may spend these proceeds in ways with which our stockholders may
not agree. We cannot predict that investment of the proceeds will yield a
favorable or any return. See "Use of Proceeds".

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

  The trading price of our common stock has fluctuated in the past and will
fluctuate in the future. This 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 analysts;

  . announcements and technological innovations or new products by us or our
    competitors;

  . increased price competition;

  . developments or disputes concerning intellectual property rights; and

  . general conditions in the Internet industry.

                                       15
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 price of stocks of technology companies are often precipitious.
Moreover, of the 75,440,381 currently outstanding shares, approximately
29,169,064 shares are currently subject to lockup agreements in connection with
this offering that prohibit their sale in the public market until       , 1999.
In addition, approximately 38,183,176 shares are currently subject to lockup
agreements in connection with our initial public offering that prohibit their
sale in the public market until November 2, 1999. If our stockholders sell
substantial amounts of our common stock, including shares issued upon the
exercise of outstanding options and warrants, in the public market, the market
price of our common stock could fall.

Future sales of shares could affect our stock price

  If our stockholders sell substantial amounts of our common stock, including
shares issued upon the exercise of outstanding options and warrants, in the
public market following this offering, the market price of our common stock
could fall. These sales also might make it more difficult for us to sell equity
or equity-related securities in the future at a time and price that we deem
appropriate. Upon completion of this offering, we will have outstanding
77,440,381 shares of common stock, based upon 75,440,381 shares outstanding as
of July 31, 1999, assuming no exercise of the underwriters' over-allotment
option and no exercise of outstanding options or warrants after July 31, 1999.
Of these shares, the 5,000,000 shares sold in this offering will be freely
tradable. The 4,000,000 shares sold in our initial public offering are freely
tradable.   Of the remaining shares, 38,183,176 shares, which are currently
subject to lockup agreements related to our initial public offering, eligible
for sale in the public market beginning November 2, 1999 and 29,169,064 shares,
which are currently subject to lockup agreements related to this offering,
eligible for sale in the public market beginning    ,    1999.

This prospectus contains forward-looking statements; these statements are not
guarantees of future performance and are subject to certain risks,
uncertainties and other factors, some of which are beyond our control

  This prospectus contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, 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 certain 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 "Risk Factors" and elsewhere in this prospectus. 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 prospectus. 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 prospectus or to reflect
the occurrence of unanticipated events.

                                       16
USE OF PROCEEDS

  The net proceeds to Portal from the sale and issuance of the 2,000,000 shares
of common stock offered by Portal will be $     million (approximately $
million if the underwriters' over-allotment option is exercised in full), at
the public offering price of $      per share after deducting the underwriting
discount and estimated offering expenses. Portal is conducting this offering
primarily to increase its working capital. Portal intends to use the net
proceeds for general corporate purposes, including sales and marketing
activities, product development and support and capital expenditures.
  Portal may also use a portion of the net proceeds to acquire or invest in
complementary businesses or products or to obtain the right to use
complementary technologies. Portal has no agreements or commitments with
respect to any acquisition or investment, and it is not involved in any
negotiations with respect to any transaction. Pending these uses, the net
proceeds of this offering will be invested in short-term, interest-bearing,
investment grade securities. Portal will not receive any proceeds from the sale
of stock by the selling stockholders. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations--Liquidity and Capital
Resources".

                          PRICE RANGE OF COMMON STOCK
  Portal common stock has been quoted on the Nasdaq National Market under the
symbol PRSF since Portal's initial public offering in May 1999. Prior to such
time, there was no public market for the common stock of Portal. The following
table sets forth, for the periods indicated, the high and low sale prices per
share of the common stock as reported on the Nasdaq National Market.
High   Low
Fiscal Year 2000                                                  ------ ------
Second Quarter (from May 6, 1999).............................. $59.93 $27.75
  Third Quarter (to August 27, 1999)............................. $51.31 $35.75
On August   , 1999, the reported last sale price of the common stock on the
Nasdaq National Market was $    per share. As of August 3, 1999, there were
approximately 599 stockholders of record of the common stock.

                                DIVIDEND POLICY

  Portal has never declared or paid dividends on its capital stock and does not
anticipate declaring or paying cash dividends in the foreseeable future.
Payments of future dividends, if any, will be at the discretion of
Portal's board of directors after taking into account various factors,
including its financial condition, operating results, current and anticipated
cash needs and plans for expansion. Portal's line of credit arrangement with
Imperial Bank prohibits the payment of dividends by Portal without Imperial
Bank's consent.
                                       17
CAPITALIZATION

  The following table sets forth the capitalization of Portal as of July 31,
1999, on an actual basis; and as adjusted to reflect the net proceeds from the
sale of 2,000,000 shares of common stock offered by Portal in this offering at
the offering price of $    per share and after deducting the underwriting
discount and the estimated offering expenses. This table should be read in
conjunction with the consolidated financial statements and notes to
consolidated financial statements appearing elsewhere in this prospectus.
July 31, 1999
                                                           --------------------
                                                           Actual   As Adjusted
                                                           -------  -----------
                                                             (in thousands,
                                                            except share and
                                                           per share amounts)
Current portion of long-term obligations.................. $   479    $   479
                                                           =======    =======
Long-term obligations, excluding current portion.......... $ 2,119    $ 2,119
Stockholders' equity:
Convertible preferred stock: 5,000,000 shares, $0.001 par
 value per share, authorized, actual and as adjusted;
 no shares, issued and outstanding, actual and as
 adjusted.................................................     --         --
Common stock: 250,000,000 shares, $0.001 par value per
 share, authorized, actual and as adjusted; 75,440,381
 shares, issued and outstanding, actual; 77,440,381
 shares, issued and outstanding, as adjusted..............      75
Additional paid-in capital................................ 139,546
Net unrealized loss on investments and other..............     (66)       (66)
Notes receivable from stockholders........................    (359)      (359)
Deferred stock compensation...............................  (9,445)    (9,445)
Accumulated deficit....................................... (34,249)   (34,249)
                                                           -------    -------
Stockholders' equity......................................  95,502
                                                           -------    -------
Total capitalization...................................... $97,621    $
                                                           =======    =======
The number of shares of common stock outstanding as of July 31, 1999
excludes:

  . 9,562,830 shares of common stock issuable upon exercise of stock options
    and warrants outstanding at a weighted average exercise price of $7.09
    per share;

  . 4,028,872 shares of common stock available for grant under the 1999 Stock
    Incentive Plan; and

  . 1,800,000 shares of common stock reserved for issuance under Portal's
    1999 Employee Stock Purchase Plan.

See "Management--Benefit Plans", "Description of Capital Stock" and Note 6 of
Notes to Consolidated Financial Statements.

                                       18
DILUTION

  The net tangible book value (deficit) of Portal at July 31, 1999, was
approximately $91,692,000, or $1.22 per share. Net tangible book value
(deficit) per share represents total tangible assets less total liabilities,
divided by the number of shares of common stock outstanding. After giving
effect to the shares of common stock offered in this offering at an offering
price of $     per share, and after deducting the underwriting discount and
estimated offering expenses, Portal's net tangible book value at July 31, 1999
would have been $        , or $     per share. This represents an immediate
increase in net
tangible book value of $     per share to existing stockholders and an
immediate dilution of $     per share to new investors purchasing shares of
common stock in this offering. Dilution is defined as the reduction in the
proportion of income, or earnings per share, to which each share is entitled
due to the issuance of additional shares. With the sale and issuance of
2,000,000 shares in this offering, existing stockholders will suffer an
immediate reduction in the net tangible book value of their shares because
such additional shares decrease the percentage ownership of the existing
stockholder. The following table illustrates this dilution:
Initial price to public............................................        $
  Net tangible book value (deficit) per share prior to the
   offering........................................................ $ 1.22
  Increase per share attributable to new investors.................
                                                                    ------
Pro forma net tangible book value per share after the offering.....
                                                                           -----
Dilution per share to new investors................................        $
                                                                           =====
The following table summarizes, as of July 31, 1999, the total number of
shares and consideration paid to Portal and the average price per share paid
by existing stockholders and
by new investors purchasing shares of common stock in this offering at the
initial price to public of $     per share (before deducting the estimated
underwriting discount and estimated offering expenses):
Total
                               Shares Purchased    Consideration
                              ------------------ ----------------- Average Price
                                Number   Percent  Amount   Percent   Per Share
                              ---------- ------- --------- ------- -------------
Existing stockholders........ 75,440,381   97.4% $               %   $
New investors................  2,000,000    2.6
                              ----------  -----  ---------  -----
Totals....................... 77,440,381  100.0% $          100.0%
                              ==========  =====  =========  =====
The foregoing computations are based on the number of shares of common stock
outstanding as of July 31, 1999 and exclude:

  . 9,562,830 shares of common stock issuable upon exercise of stock options
    and warrants outstanding at a weighted average exercise price of $7.09
    per share;

  . 4,028,872 shares of common stock available for grant under the 1999 Stock
    Incentive Plan; and

  . 1,800,000 shares of common stock reserved for issuance under the 1999
    Employee Stock Purchase Plan.

  To the extent that any of these options or warrants are exercised, there
will be further dilution to new investors. See "Capitalization", "Management--
Benefit Plans", "Description of Capital Stock" and Note 6 of Notes to
Consolidated Financial Statements.

                                      19
SELECTED CONSOLIDATED FINANCIAL DATA

  The selected consolidated financial data set forth below should be read in
conjunction with the "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and the Consolidated Financial Statements
of Portal Software, Inc. and the Notes to Consolidated Financial Statements
included elsewhere in this prospectus. The consolidated statement of operations
data set forth below for the fiscal years ended January 31, 1997, 1998 and 1999
and the consolidated balance sheet data at January 31, 1998 and 1999 have been
derived from audited consolidated financial statements of Portal Software, Inc.
included elsewhere in this prospectus, which have been audited by Ernst & Young
LLP, Independent Auditors. The consolidated statement of operations data for
the year ended January 31, 1996 and the consolidated balance sheet data at
January 31, 1996 and 1997, are derived from audited consolidated financial
statements that are not included in this prospectus. The consolidated statement
of operations data for the year ended January 31, 1995 and the consolidated
balance sheet data at January 31, 1995 are unaudited. The consolidated
statement of operations data for the six month periods ended July 31, 1998 and
1999 and the balance sheet data as of July 31, 1998 and 1999 are derived from
unaudited financial statements of Portal Software, Inc. included elsewhere in
this prospectus and include all adjustments consisting only of normal,
recurring adjustments, which we consider necessary for a fair presentation of
that data. The basic and diluted net loss per share and the pro forma basic and
diluted net loss per share computation excludes potential shares of common
stock (options and common stock) subject to repurchase rights held by Portal
and warrants, since their effect would be antidilutive. Pro forma basic and
diluted net loss per share reflect the conversion of preferred stock into
common stock from the date of original 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 and pro forma basic and diluted net loss per share. The historical
results are not necessarily indicative of results to be expected for any future
period. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations".
Six Months
                                      Year Ended January 31,                 Ended July 31,
                          -------------------------------------------------  ----------------
                             1995      1996     1997      1998      1999      1998     1999
                          ----------- ------  --------  --------  ---------  -------  -------
                          (unaudited)                                          (unaudited)
                                     (in thousands, except per share amounts)
Consolidated Statement
 of Operations Data:
Revenues:
  License fees..........    $  --     $  --   $  3,944  $  6,892  $  13,536  $ 4,061  $21,715
  Services..............     1,517     1,862     1,101     2,524     13,133    4,292   14,260
                            ------    ------  --------  --------  ---------  -------  -------
   Total revenues.......     1,517     1,862     5,045     9,416     26,669    8,353   35,975
                            ------    ------  --------  --------  ---------  -------  -------
Costs and expenses:
  Cost of license fees..       --         13        62       970        458      146      506
  Cost of services......       791       267       518     2,152      9,425    2,874    8,990
  Research and
   development..........       432       517     2,527     5,628     11,252    4,667   10,456
  Sales and marketing...       --         44     2,371     5,436     14,112    5,141   16,157
  General and
   administrative.......       494     1,506     1,821     2,616      6,253    1,987    5,154
  Amortization of
   deferred stock
   compensation.........       --        --        --        --       2,297      330    5,011
                            ------    ------  --------  --------  ---------  -------  -------
   Total costs and
    expenses............     1,717     2,347     7,299    16,802     43,797   15,145   46,274
                            ------    ------  --------  --------  ---------  -------  -------
Loss from operations....      (200)     (485)   (2,254)   (7,386)   (17,128)  (6,792) (10,299)
Interest income
 (expense) and other
 income, net............         3       (50)      (20)     (201)       435      151    4,805
                            ------    ------  --------  --------  ---------  -------  -------
Loss before income
 taxes..................      (197)     (535)   (2,274)   (7,587)   (16,693)  (6,641)  (5,494)
Provision for income
 taxes..................       --        --        --        --        (715)     (15)    (816)
                            ------    ------  --------  --------  ---------  -------  -------
Net loss................    $ (197)   $ (535) $ (2,274) $ (7,587) $ (17,408) $(6,656) $(6,310)
                            ======    ======  ========  ========  =========  =======  =======
Basic and diluted net
 loss per share ........    $(0.10)   $(0.16) $  (0.18) $  (0.37) $   (0.59) $ (0.24) $ (0.13)
                            ======    ======  ========  ========  =========  =======  =======
Shares used in computing
 basic and diluted net
 loss per share.........     2,017     3,394    12,432    20,786     29,531   27,234   50,224
                            ======    ======  ========  ========  =========  =======  =======
Pro forma basic and
 diluted net loss per
 share (unaudited)......                                          $   (0.30) $ (0.12) $ (0.10)
                                                                  =========  =======  =======
Shares used in computing
 pro forma basic and
 diluted net loss per
 share (unaudited)......                                             58,084   55,687   66,244
                                                                  =========  =======  =======
January 31,                    July 31,
                         -------------------------------------------  -----------
                            1995      1996    1997    1998    1999       1999
                         ----------- ------  ------  ------- -------  -----------
                         (unaudited)        (in thousands)            (unaudited)
Consolidated Balance
 Sheet Data:
Cash and cash
 equivalents ...........    $  16    $  328  $1,540  $14,646 $11,809    $71,044
Short-term investments
 and restricted short-
 term investments.......      --        --      --       --      --      38,359
Working capital
 (deficit)..............     (373)   (1,045)   (651)   6,581  (9,150)    84,847
Restricted long-term
 investments............      --        --      --       --      --       2,259
Total assets............      549       881   3,527   23,125  32,344    139,898
Long-term obligations,
 net of current
 portion................      170        98     447    1,500   2,022      2,119
Stockholders' equity
 (net capital
 deficiency)............      (26)     (652)    111    7,763  (6,551)    95,502
20
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

  Except for historical information, the discussion in this prospectus contains
forward-looking statements that involve risks and uncertainties. These forward-
looking statements include, among others, those statements including the words
"expects", "anticipates", "intends", "believes" and similar language. Portal's
actual results could differ materially from those discussed in this prospectus.
Factors that could cause or contribute to these differences include, but are
not limited to, the risks discussed in the section entitled "Risk Factors" in
this prospectus.

                                    Overview

  Portal Software, Inc. develops, markets and supports real-time customer
management and billing software, known as CM&B software, for providers of
Internet-based services. Portal was incorporated in California in March 1994 as
Portal Information Network, Inc. In December 1995, Portal Communications
Company, a predecessor company that was founded in 1985, was merged with and
into Portal Information Network, Inc. Portal Communications Company operated a
proprietary, network-based on-line system, provided Internet access and hosted
private label on-line services from its inception until 1996 when these
services were discontinued and the individual customers were sold to Sprint
Corporation. In October 1997, Portal Information Network, Inc. changed its name
to Portal Software, Inc.

  In late 1993, Portal began focusing on developing and marketing real-time
CM&B software for the Internet. The first generally available version of the
product, named Infranet, was shipped in May 1996.

  Beginning with fiscal year 1997, substantially all of Portal's 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. Portal believes that future license revenues will be
generated from three sources:

  . license fees from new customers;

  . license fees for new products to existing customers; and

  . growth in the subscriber base of its existing customers, which will lead
    to increased revenue from subscriber-based licenses.

  Revenue from license fees is recognized when a formal agreement exists or
purchase order is received, 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. For electronic delivery,
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 that are not the
ultimate users, such as resellers, is not recognized until the product is
delivered to the end-user. When software services are considered essential,
license revenue under the arrangement is recognized using contract accounting.

  Services revenues are primarily comprised of revenues from systems
integration or other consulting activities, maintenance agreements and training
of customers and partners. Portal recognizes services revenues as these
services are performed. Maintenance agreements provide for technical support
and include the right to unspecified upgrades. Maintenance revenues are
deferred and recognized on a straight-line basis over the life of the related
agreement, which is typically one year. Customer advances and billed amounts
due from customers in excess of revenues recognized are recorded as deferred
revenue.

                                       21
Portal's 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 Portal is paid directly by a customer for a contract
originated by a systems integrator. Agreements with some of these partners
require Portal to make a payment equal to a percentage of the license and
maintenance revenues recognized. Portal has not incurred any shipping,
packaging or documentation costs, as its product has been 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, training and support to Portal's customers.

  Portal has a limited operating history as a software company. Portal incurred
a net loss of $2.3 million for fiscal year 1997, $7.6 million for fiscal year
1998, $17.4 million for fiscal year 1999, $6.7 million for the six months ended
July 31, 1998 and $6.3 million for the six months ended July 31, 1999. As of
July 31, 1999, Portal had an accumulated deficit of $34.2 million. Since 1994,
Portal has not achieved profitability on a quarterly or annual basis, and
Portal anticipates that it will incur net losses for at least the next several
quarters. Portal expects to increase its sales and marketing, product
development and administrative expenses for the foreseeable future. As a
result, Portal will need to generate significant revenues from licenses of
Infranet and related services to achieve and maintain profitability.

  Portal has generated a substantial portion of its historical Infranet
revenues from approximately 130 customers. Portal has established a series of
partnerships with systems integrators and hardware platform, software and
service providers. Portal has derived, and anticipates that it will continue to
derive, a substantial portion of its revenues from customers that have
significant relationships with its market and platform partners.

                             Results of Operations

  The following table sets forth the results of operations for Portal expressed
as a percentage of total revenues. The historical results are not necessarily
indicative of results to be expected for any future period.
Six Months
                                           Year Ended            Ended
                                          January 31,          July 31,
                                         ------------------   --------------
                                         1997   1998   1999   1998     1999
                                         ----   ----   ----   -----    -----
Revenues:
  License fees..........................  78%    73%    51%      49%      60%
  Services..............................  22     27     49       51       40
                                         ---    ---    ---    -----    -----
    Total revenues...................... 100    100    100      100      100
                                         ---    ---    ---    -----    -----
Costs and expenses:
  Cost of license fees..................   1     10      2        2        1
  Cost of services......................  10     23     35       34       25
  Research and development..............  50     60     42       56       29
  Sales and marketing...................  47     58     53       62       45
  General and administrative............  36     28     23       24       15
  Amortization of deferred stock
   compensation.........................  --     --      8        4       14
                                         ---    ---    ---    -----    -----

    Total costs and expenses............ 144    179    163      182      129

Loss from operations.................... (44)   (79)   (63)     (82)     (29)
Interest income (expense) and other
 income, net............................  --     (2)     1        2       13
                                         ---    ---    ---    -----    -----
Loss before income taxes................ (44)   (81)   (62)     (80)     (16)
Provision for income taxes..............  --     --     (3)      --       (2)
                                         ---    ---    ---    -----    -----
Net loss................................ (44)%  (81)%  (65)%    (80)%    (18)%
                                         ===    ===    ===    =====    =====
22
Six Months Ended July 31, 1998 and 1999

                                    Revenues

  Total revenues were $36.0 million in the six months ended July 31, 1999, an
increase of approximately $27.6 million or 331% over the comparable period in
1998. License fees revenues increased as a percentage of total revenues in the
six months ended July 31, 1999 compared to the six months ended July 31, 1998
primarily because license fees revenue growth exceeded services revenue growth.
This was due to increased license sales as a result of the maturization of the
Infranet product and the expansion of the sales and marketing operations. No
customer accounted for more than 10% of total revenue for the six months ended
July 31, 1999 or 1998.

  License fees totaled $21.7 million in the six months ended July 31, 1999, an
increase of approximately $17.7 million or 435% over the comparable period in
1998. The increase in license fees was primarily due to continued expansion in
marketing activities and growth in Portal's sales force as well as greater
demand for and the acceptance of Infranet.

  In order to meet the needs of its customers, Portal has received, and will
continue to receive, requests from customers to provide special features that
do not currently exist in its product but that Portal may agree to provide to
the customer in the future. It is Portal's expectation that certain customers
will continue to negotiate and require features that are not immediately
available. Implementations of special features may in the future result in the
deferral of revenues until the features are delivered. However, as Infranet
matures, Portal expects that fewer orders will require features not yet
available.

  Services revenues were $14.3 million in the six months ended July 31, 1999,
an increase of approximately $10.0 million or 232% over the comparable period
in 1998. The increase in services revenues resulted from the increase in
support and maintenance service fees related to Portal's growing customer base
and the renewal of maintenance contracts. In addition, increased demand for
Portal's consulting and training services to meet the increasingly complex
demands of Portal's customers and its expanding customer base contributed to
this increase.

  North American revenues, which are defined by Portal as revenues from the
United States and Canada, were $25.0 million in the
six months ended July 31, 1999, an increase of approximately $17.9 million or
252%, over the comparable period in 1998. The increase in North American
revenues was primarily due to expanded marketing activities in North America
and growth in sales force as well as greater acceptance of Infranet and growth
in Portal's sales forces in the North American market.

  International revenues for Europe and Intercontinental, which is defined by
Portal as Asia-Pacific, Japan and Latin America, totaled $11.0 million in the
six months ended July 31, 1999, an increase of approximately $9.8 million or
775% over the comparable period ended July 31, 1998. European revenues were
$8.6 million in the six months ended July 31, 1999, an increase of
approximately $7.7 million or 924% over the comparable period in 1998.
Intercontinental revenues were $2.5 million in the six months ended July 31,
1999, an increase of approximately $2.0 million or 482% over the comparable
period in 1998. The increase in international revenues was primarily due to
growth in Portal's direct sales force and increased marketing efforts worldwide
including the establishment of a sales presence in France, Germany, Spain and
Singapore during the period as well as the establishment of Portal's European
headquarters in the United Kingdom in April 1999.

  International revenues represented 31% of total revenues in the six months
ended July 31, 1999, compared with approximately 15% in the comparable period
in 1998. In the six months ended July 31, 1999, revenues from Europe were 24%
of total revenues and revenues from Intercontinental were 7% of total revenues.

                                       23
Six Months
                                                       Ended July 31,
                                                    -------------------- Percent
                                                      1998       1999    Change
                                                    --------- ---------- -------
                                                       (in thousands,
                                                    except percentages)
Geographical Revenues:
North America...................................... $   7,095 $   24,964  252%
  Percentage of total revenues.....................       85%        69%
International
 Europe............................................       835      8,551  924%
  Percentage of total revenues.....................       10%        24%
 Intercontinental..................................       423      2,460  482%
  Percentage of total revenues.....................        5%         7%
                                                    --------- ----------  ----
Total international................................     1,258     11,011  775%
  Percentage of total revenues.....................       15%        31%
                                                    --------- ----------  ----
Total revenues..................................... $   8,353 $   35,975  331%
                                                    ========= ==========  ====
Expenses

Cost of License Fees

  Cost of license fees consists of resellers' commission payments to systems
integrators and third-party royalty obligations. Cost of license fees was $0.5
million in the six months ended July 31, 1999, an increase of approximately
$0.4 million or 247% from the comparable period in 1998. The increase in cost
of license fees is primarily due to increased license revenue and increased
resellers' commissions resulting from Portal expanding its base of systems
integrator partners. Gross margin for license fees was approximately 98% in the
six months ended July 31, 1999 compared to approximately 96% in the comparable
period in 1998. Portal did not incur any shipping, packaging or documentation
costs, as its product was delivered electronically over the Internet.

Cost of Services

  Cost of services primarily consists of maintenance, consulting and training
expenses. Cost of services was $9.0 million in the six months ended July 31,
1999, an increase of approximately $6.1 million or 213% over the comparable
period ended July 31, 1998. The increase in cost of services is primarily due
to an increase in the number of consulting and support personnel necessary to
support both the expansion of Portal's installed base of customers and new
installations. Gross margin for services was approximately 37% in the six
months ended July 31, 1999 compared to approximately 33% in the comparable
period ended July 31, 1998. The increase in gross margin was primarily due to a
decrease in the use of higher cost third-party personnel as a result of the
hiring of additional consulting employees for the six months ended July 31,
1999. Portal expects cost of services to increase substantially in the next few
quarters as a result of the hiring of additional personnel to meet the
increased demand for services.

Research and Development Expenses

  Research and development expenses consist primarily of personnel and related
costs for Portal's development efforts. Research and development expenses were
$10.5 million in the six months ended July 31, 1999, an increase of
approximately $5.8 million or 124% over the comparable period in 1998. The
increase 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 Portal's quality assurance and product publications
operations. Portal currently believes its investment in research and
development will increase substantially during the remainder of fiscal year
2000. Portal has not capitalized any software development costs to date.

Sales and Marketing Expenses

  Sales and marketing expenses consist of personnel and related costs for
Portal's direct sales force, marketing staff and marketing

                                       24
programs, including trade shows, advertising and costs associated with Portal's
recruitment of new and maintenance of existing strategic partnerships. Sales
and marketing expenses were $16.2 million in the six months ended July 31,
1999, an increase of approximately $11.0 million or 214% over the comparable
period ended July 31, 1998. The increase was due to a number of factors
including an increase in the number of sales and marketing personnel, the
opening of new sales offices in the United States, Europe and Hong Kong, the
establishment of a European headquarters in the United Kingdom, the costs of
establishing sales capabilities in China and expenses incurred in connection
with trade shows and additional marketing programs. Portal expects that sales
and marketing expenses will increase substantially over the next 12 months as
Portal hires additional sales and marketing personnel, increases spending on
advertising and marketing programs and establishes sales offices in additional
North American and international locations.

General and Administrative Expenses

  General and administrative expenses consist primarily of personnel and
related costs for general corporate functions, including finance, accounting,
legal and human resources as well as facilities and information system expenses
not allocated to other departments. General and administrative expenses were
$5.2 million in the six months ended July 31, 1999, an increase of
approximately $3.2 million or 159% over the comparable period in 1998. The
increase was primarily due to an increase in the number of general and
administrative personnel and an increase in legal and accounting costs incurred
in connection with business activities. Portal expects that general and
administrative expenses will increase substantially over the current fiscal
year as Portal hires additional general and administrative personnel and
continues to incur legal and accounting costs in connection with business
activities.

Amortization of Deferred Stock Compensation

  Portal recorded deferred stock compensation of approximately $16.8 million in
fiscal year 1999, representing the difference between the exercise prices of
options granted to acquire certain shares of common stock during fiscal year
1999 and the deemed fair value for financial reporting purposes of Portal's
common stock on their respective grant dates. Portal amortized deferred
compensation expense of approximately $5.0 million during the six months ended
July 31, 1999 as compared to $0.3 million incurred during the comparable period
in 1998. This compensation expense relates to options awarded to individuals in
all operating expense categories. Total deferred compensation at July 31, 1999
of approximately $9.4 million is being amortized over the vesting periods of
the options using a graded vesting method. The amortization of deferred
compensation currently recorded is estimated to be $8.2 million for the
entirety of fiscal year 2000, $3.7 million in fiscal year 2001, $1.9 million in
fiscal year 2002 and $0.6 million in fiscal year 2003.

Interest Income (Expense) and Other Income, Net

  Interest income (expense) and other income, net, includes interest and
dividend income from cash, cash equivalents short and long-term investments
offset by interest on capital leases. Interest income (expense) and other
income, net, was $4.8 million in the six months ended July 31, 1999, an
increase of approximately $4.7 million over the comparable period in 1998. The
increase was primarily due to the one-time, noncash gain of $3.8 million upon
remeasurement of the put option granted to Andersen Consulting which was
settled upon completion of our initial public offering in May 1999, and
interest income from the investment of funds received upon completion of our
initial public offering.

                                       25
Provision for Income Taxes

  The $0.8 million income tax provision shown for the six months ended July 31,
1999, compared with no significant provision for income taxes for the
comparable period in 1998, is the result of foreign withholding taxes on
revenue and taxes on earnings generated from operations in certain foreign
jurisdictions. This increase in the provision for income taxes was primarily
due to an increase in the six months ended July 31, 1999 in foreign license
revenue and foreign corporate income taxes over the comparable period in 1998.
Under Statement of Financial Accounting Standards No. 109 (FAS 109), deferred
tax assets and liabilities are determined based on differences between
financial reporting and tax bases of assets and liabilities and are measured
using the enacted tax rates and laws that will be in effect when the
differences are expected to reverse. FAS 109 provides for the recognition of
deferred tax assets if realization of such assets are more likely than not.
Based on the weight of available evidence, the Company has provided a valuation
allowance against certain deferred tax assets. The Company will continue to
evaluate the realizability of the deferred tax assets on a quarterly basis.

                     Years Ended January 31, 1998 and 1999

                                    Revenues

  Total revenues were $26.7 million in fiscal year 1999, an increase of $17.3
million or 183% over fiscal year 1998. In fiscal year 1999, no customer
accounted for 10% or more of total revenues, while one customer, CompuServe, in
fiscal year 1998 accounted for 47% of total revenues. In fiscal year 1999,
Portal's top ten customers accounted for approximately 37% of total revenues,
while in fiscal year 1998, the top ten customers accounted for 83% of total
revenues.

  License fees declined as a percentage of total revenues in fiscal year 1999
compared to fiscal year 1998 primarily due to Portal signing several contracts
in fiscal year 1999 that could not be recognized under Portal's revenue
recognition policy. The license fees on these contracts were deferred because
features promised to the customer were not yet available as the functionality
required by such customers was in the process of being developed, or the
license fees were bundled with services considered essential to the
functionality of the software being delivered. The percentage decline was also
due to increased demand for Portal's services.

  License fees totaled $13.5 million in fiscal year 1999, an increase of $6.6
million or 96% over fiscal year 1998. The increase in license fees was
primarily due to expanded marketing activities, growth in Portal's sales force
and greater demand for and the acceptance of Infranet.
Year Ended January 31,
                                                  ---------------------- Percent
                                                     1998       1999     Change
                                                  ---------------------- -------
                                                      (in thousands,
Geographical Revenues:                             except percentages)
North America.................................... $    7,955 $    19,531  146%
  Percentage of total revenues...................        85%         73%
International
 Europe..........................................      1,072       4,406  311%
  Percentage of total revenues...................        11%         17%
 Intercontinental................................        389       2,732  602%
  Percentage of total revenues...................         4%         10%
                                                  ---------- -----------  ----
Total international..............................      1,461       7,138  389%
  Percentage of total revenues...................        15%         27%
                                                  ---------- -----------  ----
Total revenues................................... $    9,416 $    26,669  183%
                                                  ========== ===========  ====
26
Services revenues were $13.1 million in fiscal year 1999, an increase of
$10.6 million or 420% over fiscal year 1998. The increase in services revenues
resulted, in part, from the increase in support and maintenance service fees
related to Portal's growing installed base, both in terms of directly supported
sites as well as additional users, and the renewal of maintenance contracts.
The increase also resulted from the timing of services revenue recognition,
which typically begins prior to the recognition of license fees, particularly
in the case of large customers that require integration with legacy systems. In
addition, the increase in services revenues resulted from increased demand for
Portal's consulting, maintenance and training services to meet the increasingly
complex demands of Portal's customers.

  North American revenues, which are defined by Portal as revenues from the
United States and Canada, were $19.5 million in fiscal year 1999, an increase
of $11.6 million or 146%, over fiscal year 1998. The increase in North American
revenues was primarily due to expanded marketing activities, greater acceptance
of Infranet and growth in Portal's sales force in the North American market.

  International revenues for Europe and Intercontinental, which is defined by
Portal as Asia-Pacific, Japan and Latin America, totaled $7.1 million in fiscal
year 1999, an increase of $5.7 million or 389% over fiscal year 1998. European
revenues were $4.4 million in fiscal year 1999, an increase of $3.3 million or
311% over fiscal year 1998. Intercontinental revenues were $2.7 million in
fiscal year 1999, an increase of $2.3 million or 602% over fiscal year 1998.
The increase in international revenues was primarily due to growth in Portal's
direct sales force and increased marketing efforts worldwide and the opening of
an international sales office in Hong Kong.

  International revenues represented 27% of total revenues in fiscal year 1999,
compared with 15% in fiscal year 1998. In fiscal year 1999, revenues from
Europe were 17% of total revenues and revenues from Intercontinental were 10%
of total revenues.

                                    Expenses

Cost of License Fees

  Cost of license fees consists of resellers' commission payments to systems
integrators and third-party royalty obligations. Cost of license fees was $0.5
million in fiscal year 1999, a decrease of $0.5 million or 53% from fiscal year
1998. Gross margin for license fees was approximately 97% in fiscal year 1999
compared to approximately 86% in fiscal year 1998. The increase in gross margin
and the decrease in cost of license fees were primarily due to a substantial
reseller commission paid to a systems integrator in fiscal year 1998. Portal
did not incur any shipping, packaging or documentation costs, as its product
was delivered electronically over the Internet.

Cost of Services

  Cost of services primarily consists of maintenance, consulting, and training
expenses. Cost of services was $9.4 million in fiscal year 1999, an increase of
$7.3 million or 338% over fiscal year 1998. The increase was primarily due to
an increase in the number of consulting and support personnel necessary to
support both the expansion of Portal's installed base of customers and new
installations. Gross margin for services was approximately 28% in fiscal year
1999 compared to approximately 15% in fiscal year 1998. The increase in gross
margin for services was due primarily to increased availability and utilization
of service personnel.

Research and Development Expenses

  Research and development expenses consist primarily of personnel and related
costs for Portal's development efforts. Research and development expenses were
$11.3 million in fiscal year 1999, an increase of $5.6 million or 100% over
fiscal year 1998. The increase 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 Portal's quality assurance and
product publications operations.

                                       27
Sales and Marketing Expenses

  Sales and marketing expenses consist of personnel and related costs for
Portal's direct sales force, marketing staff and marketing programs, including
trade shows, advertising and costs associated with Portal's recruitment of new
and maintenance of existing strategic partnerships. Sales and marketing
expenses were $14.1 million in fiscal year 1999, an increase of $8.7 million or
160% over fiscal year 1998. The increase was primarily due to an increase in
the number of sales and marketing personnel, the opening of new sales offices
in the United States and Hong Kong, the costs of establishing sales
capabilities in China and expenses incurred in connection with trade shows and
additional marketing programs.

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 and facilities and information system expenses not
allocated to other departments. General and administrative expenses were
$6.3 million in fiscal year 1999, an increase of $3.6 million or 139% over
fiscal year 1998. The increase was primarily due to an increase in the number
of general and administrative personnel and to increased legal and accounting
costs incurred in connection with business activities.

Amortization of Deferred Stock Compensation

  Portal recorded deferred stock compensation of approximately $16.8 million in
fiscal year 1999, representing the difference between the exercise prices of
options granted to acquire certain shares of common stock during fiscal year
1999 and the deemed fair value for financial reporting purposes of Portal's
common stock on their respective grant dates. Portal amortized deferred
compensation expense of $2.3 million during fiscal year 1999. This compensation
expense relates to options awarded to individuals in all operating expense
categories. Total deferred compensation at January 31, 1999 of approximately
$14.5 million is being amortized over the vesting periods of the options on a
graded vesting method.

Provision for Income Taxes

  The $0.7 million income tax provision shown for the year ended January 31,
1999 is the result of alternative minimum taxes, foreign withholding taxes on
revenue, and tax on earnings generated from operations in certain foreign
jurisdictions.

                     Years Ended January 31, 1997 and 1998

                                    Revenues

  Total revenues were $9.4 million in fiscal year 1998, an increase of $4.4
million or 87% over fiscal year 1997. In fiscal year 1998, one customer,
CompuServe, accounted for approximately 47% of total revenues, while another
customer, Sprint, accounted for 36% of total revenues in fiscal year 1997. In
fiscal year 1998, Portal's top ten customers accounted for approximately 83% of
total revenues, while in fiscal year 1997, the top ten customers accounted for
78% of total revenues.

  License fees were $6.9 million in fiscal year 1998, an increase of $2.9
million or 75% over fiscal year 1997. The increase in license fees was
primarily due to expanded sales and marketing activities and greater acceptance
of Infranet.

  Services revenues were $2.5 million in fiscal year 1998, an increase of $1.4
million or 129% over fiscal year 1997. The increase in services revenues
resulted, in part, from the increase in support and maintenance service fees
related to Portal's growing installed base, both in terms of directly supported
sites as well as additional users, and the renewal of maintenance contracts.
The increase also resulted from the timing of services revenue recognition,
which typically begins prior to the recognition of license fees, particularly
in the case of large customers that require integration with legacy systems. In
addition, the increase in services revenues resulted from increased demand for
Portal's consulting, maintenance and training services to meet the increasingly
complex demands of Portal's customers.

                                       28
Year Ended January 31,
                                                 ----------------------- Percent
                                                    1997        1998     Change
                                                 ----------- ----------- -------
                                                     (in thousands,
                                                   except percentages)
Geographical Revenues:
North America................................... $     4,370 $     7,955   82%
  Percentage of total revenues..................         87%         85%
International
 Europe.........................................         400       1,072  168%
  Percentage of total revenues..................          8%         11%
 Intercontinental...............................         275         389   41%
  Percentage of total revenues..................          5%          4%
                                                 ----------- -----------  ----
Total international.............................         675       1,461  116%
  Percentage of total revenues..................         13%         15%
                                                 ----------- -----------  ----
Total revenues.................................. $     5,045 $     9,416   87%
                                                 =========== ===========  ====
North American revenues were $8.0 million in fiscal year 1998, an increase of
$3.6 million or 82% over fiscal year 1997. The increase in North American
revenues was primarily due to expanded marketing activities, greater acceptance
of Infranet and growth in Portal's sales force.

  International revenues for Europe and Intercontinental totaled $1.5 million
in fiscal year 1998, an increase of $0.8 million or 116% over fiscal year 1997.
European revenues were $1.1 million in fiscal year 1998, an increase of $0.7
million or 168% over fiscal year 1997, due to the recognition of revenues from
seven additional European customers in fiscal year 1998. Intercontinental
revenue increased 41% over fiscal year 1997. The increase in international
revenues was primarily due to the growth in Portal's direct sales force and
increased marketing efforts worldwide, particularly in Europe.

  International revenues represented 15% of total revenue in fiscal year 1998,
compared with 13% in fiscal year 1997.

                                    Expenses

Cost of License Fees

  Cost of license fees consists of resellers' commission payments to systems
integrators and third-party royalty obligations. Cost of license fees was $1.0
million in fiscal year 1998, an increase of $0.9 million over fiscal year 1997.
Gross margin for license fees was approximately 86% in fiscal year 1998
compared to approximately 98% in fiscal year 1997. The decrease in gross margin
for license fees and the increase in cost of license fees was primarily due to
a reseller commission paid to a systems integrator in fiscal year 1998. Portal
did not incur any shipping, packaging or documentation costs, as its product
was delivered electronically over the Internet.

Cost of Services

  Cost of services primarily consists of maintenance, consulting and training
expenses. Cost of services was $2.2 million in fiscal year 1998, an increase of
$1.6 million or 315% over fiscal year 1997. The increase was primarily due to
an increase in the number of consulting and support personnel necessary to
support expansion of Portal's installed base of customers and new
installations. Gross margin for services was approximately 15% in fiscal year
1998, compared to approximately 53% in fiscal year 1997. The decrease in gross
margin for services was due primarily to the shift of service personnel from
higher margin ISP- related services to lower margin product consulting
services.

Research and Development Expenses

  Research and development expenses consist primarily of personnel and related
costs for Portal's development efforts. Research and development expenses were
$5.6 million in fiscal year 1998, an increase of $3.1 million or 123% over
fiscal year 1997. The increase was primarily due to an increase in the number
of

                                       29
research and development personnel necessary to support expanded functionality
of Infranet and increases in Portal's quality assurance and product
publications operations.

Sales and Marketing Expenses

  Sales and marketing expenses consist of personnel and related costs for
Portal's direct sales force, marketing staff and marketing programs, including
trade shows, advertising and costs associated with Portal's recruitment of new
and maintenance of existing strategic partnerships. Sales and marketing
expenses were $5.4 million in fiscal year 1998, an increase of $3.1 million or
129% over fiscal year 1997. The increase was primarily due to an increase in
the number of sales and marketing personnel, the opening of new sales offices
in the United States, Australia and the United Kingdom and expenses incurred in
connection with trade shows and additional marketing programs.

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 and facilities and information system expenses not
allocated to other departments. General and administrative expenses were
$2.6 million in fiscal year 1998, representing an increase of $0.8 million or
44% over fiscal year 1997. The increase was primarily due to an increase in the
number of general and administrative personnel and to increased legal and
accounting costs incurred in connection with business activities.

                                       30
Quarterly Results of Operations

  The following table presents Portal's operating results for each of the six
quarters in the period ended July 31, 1999. The information for each of these
quarters is unaudited and has been prepared on the same basis as the audited
consolidated financial statements appearing elsewhere in this prospectus. 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 prospectus.
Quarter Ended
                              ---------------------------------------------------------------
                              April 30,  July 31,   Oct. 31,   Jan. 31,   April 30,  July 31,
                                1998       1998       1998       1999       1999       1999
                              ---------  --------   --------   --------   ---------  --------
                                   (in thousands, except percentages; unaudited)
Consolidated Statement of
 Operations Data:
Revenues:
 License fees................  $ 2,185   $ 1,876    $ 3,817    $ 5,658     $ 9,064   $12,651
 Services....................    1,881     2,411      3,414      5,427       6,101     8,159
                               -------   -------    -------    -------     -------   -------
   Total revenues............    4,066     4,287      7,231     11,085      15,165    20,810
                               -------   -------    -------    -------     -------   -------
Costs and expenses:
 Cost of license fees........       60        86        143        169         185       321
 Cost of services............    1,201     1,673      2,232      4,319       4,195     4,795
 Research and development....    2,207     2,460      3,148      3,437       4,285     6,171
 Sales and marketing.........    2,000     3,141      4,016      4,955       7,329     8,828
 General and
  administrative.............      714     1,273      1,439      2,827       2,235     2,919
 Amortization of deferred
  stock compensation.........       96       234        537      1,430       2,026     2,985
                               -------   -------    -------    -------     -------   -------
   Total costs and expenses..    6,278     8,867     11,515     17,137      20,255    26,019
                               -------   -------    -------    -------     -------   -------
Loss from operations.........  $(2,212)  $(4,580)   $(4,284)   $(6,052)    $(5,090)  $(5,209)
                               =======   =======    =======    =======     =======   =======

As a Percentage of Total
 Revenues:
Revenues:
 License fees................       54%       44%        53%        51%         60%       61%
 Services....................       46        56         47         49          40        39
                               -------   -------    -------    -------     -------   -------
   Total revenues............      100       100        100        100         100       100
                               -------   -------    -------    -------     -------   -------
Costs and expenses:
 Cost of license fees........        1         2          2          2           1         2
 Cost of services............       30        39         31         39          28        23
 Research and development....       54        57         43         31          28        30
 Sales and marketing.........       49        73         56         45          49        42
 General and
  administrative.............       18        30         20         25          15        14
 Amortization of deferred
  stock compensation.........        2         6          7         13          13        14
                               -------   -------    -------    -------     -------   -------
   Total costs and expenses..      154       207        159        155         134       125
                               -------   -------    -------    -------     -------   -------
Loss from operations.........      (54)%    (107)%      (59)%      (55)%       (34)%     (25)%
                               =======   =======    =======    =======     =======   =======
Cost of services increased by $2.1 million or 94% from the third to the
fourth quarter of fiscal year 1999, as Portal continued to increase headcount
necessary to provide consulting and implementation services to its customers.
Sales and marketing expenses increased by $1.1 million or 57% from the first to
the second quarter of fiscal year 1999 primarily due to growth in sales
headcount in the United States, the United Kingdom and Hong Kong in the second
quarter.

                                       31
Sales and marketing expenses increased by $2.4 million or 48% from the fourth
quarter of fiscal 1999 to the first quarter of fiscal year 2000 and $1.5
million or 21% from the first to the second quarter of fiscal year 2000 due to
growth in headcount, the opening of additional sales offices in the United
States, Europe and Singapore and the establishment of Portal's European
headquarters in the United Kingdom.

  Portal's operating results may fluctuate substantially in the future both in
absolute dollars and as a percentage of total revenues as a result of a variety
of factors, many of which are outside Portal's control, including those
discussed elsewhere in this prospectus. See "Risk Factors--Our quarterly
operating results may fluctuate in future periods and we may fail to meet
expectations".

                        Liquidity and Capital Resources

  Cash, cash equivalents and short-term investments totaled $109.4 million at
July 31, 1999, compared to a balance of $11.8 million at January 31, 1999.

  Portal generated $5.1 million in cash from operations in the six months ended
July 31, 1999, an increase of $10.2 million over the $5.1 million used in the
comparable period ended July 31, 1998. Amortization of deferred stock
compensation, which is included in the net loss line in the cashflow statement,
but does not require the use of cash, amounted to $5.0 million for the six
months ended July 31, 1999 compared to $0.3 million for the six months ended
July 31, 1998. Net cash from operations in the six months period was primarily
comprised of a $6.3 million loss and a $1.9 million increase in other current
assets, offset by a $4.0 million increase in deferred revenue, a $1.8 million
decrease in accounts receivable and a combined increase in accounts payable and
accrued compensation of $5.7 million.

  Portal has continued to make significant investments in equipment. During the
six months ended July 31, 1999, Portal purchased computer servers,
workstations, networking equipment and other capital equipment amounting to
approximately $3.4 million, primarily to further expand its product capability,
increase internal network communication, product demonstration and service
capability. Of this amount, $0.3 million was funded from Portal's equipment
lease line facility.

  Portal has raised equity capital from outside investors to fund its
operations. In fiscal year 1997, Portal raised approximately $2.4 million from
the sale of preferred stock. In fiscal year 1998, Portal raised approximately
$15.0 million from the sale of preferred stock. In fiscal year 1998 and fiscal
year 1999, Portal also raised an additional $0.1 million and $0.4 million,
respectively, from sales of common stock, primarily upon exercise of stock
options by employees and in fiscal year 1999 $0.4 million from the exercise of
warrants for preferred stock issued in connection with its capital lease line
facility and its term loan. In the six months ended July 31, 1999, Portal
completed an initial public offering which raised approximately $102.4 million,
including sales of stock to Cisco Systems, Inc. and Andersen Consulting. During
the same period, Portal raised an additional $0.5 million from sales of common
stock upon the exercise of stock options by employees and warrants by third
parties.

  Historically, Portal has used debt and leases to partially finance its
operations and capital purchases. Portal has a $3.0 million capital lease line
facility with an equipment lessor, which it established in fiscal year 1998.
The lease line has a term of 48 months and bears interest at a rate of 8.5% per
annum. Separately, during the six months ended July 31, 1999, Portal repaid an
outstanding $3.0 million term loan with a finance company. The term loan was
collateralized by substantially all of Portal's assets, with the exception of
new equipment purchased using funds provided by the capital lease line
facility. On April 15, 1999, Portal entered into a line of credit with a bank
under which Portal may borrow up to $5.0 million. Amounts borrowed under this
line of credit bear interest at a rate of the bank's prime rate plus 0.5% and
mature on April 13, 2000. Portal had borrowed $1.0 million under the line of
credit, which it used to repay the remaining $1.0 million installment of the

                                       32
term loan which matured in April 1999. The outstanding balance on the line of
credit was repaid in May 1999 from the proceeds of Portal's initial public
offering. Portal also converted a customer deposit for prepaid services into a
$1.1 million short-term liability in fiscal year 1999. This liability bore
interest at a rate of 10% per annum and was repaid in July 1999.

  The capital lease line facility comprised the entire amount of the debt
obligations on Portal's balance sheet as of July 31, 1999. The capital lease
line facility includes certain covenants requiring minimum liquidity, tangible
net worth and profitability over time and becomes due immediately if Portal
fails to meet these covenants. Portal is currently, and has always been, in
compliance with these covenants.

  On April 12, 1999, Portal agreed to enter into a strategic alliance with
Andersen Consulting under which Andersen Consulting will provide services to
Portal. The parties will expand their existing marketing alliance and will work
closely together to expand their customer service and marketing relationship.
Under this agreement, Portal will pay Andersen Consulting for its services a
minimum services fee in cash of $2.8 million and a cash settled put for 200,000
of the shares which were purchased by Andersen Consulting in a private
placement concurrent with Portal's initial public offering. This put guaranteed
a closing value of $6.0 million at the end of the first day of trading. Because
the closing value exceeded $6.0 million, Portal was not required to make any
payment with respect to this put.

  In the normal course of business, Portal enters into leases for new or
expanded facilities in both domestic and international locations. In June 1999,
Portal entered into a lease for its worldwide headquarters which will expire in
December 2010. In connection with the lease, Portal will make payments of $0.6
million, $4.5 million, $4.6 million, $4.8 million and $4.9 million in the years
ending January 31, 2000, 2001, 2002, 2003 and 2004, respectively, and a total
of $37.7 million thereafter until expiration of the lease. In connection with
this lease, Portal issued a letter of credit for $2.3 million as a deposit for
the facilities. See Note 5 of the financial statement notes for more
information on lease commitments.

  Portal's capital requirements depend on numerous factors, including market
acceptance of Portal's products, the resources Portal devotes to developing,
marketing, selling and supporting its products, the timing and extent of
establishing international operations, and other factors. Portal expects to
devote substantial capital resources to hire and expand its sales, support,
marketing and product development organizations, to expand marketing programs,
to establish additional facilities worldwide and for other general corporate
activities. Although Portal believes that its current cash balances and the net
proceeds from this offering will be sufficient to fund its operations for at
least the next 12 months, Portal may require additional financing within this
time frame. Additional funding, if needed, may not be available on terms
acceptable to Portal, or at all.

                              Year 2000 Compliance

  Many currently installed computer systems and software products are coded to
accept only two digit entries in the date code field. As a result, software
that records only the last two digits of the calendar year may not be able to
distinguish whether "00" means 1900 or 2000. This may result in software
failures or the creation of erroneous results.

  Portal has conducted a limited review of the current version of Infranet and
the two immediately preceding releases. This review included a search of the
software code, and Portal believes that it has identified all instances where
date specific information is required. Based on this limited review, Portal
believes these Infranet releases, when configured, maintained (including the
installation of all maintenance releases and bug fixes) and used in accordance
with its documentation, correctly recognize and properly process Year 2000 date
code and function properly. Portal has no plans to conduct further reviews of
other releases of Infranet and products that are scheduled for obsolescence
prior to the end of the calendar year 1999.

  Portal's software runs on several hardware platforms and operating systems,
including

                                       33
those provided by Compaq Computer Corporation, Hewlett-Packard Company,
Microsoft Corporation and Sun Microsystems, Inc. In addition, Portal's software
interfaces with third-party systems, such as credit card processing services
and customer-specific modifications that Portal service providers, third-party
integrators and customers have created to be used with Infranet. Portal's
software is, therefore, dependent upon the correct processing of dates by these
systems, interfaces and modifications.

  Portal plans to contact all partners for which Portal provides integration as
part of Infranet's standard product configuration. In contacting these
partners, Portal has attempted to ascertain what release or releases of their
products are Year 2000 compliant. To date, Portal has received assurances from
most of its material partners and will continue obtaining such information from
all remaining partners. Portal may be unable to obtain compliance information
from all of these partners. Moreover, Portal's partners may detect errors in
their products after previously indicating that their products are Year 2000
compliant. Such revelations by Portal's partners have occurred in the past and
may occur in the future; and these revelations have caused and could cause
Portal to make changes in its products in response. In a newly created test
environment, Portal will review Infranet and interfaces to partner products.
Portal may not identify all Year 2000 failures in partner products because not
all failures are within the scope of these tests. Testing of these interfaces
is currently underway, and Portal expects to complete these tests by September
1999.

  Some of our customers elect to integrate Infranet with interfaces not
ordinarily supported by Portal. This integration, whether performed by Portal,
the customer or a third-party systems integrator, is not within the scope of
Portal's in-house testing efforts. Portal has advised all customers that they
must independently test these integrations for Year 2000 compliance.

  Portal uses multiple software systems for its internal business purposes,
including accounting, human resources, e-mail, engineering development and
testing tools, customer service and support, professional services and sales
tracking applications. Portal has adopted a formal plan for determining the
Year 2000 compliance of its major internal systems. Portal plans to obtain
verification of Year 2000 compliance for its major internal hardware equipment
and software systems by October 1999.

  Portal is in the process of assessing its Year 2000 readiness. To date, the
costs for conducting its assessment have not been material. Portal currently
estimates that the costs of ensuring that its products and internal systems are
Year 2000 compliant will be approximately $500,000 to $750,000. Portal is
unable to predict to what extent its business may be affected if its software
or the systems that operate in conjunction with its software or its internal
systems experience a material Year 2000 failure. Known or unknown errors or
defects that affect the operation of Portal's software could result in delay or
loss of revenue, interruption of customer management and billing services,
cancellation of customer contracts, diversion of development resources, damage
to Portal's reputation, increased service and warranty costs and litigation
costs, any of which could adversely affect Portal's business, financial
condition and results of operations. Year 2000 compliance is complex and is
subject to various uncertainties, including those described in this section and
under "Risk Factors."

  Portal does not have a contingency plan to remediate any Year 2000 problems
that may arise and affect its products or internal systems in the future. If
such problems arise, Portal will need to make the necessary expenditures to
assess and remedy such problems. The nature, timing and extent of such
expenditures cannot be estimated. Such expenditures, if required, may have a
material adverse effect on its business, financial condition and results of
operations.

  Portal believes that the following consequences are possible in a "worst
case" Year 2000 scenario:

  . a significant number of operational inconveniences and inefficiencies for
    Portal and its customers that will divert management's time and
    attention; and
                                       34
. costly business disputes, litigation and claims for pricing adjustments,
    product returns and warranty obligations.

                        Recent Accounting Pronouncements

  In March 1998, the American Institute of Certified Public Accountants or
AICPA issued Statement of Position No. 98-1, Accounting for the Costs of
Computer Software Developed or
Obtained for Internal Use. SOP No. 98-1 requires entities to capitalize certain
costs related to internal-use software once certain criteria have been met.
Portal expects that the adoption of SOP No. 98-1 will not have a material
impact on its financial position or results of operations. Portal adopted on
February 1, 1999 with no material impact on its financial position or results
of operations.

  In April 1998, the AICPA issued SOP No. 98-5, Reporting on the Costs of
Start-Up Activities. SOP No. 98-5 requires that all start-up costs related to
new operations must be expensed as incurred. In addition, all start-up costs
that were capitalized in the past must be written off when SOP No. 98-5 is
adopted. Portal expects that the adoption of SOP No. 98-5 will not have a
material impact on its financial position or results of operations. Portal
adopted SOP No. 98-5 on February 1, 1999 with no material impact on its
financial position or results of operations.

  In June 1998, the Financial Accounting Standards Board issued FAS No. 133,
Accounting for Derivative Instruments and Hedging Activities. FAS No. 133
establishes methods for derivative financial instruments and hedging activities
related to those instruments, as well as other hedging activities. Because
Portal does not currently hold any derivative instruments and does not engage
in hedging activities, Portal expects that the adoption of FAS No. 133 will not
have a material impact on its financial position or results of operations.
Portal will be required to implement FAS No. 133 for fiscal year 2002.

  In December 1998, the AICPA issued SOP 98-9, Modification of SOP 97-2,
Software Revenue Recognition, with Respect to Certain Transactions. SOP 98-9
amends SOP 98-4 to extend the deferral of the application of certain passages
of SOP 97-2 provided by SOP 98-4 through fiscal years beginning on or before
March 15, 1999. All other provisions of SOP 98-9 are effective for transactions
entered into in fiscal years beginning after March 15, 1999. Portal does not
expect the final adoption of SOP 98-9 to have a material impact on its future
revenues and results of operations.

           Qualitative and Quantitative Disclosures about Market Risk

Short-term investment portfolio

  We do not hold derivative financial instruments in our short-term investment
portfolio. Our short-term investments consist of instruments that meet high
quality standards consistent with our investment policy. 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.

Impact of foreign currency rate changes

  During fiscal year 1999, most local currencies of our international
subsidiaries weakened against the U.S. dollar. As of July 31, 1999, the
currency of our Asian subsidiary has strengthened and the currency of our other
subsidiaries have remained essentially stable since the end of our 1999 fiscal
year. 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 historically our exposure to
currency exchange fluctuation risk has been minimal primarily due to the fact
that all activities are denominated in U.S. dollars. For the six months ended
July 31, 1999, there was an immaterial currency exchange impact from our
intercompany transactions. As of July 31, 1999, we did not engage in foreign
currency hedging activities.

                                       35
BUSINESS

                                     Portal

  Portal develops, markets and supports real-time, scalable customer management
and billing software, or CM&B software, for providers of Internet-based
services. Portal's Infranet software is a comprehensive solution that meets the
complex, mission-critical provisioning, accounting, reporting and marketing
needs of providers of Internet-based services. Portal's Real Time No Limits
Infranet solution 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.
Portal has built Infranet using an open architecture with fully documented
APIs, which facilitate customization, integration with existing software
applications and creation of new services by its customers, partners and third
parties.

  Founded in 1985 as an on-line service and one of the first ISPs, Portal began
focusing in late 1993 on developing and marketing real-time CM&B software for
the Internet. This heritage has given Portal a unique perspective into the
needs of providers of Internet-based services. As Portal developed CM&B
software for its own use, its managers realized that a real-time, scalable CM&B
software solution offered significant potential advantages, relative to
existing solutions, in the areas of revenue enhancement, cost reduction and
customer service and satisfaction. Recognizing that all providers of Internet-
based services shared a set of common customer management and billing needs and
system requirements, Portal evolved its focus toward selling software
exclusively. Portal shipped the first generally available version of its
flagship product, Infranet, in May 1996. Portal's approximately 130 Infranet
customers include ISPs such as Concentric Network and UUNET Technologies; on-
line enterprises, such as Juno Online Services and Palm.net; and on-line
divisions of telecommunications carriers, such as BellSouth and U S West.

                              Industry Background

The Telecommunications Industry

  Today's worldwide telecommunications industry, having undergone a radical
transformation that began with the deregulation wave of the early 1980's, is
becoming increasingly complex, decentralized and competitive. The
telecommunications industry is being driven by a number of powerful global
trends such as the proliferation of service providers, an increase in the
number of services and marketing plans offered and an increased focus on
customer support.

  New entrants, such as Level 3 Communications, Inc. and Qwest Communications
International Inc. now compete domestically with traditional providers such as
AT&T Corp., MCI Worldcom, Inc., Sprint, the Regional Bell Operating Companies,
or RBOCs, and internationally with government-owned telecommunications
carriers. Competition has increased through the introduction of wireless
technologies, digital subscriber lines and cable technologies that have
lessened the dependence on monopoly-owned, "last mile" wired infrastructure. In
addition, the combination of these new technologies and competitive forces have
combined to produce a wide array of new services. Finally, rather than being
limited to one service provider, the customer has gained relatively greater
freedom of choice. This has prompted service providers to focus increasingly on
the various aspects of customer management and billing as a means of
competitive differentiation.

Customer Management and Billing Market

  Traditionally, telecommunications carriers created their own in-house billing
systems or utilized outside billing service bureaus. These solutions have
generally proven inadequate to meet the demands of an increasingly competitive
and dynamic environment. In many cases, in-house systems have failed to keep
pace with improvements in computing technology, and may be prone to the so-
called "Y2K problem". Service bureaus, on the other hand, remain focused on
providing a relatively limited set of high-volume, standardized

                                       36
services, and are generally not equipped to provide cost-effective, customized
solutions. In addition, many telecommunications service providers downsized
their in-house IT staffs in the early 1990's and subsequently have encountered
difficulty hiring skilled staff to upgrade and maintain older, legacy systems.
As carrier requirements have become more complex and IT budgets more
constrained, an increasing number of carriers have sought third-party solutions
for mission-critical CM&B functions, leading to the growth of the customer
management and billing software industry.

  Today there are a multitude of CM&B solution providers, offering a wide range
of products and services to the telecommunications market. According to a
research report on the CM&B market, the total market for CM&B software and
services is estimated to grow to $14 billion by 2000. Today, third-party
software handles billing and customer care for millions of subscribers
worldwide on a daily basis. For the most part, however, each vendor's solution
is oriented toward supporting a limited set of services provided by
telecommunications carriers and cable system operators. Many vendors specialize
in particular sub-segments of the market, such as wireless telephony, and are
not designed for broad market applications.

On-line Services and the Internet

  Since 1994, the Internet and the Worldwide Web have grown at an explosive
pace. International Data Corporation, or IDC, estimates that there were over
142 million Web users worldwide at the end of 1998. IDC projects this number to
increase to over 502 million by the end of 2003, implying an annual growth rate
of over 29%. The growth of the Internet is a global phenomenon that is
fundamentally changing the nature of the telecommunications industry. Web user
growth, coupled with the growth of new types of on-line and electronic
commerce, or e-commerce, services, has driven the emergence of new service
providers such as ISPs, on-line communities, Internet telephony providers and
many others. In addition, traditional telecommunications carriers have entered
the on-line market, providing Internet connections and e-commerce services to
businesses and consumers.

  Existing third-party CM&B solutions have experienced significant difficulties
in adapting to the needs of providers of Internet-based services as well as the
Internet operations of traditional providers. Providers of Internet-based
services continually introduce new services and programs that address the
dramatically changing nature of the Internet. Consequently, they need flexible,
powerful CM&B software that is readily adaptable to a wide range of services
and smoothly scales from hundreds to millions of users. To be most effective,
Internet-compatible CM&B software must be capable of operating in real time,
handling high transaction volume, processing many different types of
transactions and tracking multiple flows of information associated with the
usage of various services.

  The Internet service environment is dominated by technologies and interfaces
that are fundamentally different from a traditional telephone or cable network.
For example, Internet service providers tend to operate distributed networks of
UNIX or Windows NT-based Web servers, any or all of which may be servicing a
given customer at a given moment. Traditional CM&B systems were typically
designed to interface with and process data from the equipment and technologies
used in telephone and cable television networks rather than in Internet service
environments.

  In addition, the growth of the Internet has led to a dramatic rise in data
transmission volume in all service provider networks. If current growth trends
continue, not only will both voice and data traffic continue to grow, but data
traffic will rapidly eclipse traditional, circuit-switched voice-traffic as the
fundamental type of information being transmitted. Data traffic has many
characteristics that are different from those of traditional voice
transmissions. Existing CM&B systems used by many traditional
telecommunications carriers are not oriented toward "always on", data-oriented
services such as digital subscriber line, Internet telephony and virtual
private networks. Many of these older systems will need to be upgraded or
replaced in order to adapt to the changing environment.

                                       37
Traditional CM&B solutions can generally be characterized as (1) inflexible,
(2) capable only of periodic processing or "batch-oriented", (3) proprietary,
(4) centralized and (5) difficult to scale to meet the complex requirements of
providers of Internet-based services. In addition to a general lack of
Internet-based capability, traditional systems were typically designed to
service one particular type and size of service provider -- a large,
traditional RBOC-type carrier, for example, or a small competitive cellular
telephone provider. As a result, there is often no smooth migration path; as
the numbers of subscribers and services grow, a "forklift upgrade" to an
entirely different CM&B product is often required. Finally, existing CM&B
solutions are often not able to address one of the most fundamental
requirements facing providers of Internet-based services: minimizing the time
to market for new products and services.

  Portal believes that providers of Internet-based services will increasingly
require a CM&B solution that is real-time, distributed, scalable, flexible and
easily adaptable to a vast number of emerging products and services. Providers
of Internet-based services and telecommunications carriers are demanding
enhanced capabilities from their CM&B systems as the relentless pace of change
and innovation mandates a new level of CM&B performance and functionality.

                          The Portal Software Solution

  Portal develops, markets and supports CM&B software that is specifically
designed to meet the complex, mission-critical provisioning, accounting,
reporting and marketing needs of providers of Internet-based services. Portal's
Infranet software is a real-time, scalable solution that enables service
providers to address the critical business needs of customer management,
services support and accurate and timely billing. Portal believes that its
trademarked phrase, Real Time No Limits, accurately describes Infranet as the
only CM&B solution that provides these capabilities in real time, while also
providing a broad and flexible platform for both the integration of existing
products and services and the rapid development and deployment of new ones.
Infranet is designed to enable service providers to capture the business
benefits of increased revenues, reduced costs and improved customer service.

  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 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 out-of-the-box solution that
works with all relevant Internet standards and minimizes the service provider's
software installation, 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

                                       38
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.

  Infranet is the culmination of the experience and insights gained through
Portal's years as an ISP, as well as Portal's five-year history as a software
developer. This experience has enabled Portal to design and develop 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 will run on a wide range of systems,
from a laptop computer running Windows NT to a large cluster of UNIX-based
servers. Infranet has been designed, using object-oriented programming
methodologies, to scale from hundreds to millions of users through the
incremental addition of servers. This capability allows a service provider to
grow its CM&B 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. This level of
reliability and redundancy, long present in the traditional telephone network,
is increasingly required in the Internet environment. 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
fully 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, 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 CM&B
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

                                       39
customer management and billing life cycle, from account creation to
monitoring and pricing to back-end management and reporting.

  Flexibility and Improved Time to Market. Infranet is designed to be a
modular, extensible software product. 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 Internet marketplace. In addition, Infranet can
generally be customized to a service provider's needs relatively quickly,
enabling its customers to improve their time to market with new products and
services.

                         The Portal Software Strategy

  Portal's strategy is to establish itself as the CM&B platform of choice for
providers of Internet-based services. Key elements of this strategy are:

  Extend Market Leadership Position.  Portal's objective is to extend its
position as a leader in the Internet-based CM&B market to establish itself as
the broad platform of choice for providers of Internet-based services. Portal
intends to take advantage of its technological leadership, strategic
partnerships, significant customer relationships, broad-based sales and
marketing efforts and scalable business model to create a widespread customer
base that will be difficult for potential competitors to penetrate. Moreover,
Portal believes that its products enable each customer to design and deploy
new, profitable services, which in turn increase the customer's use of
Portal's products and services and generates additional opportunities for
Portal to grow.

  Target Leading Providers of Advanced Communications Services Worldwide. The
scalability and flexibility of its Infranet products enables Portal to target
a broad range of providers of Internet-based services. Portal's targeted
customer segments, and some representative existing customers, include:

  . on-line service divisions of traditional major telecommunications
    providers worldwide, such as France Telecom SA, NTT Soft and U S West;

  . on-line and Internet service providers, such as Concentric Network,
    Microsoft, UUNET and Viag Interkom & CO. GmbH; and

  . companies that use the Internet to provide entirely new types of
    communications services, such as Juno Online Services, Palm.net and
    USinternetworking, Inc.

  The unique capabilities of Infranet enable Portal to take this portfolio
approach to targeting customers. Portal believes this approach offers the
greatest opportunity for sustained growth, as many of these companies are or
will be the market leaders in their respective industries.

  Build a Long-Term, High Margin, Software-Driven Business Model. Portal's
business model is predicated on the sale of standard software products, rather
than the service-intensive, customer-specific solutions offered by many of its
competitors. The scalability, comprehensive functionality and extensibility of
Infranet, combined with Portal's strategic partnerships, are designed to allow
Portal to achieve and maintain a high margin, software-driven business model
without needing to provide an inordinate degree of consulting and integration
services.

  Leverage Partnerships and Alliances with Systems Integrators, and with
Platform, Software and Services Providers. Portal has established a series of
partnerships and alliances with systems integrators, such as Andersen
Consulting, Cap Gemini, NTT Soft and PricewaterhouseCoopers and hardware
platform, software and services providers, such as Cisco, Compaq, Hewlett-
Packard, Microsoft, Oracle and Sun Microsystems. These partners and alliances
provide a global extension of Portal's direct sales force and are a
significant source of leads and referrals. This network of partners also
enables Portal to focus on being the CM&B software platform provider while
offering a complete customer solution using third-party components that
perform ancillary functions such as tax or payment processing. In

                                      40
addition, Portal's systems integrator partners are trained to integrate
Infranet with customers' existing legacy systems. Portal seeks best of breed
partners in each particular area, to associate Infranet with market-leading
technologies, products and systems integrators. Portal believes that this
partnership strategy is unique in breadth and scope within its market, provides
it with a competitive advantage and serves as a "force multiplier" which
leverages Portal's own internal capabilities.

  Grow with Customers and the Internet. While initial sales to customers are
often substantial, Portal's strategy is to maximize its available opportunities
for long-term revenue growth by targeting service providers with excellent
growth prospects and capitalizing on additional sales opportunities with its
customers. Portal's subsequent revenue growth can then occur through the
addition of subscribers, add-on component sales, additional service revenues
and maintenance and support agreements. In turn, Portal intends to continue to
evolve and refine its business to track the growth of Internet-based services,
so that as these services proliferate, Portal's revenue growth opportunities
will also increase. Accordingly, Portal typically prices its products on a per-
subscriber basis so that they are more affordable for new, promising service
providers that may in time grow to be leaders in their market segments and
long-term, loyal customers.

                             Products and Services

  Portal develops, markets and supports CM&B software specifically designed to
meet the complex, mission-critical provisioning, accounting, reporting and
marketing needs of providers of Internet-based services. Portal's core product,
Infranet, is an easily integrated, highly flexible enterprise solution
comprising the critical elements necessary for registering, managing,
monitoring and billing users of Internet-based services. Infranet unifies the
management of core business operations and its Real Time No Limits solution
differentiates it from traditional, batch-oriented CM&B solutions. Portal also
offers a number of optional additional features to Infranet as well as two
versions of Infranet designed to address the unique requirements of the
internet telephony and free internet services markets.

  Infranet IPT is a complete end-to-end CM&B software solution based on the
Infranet platform and specifically tailored to the needs of Internet telephony
service providers. Internet telephony is a growing industry that uses Internet
technologies to bring low-cost, flexible voice communications services to
customers worldwide. Since Internet telephony providers tend to be startup
businesses, they do not have a long history of using legacy systems, unlike
many traditional voice service providers. Therefore, Portal has an opportunity
to be first-to-market with a leading-edge CM&B solution for this emerging
market.

  Infranet FreeServ is a customer management solution that enables businesses
to rapidly develop and bring to market free Internet-based services. Free
Internet-based service is a rapidly expanding market in which providers are
offering free unlimited access to the Internet, free e-mail capabilities and
other Internet-based services. Portal believes that it is well positioned to
allow these providers the ability to upgrade their systems to add and bill for
value-added services in the future. With Infranet FreeServ, providers of free
Internet services can register customers and capture valuable demographic
information in real time, quickly authenticate and authorize service usage and
effectively track, manage and analyze their customers' activities.

  In addition to providing maintenance and support for Infranet, Portal
provides implementation planning and management, training and technical support
and development and customization support through its professional services
organization.

                                       41
Infranet

  Infranet integrates the functionality for each stage of customer interaction
with a single, unified customer database and a coordinated set of features and
functions. The database acts as the repository for all data collected in real
time during each stage of the customer life cycle, as follows:

Diagram. A circle of arrows connected end to end enclosing a box containing the
word "Infranet." Inside the circle are the areas of data which Infranet tracks:
Account Creation & Service Provisioning, Authentication & Authorization,
Activity Tracking, Rating/Pricing, Billing & Accounts Receivable, Customer
Management and Reporting.

       [CHART OF THE INFRANET INTEGRATING STAGES OF A CUSTOMER LIFECYCLE]

  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 service, 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 in real time.

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

  Activity Tracking. By recording all events in real time in its unified
customer database, Infranet gives service providers the ability to build a
detailed picture of individual customer behavior, either currently or
historically. This also provides a complete audit
trail of customer usage to resolve any issues 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

                                       42
the service provider. The rating of a single event can update any or all
existing balances.

  Billing and Accounts Receivable.  Infranet's billing and payment system has
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
ICVerify, 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, Windows-based graphical user interface. Infranet
organizes customer information into a variety of standard screens, which can
also be readily customized. Service representatives can:

  . create, search and modify customer accounts;

  . view activity, balances and invoices;

  . perform billing operations; and

  . view and modify account hierarchy.

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 unified customer database, service
providers can create reports using a powerful, enterprise-wide reporting
infrastructure called Infranet Insite. Insite report templates provide business
intelligence to operations, finance, sales and marketing personnel. Insite
includes a full set of customizable reports, and also supports new report
development.

Infranet IPT

  Introduced in September 1998, Infranet IPT incorporates Infranet's core
functionality to deliver the CM&B features needed by providers of Internet
telephony services, such as:

  . real-time architecture;

  . support for a broad range of services and pricing plans;

  . out-of-the-box gateway integration;

  . prepaid calling card support; and

  . zone-based rating.

  Infranet IPT is designed to optimize resources for each step of the Internet
telephony process, such as setting up calls, monitoring calls in progress,
tracking usage and billing users. Infranet IPT enables account creation,
authentication and fraud prevention, authorization and credit control, activity
tracking, pricing and billing and customer management and reporting.

Infranet FreeServ

  Introduced in June 1999, Infranet FreeServ, is a customer management solution
that enables businesses to rapidly develop and bring to market free Internet-
based services. With Infranet FreeServ, providers of free Internet-based
services can register customers and capture valuable demographic information in
real-time; quickly authenticate and authorize service usage and effectively
track, manage and analyze their customers' activities.

  In addition, Infranet FreeServ can be upgraded at any time to include real-
time billing functionality, whenever the provider decides to offer subscribers
value-added, fee-based services. Portal's complete real-time customer
management and billing solution can support both free and paid services within
the same installation enabling providers to easily transition their subscriber
base to fee-based pricing options when desired.

                                       43
Pricing

  Portal has structured the pricing of Infranet to accommodate all of its
target customer segments, which range from startups to large on-line service
providers with millions of subscribers. Portal typically prices Infranet on a
per subscriber basis, with customary volume discounts for the upfront purchase
of a large number of licenses. Supplemental purchases of additional components
are also priced on a per subscriber basis, while annual maintenance and support
contracts are priced as a percentage of the associated license revenues.
Portal's initial sales of licenses and associated services, maintenance and
support generally range from the low hundreds of thousands to several million
dollars.

                          Customer Service and Support

  Portal believes that a high level of customer service and support is critical
to the successful marketing and sale of Infranet. 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. Portal plans to establish additional customer
support sites domestically and internationally commensurate with customer
needs.

  Portal also offers project implementation services to assist customers in the
project planning, installation and implementation of the Portal solution.
Portal consulting services are also available for customers requiring
additional software customization, upgrade assistance or other Infranet-related
technical services. Portal professional services consultants are located in
several cities in the United States and various countries outside the United
States. Portal has a leveraged business model based on using systems integrator
partners to provide jointly or separately a range of services, including first-
line technical support and project implementation services, in various
locations around the world.

                                  Partnerships

  Portal has established a series of partnerships and alliances with systems
integrators such as Andersen Consulting, Cap Gemini, NTT Soft and
PricewaterhouseCoopers and hardware platform, software and services providers
such as Cisco, Compaq, Hewlett-Packard, Microsoft, Oracle and Sun Microsystems.
Portal employs this network of partnerships to both expand its sales, service
and marketing capabilities and to extend the technical and functional
application of its solution. Portal's network of partnerships allows Portal to
maintain its focus as a product company while simultaneously obtaining sales,
technical and service leverage through its partners.

                                       44
The following diagram illustrates Portal's approach to partnerships by
listing representative markets it addresses and some of its current partners:

  Diagram entitled "The Portal Market Partnership Model" consisting of a box
representing Portal's approach to partnerships. The middle of the diagram is an
arrow pointing left to right containing the word "Infranet." The arrow
separates Portal's two types of partners: Representative market partners and
representative platform partners.

  There are four boxes across the top of the diagram, each representing a
different type of market partner. The first box on the left represents consumer
Internet service providers consisting of integrators, including Andersen, Cap
Gemini, Deloitte & Touche and NTT Soft, and services, including iPass,
Microsoft MCIS & Site Server and Software.Com. The second box represents
business Internet service providers consisting of integrators, including
Andersen, Deloitte & Touche, NTT Soft and PWC and services, including Cisco
NetFlow, HP SIU and XACCT. The third box represents Internet protocol telephony
consisting of integrators such as Finsiel and KPMG and services such as Cisco
and VocalTec. The fourth box represents hosting consisting of integrators such
as Deloitte & Touche and Hewlett-Packard and services such as Microsoft MCIS &
Site Server and Netscape SuiteSpot.

  There are six boxes across the bottom of the diagram, each representing a
different type of platform partner. The first box represents hardware partners
such as Compaq, Hewlett-Packard and Sun. The second box represents database
partners such as Microsoft and Oracle. The third box represents customer care
partners such as Clarity, Remedy and Vantive. The fourth box represents
accounting reporting partners such as Oracle and Seagate. The fifth box
represents payment partners such as FDC, Group I, Paymentech, Cybercash and
VeriFone. The sixth box represents tax partners such as Taxware and Vertex.

  There are two types of partners in Portal's "Market Partnership Model":

  Market Partners. Portal leverages its own sales and marketing efforts by
taking advantage of the marketing and lead generation capabilities of its
market partners. Market partners are specialized technology and services firms
that adapt Portal's products to the needs of a specified market segment. For
example, in the consumer ISP market, iPass, Inc., Microsoft and Software.com,
Inc. provide complementary services and technologies, which are fully
integrated with Infranet through Portal's open APIs. In turn, a set of systems
integrators, such as Andersen Consulting, Cap Gemini, NTT Soft and
PricewaterhouseCoopers, adapts this combination of Infranet and add-on
technologies to the specific environment of each provider of on-line services.
This combination of add-on technology and systems integration allows Portal to
serve as the enabling technology for a complete solution in each of its
markets. This approach also provides a mechanism for Portal to enter new
markets as opportunities develop.

  In April 1999, Portal agreed to enter into a strategic alliance with Andersen
Consulting under which Andersen Consulting will provide services to Portal, the
parties will expand their existing marketing alliance and will work closely
together to expand their customer service and marketing relationship. Under
this arrangement, Andersen Consulting purchased 380,184 shares of common stock
from Portal in a placement concurrent with Portal's initial public

                                       45
offering and Portal agreed to pay Andersen Consulting a services fee of $2.8
million. See "Description of Capital Stock--Private Placement".

  Platform Partners and Alliances. Portal's technology strategy is to focus
exclusively on Infranet to enable real-time, mission-critical, Internet-based
services. Given this focus, Portal forms partnerships and alliances with
hardware platform providers, such as Cisco, Compaq, Hewlett-Packard and Sun
Microsystems, database software developers such as Microsoft and Oracle, and
software applications developers with best-of-breed products to provide
superior solutions to its customers. By providing its platform partners and
alliances with a fully documented set of open APIs, Portal ensures that
Infranet can interoperate with their products. This allows Portal to partner
with the leading-edge vendors in each area of functionality and provides the
flexibility to adopt new products and technologies rapidly. Portal also seeks
to generate referral sales from its platform partners' sales forces.

  In April 1999, Portal entered into a strategic alliance with Cisco under
which Portal and Cisco are jointly developing and marketing integrated hardware
and software products targeted at providers of Internet-based services. Under
this arrangement, Portal is Cisco's strategic CM&B solution provider and Cisco
will be Portal's strategic solution provider of equipment for next generation
IP networks.

                                   Technology

  Portal's software architecture consists of the Infranet platform, upon which
CM&B functionality is layered using fully 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 behavior of the CM&B functions.

                                       46
Infranet's advanced, four-tier client-server architecture was designed from
the ground up to be scalable, reliable, secure and extensible. The four tiers
of Infranet's architecture are:

[Diagram entitled "Four Tier Architecture" depicting the four tiers:
Application, Business Process, Object and Data. The application tier contains
the client applications. The business process tier contains the process
modules, the object request broker. The Object tier contains the object server
which consists of the payment and reporting engines. The data tier contains the
database where all the data is stored. Along the bottom of the four tiers are
several machines depicting the hardware infrastructure shown as operating on
either a network or single machine utilizing the four tier architecture.]

  . Application Tier: includes client applications for registration, customer
    service and billing, as well as interfaces to event sources such as
    terminal, mail or Web servers.

  . Business Process Tier: includes an object request broker, or ORB, that
    arbitrates requests between this tier and the object tier and functional
    modules that implement the core business operations supported by
    Infranet. These modules are driven by business policies that are fully
    customizable by the provider.

  . Object Tier: manages all account, service, event and pricing information
    using a high-level, objected-oriented data model that greatly enhances
    the extensibility of the system.

  . Data Tier: includes the relational database management systems such as
    Oracle and Microsoft SQL Server where all Infranet data is stored, as
    well as TCP/IP-based links to external systems such as payment, tax,
    credit card authorization and directory-based systems.

  Infranet's four-tier architecture has several advantages:

  Scalability and Performance. Infranet easily scales to handle subscriber
growth and large numbers of subscribers while maintaining high levels of
performance. Providers can add multiple servers as needed to any or all levels
of the system, generally without incurring downtime. In addition, automatic
load balancing is used to minimize the effect of usage spikes on performance.

                                       47
Reliability. Infranet provides 24x7 telecommunications-grade reliability with
features such as automatic reconnection in the event of a lost link and
automatic re-routing in case of a failed re-connect. Both features occur
without interrupting the client application. In addition, in March 1999, Portal
introduced Infranet DNA, a technology solution for distributing an Infranet
implementation geographically. This allows providers to offer uninterrupted
services access and usage even when a main Infranet database is down or
inaccessible. Finally, Infranet utilizes the features of the underlying
database management system to improve transactional integrity and account
reliability. Because Infranet is designed to take advantage of redundancy,
adding additional systems to the architecture increases reliability.

  Security. Firewalls, proxies and filters can be installed between every tier
of the Infranet architecture to prevent unauthorized access to programs and
data. Providers can determine and audit who has access to the system. Critical
business functions run at the most secure business process tier, and access
lists restrict the use of critical operations. Session monitoring, analysis and
control occur in real time so that problems can be identified and stopped
rapidly.

  Extensibility. Infranet offers fully documented open APIs at every level of
the system. These interfaces give providers the ability to integrate Infranet
with legacy and external software. Value-added services, even those developed
by third parties, can be rapidly customized as well.

                              Sales and Marketing

Sales

  Portal's sales strategy is to pursue targeted accounts both through its
direct sales force and indirectly through its strategic partners. Portal has to
date targeted its sales efforts at medium and large ISPs, on-line service
divisions of traditional telecommunications providers and other providers of
Internet-based services.

  Portal maintains direct sales personnel in ten states across the United
States, and internationally in France, Germany, Australia, Canada, China, Hong
Kong, Japan, Spain and the United Kingdom. The direct sales force is organized
into individual account teams, which include both sales representatives and
systems engineers. 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. The direct sales force is complemented by
telemarketing representatives based at Portal's headquarters in Cupertino,
California. Portal qualifies the leads and assigns an account team to
prospective customers. The account team then initiates the sales process, which
generally involves multiple presentations to information technology and
business professionals within the prospective customer's organization. Portal
intends to increase the size of its direct sales force and establish additional
sales offices domestically and internationally.

  Portal complements its direct sales force with a series of partnerships and
alliances with systems integrators such as Andersen Consulting, Cap Gemini, NTT
Soft and PricewaterhouseCoopers, as well as with hardware platform and software
applications developers and service providers such as Cisco, Compaq, Hewlett-
Packard, Microsoft and Sun Microsystems. These partners provide a global
extension of Portal's direct sales force and are a significant source of leads
and referrals. Portal believes these relationships also serve to validate its
technology and facilitate broad market acceptance of Infranet services.
Portal's direct sales force works closely with its indirect distribution
partners. After a partner has introduced Portal's products to a potential
customer, an in-house account team is assigned to complete the sales process.

  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

                                       48
agreements with these parties typically are in the form of non-exclusive
referral fee or reseller agreements that may be terminated by either party
without cause or penalty and with limited notice. Therefore, there is no
guarantee any single party will continue to market Portal's products. If these
relationships fail, Portal will have to devote substantially more resources to
the distribution, sales and marketing, implementation and support of Infranet.
Portal intends to establish additional indirect channels in the future.
However, there can be no assurance that Portal will be able to establish
relationships with additional partners on a timely basis or at all, or that
such relationships will be successful.

Marketing

  Portal's marketing programs are targeted at providers of Internet-based
services and are currently focused on creating awareness of, and generating
interest in, Infranet. 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;

  . creating and placing advertisements; and

  . establishing and maintaining close relationships with recognized industry
    analysts.

Portal is an active participant in technology-related conferences and
demonstrates its products at trade shows targeted at providers of Internet-
based services. 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 typical customers are providers of Internet-based services that
benefit from a scalable CM&B software solution. As of July 31, 1999, Portal had
licensed Infranet to approximately 130 customers worldwide, including:
BellSouth, Concentric Network, CyberCash, Inc., FlashNet Communications, Inc.,
France Telecom, Grolier Incorporated, Juno Online Services, Microsoft, NTT
Soft, OzeMail, Palm.net, Sage Networks, Inc., SegaSoft Networks, Inc., Shanghai
Online, USinternetworking, U S West, UUNET and Viag Interkom.

  In the six months ended July 31, 1998 and 1999 and in fiscal year 1999, no
customer accounted for 10% or more of Portal's total revenues. In the fiscal
year ended January 31, 1998, Compuserve accounted for more than 10% of Portal's
total revenues, and Sprint accounted for more than 10% of Portal's total
revenues in the fiscal year ended January 31, 1997.

  Although Portal's customers include both small and large providers of
Internet-based services, a substantial portion of Portal's license and services
revenues in any given quarter has, 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 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 CM&B, enterprise,
database and operating system software markets and has complemented these
individuals by hiring senior management with experience in software used by
providers of Internet-based services.

  Portal's research and development expenses totaled approximately $11.3
million for the fiscal

                                       49
year ended January 31, 1999, $5.6 million for the fiscal year ended January 31,
1998, $2.5 million for the fiscal year ended January 31, 1997, $10.5 million
for the six months ended July 31, 1999 and $4.7 million for the six months
ended July 31, 1998. As of July 31, 1999, approximately 149 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,
scalability, extensibility, ease of integration and price. Portal faces
competition from providers of traditional CM&B software such as Amdocs, Kenan
Systems, which was recently acquired by Lucent, LHS Group and Saville Systems
which was recently acquired by ADC Telecommunications; emerging providers of
Internet-specific billing software, such as Belle Systems, Solect Technology
and TAI, which was recently acquired by Convergys; and providers of Internet-
based services that develop proprietary systems. Portal also competes with
systems integrators and with internal MIS departments of larger
telecommunications carriers. Portal is aware of numerous other major ISPs,
software developers and smaller entrepreneurial companies that are focusing
significant resources on developing and marketing products and services that
will compete with Infranet.

  Portal believes it competes favorably in performance, scalability,
extensibility, ease of integration and price, particularly due to Infranet's
ability to run on a wide range of systems, Infranet's ability to integrate with
existing applications, Infranet's comprehensive functionality and ease of use,
and its flexibility. The failure of Portal to develop products that compete
successfully with those of other suppliers in the market would harm our
business.

  Portal anticipates continued growth and competition in the telecommunications
industry and the entrance of new competitors into the CM&B software market, and
that the market for its products and services will remain intensely
competitive. Many of Portal's current and future competitors have significantly
more personnel and greater financial, technical, marketing and other resources
than Portal.

                             Intellectual Property

  Portal relies upon a combination of patent, copyright, trade secret and
trademark law to protect its intellectual property. Portal currently has three
U.S. patent applications pending related to its relational database and real-
time billing technology. In addition, Portal has two U.S. registered trademarks
and nine U.S. trademark applications pending. 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 it has taken will prevent
misappropriation of its technology, particularly in foreign countries where the
laws may not protect proprietary rights as fully as do the laws of 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:

  . there is a bankruptcy proceeding by or against Portal;

  . Portal ceases to do business without a successor; or

                                       50
. 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 number of competitors in its
industry segments grows and 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, 1999, Portal had 412 full-time employees, 79 of whom were
engaged in customer service and support, 121 in sales and marketing, 149 in
engineering, and 62 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 whom 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, train and retain highly qualified technical, sales and managerial
personnel. Competition for such personnel is intense, particularly in the
San Francisco Bay Area where Portal is headquartered, due to the limited number
of people available with the necessary technical skills and understanding of
the Internet, and there can be no assurance that Portal can retain or attract
key personnel in the future. 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.

                                   Facilities

  Portal leases an aggregate of approximately 47,000 square feet in two
separate offices in an office complex located in Cupertino, California. Portal
occupies these premises under two leases expiring in May 2000 and October 2003.
In June 1999, Portal entered into a lease of a new Cupertino facility of
approximately 140,000 square feet. Portal plans to begin occupying this
facility in late fiscal year 2000. The lease for this property expires in
December 2010. In addition to its principal office space in Cupertino,
California, Portal also leases facilities and offices domestically in Westport,
Connecticut; Boston, Massachusetts; New York, New York; McLean, Virginia;
Dallas, Texas; Chicago, Illinois and internationally in North Sydney, New South
Wales, Australia; Slough, United Kingdom; and Hong Kong. These leases are for
terms expiring from September 1999 to December 2010. Portal believes that the
facilities it currently leases are sufficient to meet its needs through at
least the next twelve months. However, Portal believes it will require
additional office space after that time and may seek additional facilities in
the same geographic area as Cupertino, California.

                               Legal Proceedings

  Portal is not currently a party to any material legal proceeding.

                                       51
MANAGEMENT

                        Executive Officers and Directors

  The following table sets forth certain information regarding the executive
officers and directors of Portal as of July 31, 1999:
Name              Age                   Position
 ----------------------------  --- --------------------------------------------
John E. Little..............  41  Chief Executive Officer, President and
                                   Chairman of the Board of Directors
 Jack L. Acosta..............  52  Chief Financial Officer and Vice President,
                                   Finance
 David S. Labuda.............  36  Chief Technology Officer and Vice President,
                                   Engineering
 Steven R. Sommer............  44  Vice President, Marketing and Business
                                   Development
 Kevin P. Mosher.............  42  Vice President, Sales
 Annette D. Surtees..........  43  Vice President, Human Resources
 Michael E. Regan............  43  Vice President, Professional Services
 Mitchell L. Gaynor..........  39  General Counsel and Secretary
 Arthur C. Patterson(1)(2)...  55  Director
 Edward J. Zander(2).........  52  Director
 David C.
  Peterschmidt(1)(2).........  52  Director
 William T. Coleman III(2)...  51  Director
--------
(1) Member of audit committee
(2) Member of compensation committee

  John E. Little. Mr. Little founded Portal in March 1985 and 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
since November 1996. 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.

  Jack L. Acosta. Mr. Acosta joined Portal in February 1999 as Chief Financial
Officer and Vice President, Finance. In addition, Mr. Acosta served as
Secretary from February 1999 through April 1999. From July 1996 to January
1999, Mr. Acosta served as Executive Vice President and Chief Financial Officer
for Sybase, Inc., a database company. From December 1994 until July 1996,
Mr. Acosta served as Vice President, Engineering Services, Integration and
Business Management of Sybase. From March 1993 until December 1994, Mr. Acosta
served as President, Chief Operating Officer and a director of Tanon
Manufacturing, Inc., a manufacturing and engineering services company. Prior to
March 1993, Mr. Acosta held various management positions at Ungermann-Bass
Inc., Atari, Inc., Diablo Systems, Inc. and Ford Motor Company.

  David S. Labuda. Mr. Labuda joined Portal in March 1994 as Vice President,
Engineering and Chief Technology Officer. From June 1990 to March 1994, Mr.
Labuda was employed by Sun Microsystems, Inc., a network computing company, as
a Director of UNIX Development. From August 1985 to June 1990, Mr. Labuda
worked for Sun Microsystems as a Senior Engineer and Manager, including
managing the software development for the SparcStation 1 and SparcStation 2
projects. Mr. Labuda received the first Sun Presidential Award and holds three
patents from his tenure there.

  Steven R. Sommer. Mr. Sommer joined Portal in July 1997 as Vice President,
Marketing and Business Development. From May 1993 to July 1997, Mr. Sommer
served as Vice President, Worldwide Marketing and Enterprise Solutions for
Informix Corporation,

                                       52
an enterprise database company. From February 1990 until April 1993, Mr. Sommer
served as Vice President, Marketing for Cognos, Inc., an applications and tools
development software company. Prior to February 1990, Mr. Sommer held various
other marketing positions at Digital Equipment Corporation, Scitex America
Corp., McKinsey & Company, Inc. and Procter and Gamble Company.

  Kevin P. Mosher. Mr. Mosher joined Portal in March 1997 as Vice President,
Sales. From January 1996 to February 1997, Mr. Mosher served as Vice President
of Sales for Software Emancipation, Inc., a software development and testing
company. From May 1995 to November 1995, Mr. Mosher served as Vice President,
National Sales at Watermark Software, Inc., an enterprise software company.
From February 1991 to May 1995, Mr. Mosher served as Regional Vice President at
Interleaf, Inc., a software tool company. From 1985 to 1991, Mr. Mosher held
various senior sales management positions at Oracle Corporation.

  Annette D. Surtees. Ms. Surtees joined Portal in August 1998 as Vice
President, Human Resources. From February 1998 through July 1998, Ms. Surtees
served as Director of Human Resources for VLSI Technology, Inc., an integrated
circuit design and manufacturing company. From February 1997 to February 1998,
Ms. Surtees was an independent consultant. From May 1988 until February 1997,
Ms. Surtees held various human resources management positions at Seagate
Technology, Inc., a data technology company, most recently as Vice President,
Human Resources for Corporate, U.S. and European Operations.

  Michael E. Regan. Mr. Regan joined Portal in February 1999 as Vice President,
Professional Services. From June 1998 to February 1999, Mr. Regan served as
Vice President, Professional Services for Siebel Systems, Inc., a supplier of
enterprise relationship management systems. From February 1988 to June 1998,
Mr. Regan served as Vice President, Professional Services for Sybase.

  Mitchell L. Gaynor. Mr. Gaynor joined Portal in April 1999 as General Counsel
and Secretary. From January 1997 to April 1999, Mr. Gaynor served as Vice
President, General Counsel and Secretary of Sybase. From May 1996 to January
1997, he served as Vice President and Associate General Counsel of Sybase and
from February 1993 to May 1996, Mr. Gaynor served as Senior Corporate Counsel
of Sybase.

  Arthur C. Patterson. Mr. Patterson has been a Director of Portal since March
1996. Mr. Patterson is a founder and General Partner of Accel Partners, a
venture capital firm. Mr. Patterson invests in enterprise software and
communications services companies. Mr. Patterson also serves as a director of
PageMart Wireless, Inc., a communications services company, Unify Corporation,
an enterprise software company, Actuate Software Corporation, an enterprise
reporting software company, Viasoft, Inc., a software tools company, as well as
several private enterprise software and communications companies.

  Edward J. Zander. Mr. Zander has been a Director of Portal since August 1997.
Since April 1999, Mr. Zander has also served as President of Sun Microsystems,
and since January 1998, Mr. Zander has served as Chief Operating Officer of Sun
Microsystems. From February 1995 until January 1998, Mr. Zander served as
President of Sun Microsystems Computer Company, a subsidiary of Sun
Microsystems. From January 1991 to February 1995, Mr. Zander was President of
SunSoft, Inc., the software subsidiary of Sun Micro- systems. From October 1987
to January 1991, Mr. Zander was Vice President of Marketing at Sun
Microsystems. Mr. Zander also serves as a director of Documentum, Inc., a
developer of Internet and client/server software-based solutions, Rhythms Net
Connections, Inc. and the Jason Foundation for Education.

  David C. Peterschmidt. Mr. Peterschmidt has served as a Director of Portal
since April 1998. Mr. Peterschmidt has been President, Chief Executive Officer
and a Director of Inktomi Corporation, an internet search engine company, since
July 1996. He was appointed Chairman of the Board of Directors of Inktomi in

                                       53
December 1997. From 1991 through June 1996, he served as Chief Operating
Officer and Executive Vice President of Sybase. Mr. Peterschmidt also served as
a Captain in the United States Air Force for nine years, where he was Lead
Contract Negotiator on Rockwell International's B1 Bomber Program.

  William T. Coleman III. Mr. Coleman has served as a Director of Portal since
April 1998. Mr. Coleman is a founder of BEA Systems, Inc., a software company,
and has been its President, Chief Executive Officer and Chairman of the Board
of Directors since BEA's inception in January 1995. From December 1985 to
January 1995, Mr. Coleman held various positions at Sun Microsystems, most
recently as Vice President and General Manager of the Sun Integration Division.

Board of Directors and Committees

  Portal currently has authorized five directors. The board consists of five
directors divided into three classes, with each class serving for a term of
three years. At each annual meeting of stockholders, directors will be elected
by the holders of common stock to succeed the directors whose terms are
expiring. Messrs. Patterson and Coleman are Class I directors whose terms will
expire in 2000, Mr. Zander is a Class II director whose term will expire in
2001, and Messrs. Little and Peterschmidt are Class III directors whose terms
will expire in 2002. The officers serve at the discretion of the board.

  Portal has established an audit committee, which reviews and supervises
Portal's financial controls, including the selection of its auditors, reviews
the books and accounts, meets with its officers regarding its financial
controls, acts upon recommendations of auditors and takes further actions as
the audit committee deems necessary to complete an audit of Portal's books and
accounts. The audit committee also evaluates potential conflicts of interest
between Portal and its executive officers and directors and serves to evaluate
any transactions or events which could be deemed improper, as well as other
matters which may come before it or as directed by the board. The audit
committee currently consists of two directors, Messrs. Patterson and
Peterschmidt.

  Portal has established a compensation committee, which reviews and approves
the compensation and benefits for Portal's executive officers, administers its
stock plans and performs other duties as may from time to time be determined by
the board. The compensation committee currently consists of four directors,
Messrs. Patterson, Zander, Peterschmidt and Coleman.

  Portal has also established a stock committee, which reviews and approves
stock option grants within certain guidelines established by the compensation
committee for non-executive officer employees. The stock committee currently
consists of Mr. Little.

Compensation Committee Interlocks and Insider Participation

  None of Portal's executive officers serve on the board of directors or
compensation committee of any entity which has one or more executive officers
serving as a member of Portal's board or compensation committee.

Director Compensation

  Portal currently does not compensate any non-employee member of the board.
Members of the board are eligible to receive discretionary option grants and
stock issuances under the 1999 Stock Incentive Plan. In addition, under the
1999 Stock Incentive Plan, non-employee directors will receive automatic option
grants on the date of each annual meeting of stockholders. The 1999 Stock
Incentive Plan also contains a director fee option grant program. Should this
program be activated in the future, each non-employee board member will have
the opportunity to apply all or a portion of any annual retainer fee otherwise
payable in cash to the acquisition of a below-market option grant. At this
time, Portal does not anticipate paying any annual retainer fee or other cash
compensation to any non-employee members of the board of directors. See
"Management--Benefit Plans".

                                       54
Executive Compensation

  Summary Compensation Table. The following table sets forth certain
information with respect to the compensation of Portal's Chief Executive
Officer and Portal's four next most highly compensated executive officers who
earned more than $100,000 for the fiscal year ended January 31, 1999
(collectively, the "Named Executive Officers").

                           Summary Compensation Table
Annual Compensation
                                              Fiscal Year --------------------
         Name and Principal Position             Ended    Salary ($) Bonus ($)
         ---------------------------          ----------- ---------- ---------
John E. Little...............................    1999      $185,000  $ 40,000
 Chief Executive Officer, President and
  Chairman of the Board of Directors
Richard C. Spalding(1).......................    1999       160,000     6,000
 Chief Financial Officer and Vice President,
  Finance
David S. Labuda..............................    1999       208,000    52,000
 Chief Technology Officer and Vice President,
  Engineering
Steven R. Sommer.............................    1999       180,000    50,000
 Vice President, Marketing and Business
  Development
Kevin P. Mosher..............................    1999       140,000   110,000
 Vice President, Sales
Dong Joo (Karen) Ha(2).......................    1999       150,000    43,000
 Vice President, Client Services
--------
(1) Mr. Spalding resigned as Chief Financial Officer, Vice President, Finance
    and Secretary effective January 31, 1999 but remained an employee of Portal
    until May 7, 1999.
(2) Ms. Ha resigned as Vice President, Client Services on October 31, 1998 but
    remained an employee of Portal until April 30, 1999. Ms. Ha earned $150,000
    in the fiscal year ended January 31, 1999 based on an annual salary of
    $180,000.

  The bonus component of an executive officer's annual compensation is based on
the compensation committee's assessment of Portal's financial performance, such
as revenue growth, for the fiscal year and the individual officer's
contribution to that performance, as well as the achievement of individual and
corporate milestones.

  Under a letter agreement dated December 24, 1998, Mr. Jack L. Acosta,
Portal's Chief Financial Officer, Vice President, Finance and Secretary, is to
receive an annual salary of $200,000 for the fiscal year ending January 31,
2000, has received a one-time signing bonus of $25,000 and is eligible to
receive up to an aggregate of $80,000 upon the achievement of certain
performance milestones. Mr. Acosta was granted an option to purchase 1,080,000
shares of common stock, of which 342,000 are vested and the balance continues
to vest monthly over Mr. Acosta's continued employment with Portal.

  Under a letter agreement dated January 31, 1999, Mr. Michael E. Regan,
Portal's Vice President, Professional Services, is to receive an annual salary
of $200,000 for the fiscal year ending January 31, 2000 and receive a one-time
signing bonus of $25,000 and is eligible to receive up to an aggregate of
$80,000 upon the achievement of certain performance milestones. Mr. Regan was
granted an option to purchase 750,000 shares of common stock, twenty-five
percent of which will vest one year from the date of grant and the balance of
which will vest in thirty-six equal monthly installments of Mr. Regan's
continued employment with Portal.

                                       55
Option Grants. No option grants or stock appreciation rights were granted to
any Named Executive Officer during the fiscal year ended January 31, 1999.

  Aggregate Option Exercises and Option Values. The following table sets forth
information concerning option exercises and option holdings for the Named
Executive Officers as of January 31, 1999. No stock appreciation rights were
exercised during the fiscal year ended January 31, 1999 and no stock
appreciation rights were outstanding at the end of the fiscal year. The value
realized is based on the fair market value of Portal's common stock on the date
of exercise, as determined by the board, less the exercise price payable for
such shares. The value of unexercised in-the-money options at fiscal year end
is based on the fair market value of Portal's common stock on January 31, 1999,
as determined by the board at that time, less the option exercise price payable
for such shares. The value of unexercised in-the-money options at the initial
public offering price is based on Portal's initial public offering price of
$14.00 per share, less the exercise price payable for such shares.

         Option Exercises in the Fiscal Year Ended January 31, 1999 and
                         Fiscal Year-End Option Values
Number of Securities         Value of Unexercised
                      Number of            Underlying Unexercised            In-the-Money
                       Shares                 Options at FY-End            Options at FY-End
                     Acquired on  Value   ------------------------- -------------------------------
Name                  Exercise   Realized Exercisable Unexercisable Exercisable($) Unexercisable($)
----                 ----------- -------- ----------- ------------- -------------- ----------------
John E. Little..          --       --           --          --              --            --
Richard C. Spalding       --       --           --          --              --            --
David S.
 Labuda.........          --       --           --          --              --            --
Steven R. Sommer..        --       --           --          --              --            --
Kevin P. Mosher..         --       --           --          --              --            --
Dong Joo (Karen) Ha    99,999        0      200,001         --         $666,670           --
Value of Unexercised
                              in-the-Money
                             Options at the
                      Initial Public Offering Price
                     -------------------------------
Name                 Exercisable($) Unexercisable($)
----                 -------------- ----------------
John E. Little..              --           --
Richard C. Spalding           --           --
David S.
 Labuda.........              --           --
Steven R. Sommer..            --           --
Kevin P. Mosher..             --           --
Dong Joo (Karen) Ha    $2,790,014          --
As of January 31, 1999, Portal's repurchase right had lapsed as to all 99,999
shares which Ms. Ha had exercised. Ms. Ha's employment with Portal terminated
as of April 30, 1999 and all of her unexercised options were cancelled.

                                 Benefit Plans

1999 Stock Incentive Plan.

  Introduction. The 1999 Stock Incentive Plan was adopted by the board in
February 1999 and approved by the stockholders in April 1999. The 1999 Stock
Incentive Plan became effective in May 1999. At that time, all outstanding
options under Portal's existing 1995 Stock Option/Stock Issuance Plan were
transferred to the 1999 Stock Incentive Plan, and no further option grants were
or will be made under the 1995 Stock Option/Stock Issuance Plan. The
transferred options will continue to be governed by their existing terms,
unless Portal's compensation committee decides to extend one or more features
of the 1999 Stock Incentive Plan to those options. Except as otherwise noted
below, the transferred options have substantially the same terms as will be in
effect for grants made under the discretionary option grant program of Portal's
1999 Stock Incentive Plan. As of July 31, 1999, options to purchase 9,332,733
shares of common stock were outstanding at an average exercise price of $7.23.

  Share Reserve.  13,290,062 shares of Portal's common stock have been
authorized for issuance under the 1999 Stock Incentive Plan. The number of
shares authorized for issuance under Portal's 1999 Stock Incentive Plan will
automatically increase on the first trading day of February each year,
beginning February 1, 2000, by an amount equal to four percent of the total
number of shares of common stock outstanding on the last trading day of the
prior month, but in no event will this annual increase exceed 5,250,000 shares.
In addition, no participant in Portal's 1999 Stock Incentive Plan may be
granted stock options or direct stock issuances for more than 1,000,000 shares
of common stock in total in any calendar year.

                                       56
Programs. Portal's 1999 Stock Incentive Plan has five separate programs:

  . the discretionary option grant program, under which eligible individuals
    in Portal's employ may be granted options to purchase shares of Portal's
    common stock at an exercise price not less than the fair market value of
    those shares on the grant date;

  . the stock issuance program, under which eligible individuals may be
    issued shares of common stock directly, upon the attainment of
    performance milestones or upon the completion of a period of service or
    as a bonus for past services;

  . the salary investment option grant program, under which Portal's
    executive officers and other highly compensated employees may be given
    the opportunity to apply a portion of their base salary to the
    acquisition of special below market stock option grants;

  . the automatic option grant program, under which option grants will be
    made at periodic intervals to eligible non-employee board members to
    purchase shares of common stock at an exercise price equal to the fair
    market value of those shares on the grant date; and

  . the director fee option grant program, under which Portal's non-employee
    board members may be given the opportunity to apply a portion of any
    retainer fee otherwise payable to them in cash for the year to the
    acquisition of special below-market option grants.

  The individuals eligible to participate in Portal's 1999 Stock Incentive Plan
include Portal's officers and other employees, Portal's board members and any
consultants Portal hires.

  Administration. The discretionary option grant and stock issuance programs
are administered by Portal's compensation committee and stock committee. These
committees determine which eligible individuals are to receive option grants or
stock issuances under those programs, the time or times when the grants or
issuances are to be made, the number of shares subject to each grant or
issuance, the status of any granted option as either an incentive stock option
or a nonstatutory stock option under federal tax laws, the vesting schedule to
be in effect for the option grant or stock issuance and the maximum term for
which any granted option is to remain outstanding. The compensation committee
also has the authority to select the executive officers and other highly
compensated employees who may participate in the salary investment option grant
program in the event that program is put into effect for one or more calendar
years.

  Plan Features. Portal's 1999 Stock Incentive Plan includes the following
features:

  . The exercise price for any options granted under the plan may be paid in
    cash or in shares of Portal's common stock valued at fair market value on
    the exercise date. The option may also be exercised through a same-day
    sale program without any cash outlay by the optionee.

  . The compensation committee has the authority to cancel outstanding
    options under the discretionary option grant program, including any
    transferred options from Portal's 1995 Stock Option/Stock Issuance Plan,
    in return for the grant of new options for the same or different number
    of option shares with an exercise price per share based upon the fair
    market value of Portal's common stock on the new grant date.

  . Stock appreciation rights may be issued under the discretionary option
    grant program. These rights will provide the holders with the election to
    surrender their outstanding options for a payment from Portal equal to
    the fair market value of the shares subject to the surrendered options
    less the exercise price payable for those shares. Portal may make the
    payment in cash or in shares of Portal's common stock. None of the
    options under Portal's 1995 Stock Option/Stock Issuance Plan have any
    stock appreciation rights.

                                       57
Change in Control. The 1999 Stock Incentive Plan includes the following
change in control provisions which may result in the accelerated vesting of
outstanding option grants and stock issuances:

  . In the event that Portal is acquired by merger or asset sale, each
    outstanding option under the discretionary option grant program which is
    not to be assumed by the successor corporation will immediately become
    exercisable for all the option shares, and all outstanding unvested
    shares will immediately vest, except to the extent that Portal's
    repurchase rights with respect to those shares are to be assigned to the
    successor corporation.

  . The compensation committee has complete discretion to grant one or more
    options which will become exercisable for all the option shares in the
    event those options are assumed in the acquisition but the optionee's
    service with Portal or the acquiring entity is subsequently terminated.
    The vesting of any outstanding shares under Portal's 1999 Stock Incentive
    Plan may be accelerated upon similar terms and conditions.

  . The compensation committee may grant options and structure repurchase
    rights so that the shares subject to those options or repurchase rights
    will immediately vest in connection with a successful tender offer for
    more than fifty percent of Portal's outstanding voting stock or a change
    in the majority of Portal's board through one or more contested
    elections. Such accelerated vesting may occur either at the time of such
    transaction or upon the subsequent termination of the individual's
    service.

  . The options currently outstanding under Portal's 1995 Stock Option/Stock
    Issuance Plan will immediately vest upon an acquisition of Portal by
    merger or asset sale, unless Portal's repurchase rights with respect to
    the unvested shares subject to those options are assigned to the
    successor entity. There are no other change in control provisions
    currently in effect for those options. However, the compensation
    committee may extend the acceleration provisions of Portal's 1999 Stock
    Incentive Plan to any or all of those options.

  Salary Investment Option Grant Program. In the event the compensation
committee decides to put this program into effect for one or more calendar
years, each of Portal's executive officers and other highly compensated
employees may elect to reduce his or her base salary for the calendar year by
an amount not less than $10,000 nor more than $50,000. Each selected
individual who makes such an election will automatically be granted, on the
first trading day in January of the calendar year for which his or her salary
reduction is to be in effect, an option to purchase that number of shares of
common stock determined by dividing the salary reduction amount by two-thirds
of the fair market value per share of Portal's common stock on the grant date.
The option will have an exercise price per share equal to one-third of the
fair market value of the option shares on the grant date. As a result, the
option will be structured so that the fair market value of the option shares
on the grant date less the exercise price payable for those shares will be
equal to the amount of the salary reduction. The option will become
exercisable in a series of twelve equal monthly installments over the calendar
year for which the salary reduction is to be in effect.

  Automatic Option Grant Program. On the date of each annual stockholders
meeting, each individual who is to continue to serve as a non-employee board
member will automatically be granted an option to purchase 6,000 shares of
Portal's common stock, provided he or she has served on the board for at least
six months. Each grant will have a term of ten years, subject to earlier
termination following the optionee's cessation of board service, and will be
immediately exercisable for all the option shares.

                                      58
Director Fee Option Grant Program. If this program is put into effect in the
future, then each non-employee board member may elect to apply all or a portion
of any cash retainer fee for the year to the acquisition of a below-market
option grant. The option grant will automatically be made on the first trading
day in January in the year for which the non-employee board member would
otherwise be paid the cash retainer fee in the absence of his or her election.
The option will have an exercise price per share equal to one-third of the fair
market value of the option shares on the grant date, and the number of shares
subject to the option will be determined by dividing the amount of the retainer
fee applied to the program by two-thirds of the fair market value per share of
Portal's common stock on the grant date. As a result, the option will be
structured so that the fair market value of the option shares on the grant date
less the exercise price payable for those shares will be equal to the portion
of the retainer fee applied to that option. The option will become exercisable
in a series of twelve equal monthly installments over the calendar year for
which the election is in effect. However, the option will become immediately
exercisable for all the option shares upon the death or disability of the
optionee while serving as a board member.

  Additional Program Features. Portal's 1999 Stock Incentive Plan also has the
following features:

  . Outstanding options under the salary investment and director fee option
    grant programs will immediately vest if Portal is acquired by a merger or
    asset sale or if there is a successful tender offer for more than 50% of
    Portal's outstanding voting stock or a change in the majority of Portal's
    board through one or more contested elections.

  . Limited stock appreciation rights will automatically be included as part
    of each grant made under the salary investment option grant program and
    the automatic and director fee option grant programs, and these rights
    may also be granted to one or more officers as part of their option
    grants under the discretionary option grant program. Options with this
    feature may be surrendered to Portal upon the successful completion of a
    hostile tender offer for more than 50% of Portal's outstanding voting
    stock. In return for the surrendered option, the optionee will be
    entitled to a cash distribution from Portal in an amount per surrendered
    option share based upon the highest price per share of Portal's common
    stock paid in that tender offer.

  . The board may amend or modify the 1999 Stock Incentive Plan at any time,
    subject to any required stockholder approval. The 1999 Stock Incentive
    Plan will terminate no later than February 23, 2009.

1999 Employee Stock Purchase Plan.

  Introduction. Portal's 1999 Employee Stock Purchase Plan was adopted by the
board in February 1999 and approved by the stockholders in April 1999. The plan
became effective in May 1999. The plan is designed to allow eligible employees
of Portal and its participating subsidiaries to purchase shares of common
stock, at semi-annual intervals, with their accumulated payroll deductions.

  Share Reserve. 1,800,000 shares of common stock have been reserved for
issuance. The reserve will automatically increase on the first trading day in
February each year, beginning February 1, 2000, by an amount equal to two
percent of the total number of Portal's outstanding shares of common stock on
the last trading day of the prior month. In no event will any such annual
increase exceed 2,000,000 shares.

  Offering Periods. The plan has a series of successive offering periods, each
with a maximum duration of 24 months. The initial offering period started May
5, 1999 and will end on the last business day in May 2001. The next offering
period will start on the first business day in June 2001, and subsequent
offering periods will set by Portal's compensation committee.

  Eligible Employees. Individuals scheduled to work more than 20 hours per week
for more than five calendar months per year may join an offering period on the
start

                                       59
date or any semi-annual entry date within that period. Semi-annual entry dates
will occur on the first business day of June and December each year.
Individuals who become eligible employees after the start date of an offering
period may join the plan on any subsequent semi-annual entry date within that
offering period.

  Payroll Deductions. A participant may contribute up to 15% of his or her cash
earnings through payroll deductions, and the accumulated deductions will be
applied to the purchase of shares on each semi-annual purchase date. The
purchase price per share will be equal to 85% of the fair market value per
share on the participant's entry date into the offering period or, if lower,
85% of the fair market value per share on the semi-annual purchase date. Semi-
annual purchase dates will occur on the last business day of April and November
each year. In no event, however, may any participant purchase more than 1,250
shares on any purchase date, and not more than 300,000 shares may be purchased
in total by all participants on any purchase date.

  Reset Feature. If the fair market value per share of Portal's common stock on
any purchase date is less than the fair market value per share on the start
date of the two-year offering period, then that offering period will
automatically terminate, and a new two-year offering period will begin on the
next business day. All participants in the terminated offering will be
transferred to the new offering period.

  Change in Control. Should Portal be acquired by merger or sale of
substantially all of Portal's assets or more than fifty percent of Portal's
voting securities, then all outstanding purchase rights will automatically be
exercised immediately prior to the effective date of the acquisition. The
purchase price will be equal to 85% of the market value per share on the
participant's entry date into the offering period in which an acquisition
occurs or, if lower, 85% of the fair market value per share immediately prior
to the acquisition.

  Plan Provisions. The following provisions are also in effect under the plan:

  . The plan will terminate no later than the last business day of May 2009.

  . The board may at any time amend, suspend or discontinue the plan.
    However, certain amendments may require stockholder approval.

                             Employment Contracts,
                      Termination of Employment Agreements
                       and Change in Control Arrangements

  Portal does not currently have any employment agreements or severance
programs in effect for any of the Named Executive Officers. Portal provides
incentives such as salary, cash bonuses and option grants (which typically vest
over a four-year period) to attract and retain qualified executives and other
members of senior management.

  In the event that the employment of Mr. Acosta, Portal's Chief Financial
Officer, Vice President, Finance and Secretary, is terminated by Portal or its
successor for any reason other than for cause, Mr. Acosta will receive one year
of severance pay based on his base salary for that year. In addition, if Mr.
Acosta is terminated, or his role is materially diminished, within 18 months of
a change in control or acquisition of Portal, all of his unvested options will
vest in full.

  In connection with an acquisition of Portal by merger or asset sale, Portal's
repurchase right with respect to the shares of common stock acquired by Mr.
Mosher (pursuant to the exercise of stock options) and Mr. Regan (pursuant to
the exercise of stock options) issued under the 1995 Stock Option/Stock
Issuance Plan will automatically lapse and the shares will vest in full, unless
the repurchase right is assigned to the successor entity. In addition, Mr.
Sommer, Portal's Vice President, Marketing and Business Development, will vest
in the lesser of (i) twenty-five percent of the purchased shares or (ii) fifty
percent of his unvested shares upon a merger or asset sale. In the event that
Mr. Gaynor's employment is terminated for any reason other than cause during
the first twelve months of his employment, 25% of his options will immediately
vest. In addition, the compensation committee as plan administrator of the 1999
Stock Incentive Plan will have the authority to grant options and to structure
repurchase rights under

                                       60
that plan so that the shares subject to those options or repurchase rights will
immediately vest in connection with a change in control of Portal, whether by
merger, asset sale, successful tender offer for more than fifty percent of the
outstanding voting stock or by a change in the majority of the board by reason
of one or more contested elections for board membership, with this vesting to
occur either at the time of this change in control or upon the subsequent
involuntary termination of the individual's service within a designated period,
not to exceed 18 months, following a change in control.

Limitation of Liability and Indemnification

  Portal's certificate of incorporation eliminates to the maximum extent
allowed by the Delaware General Corporation Law, subject to certain exceptions,
directors' personal liability to Portal or its stockholders for monetary
damages for breaches of fiduciary duties. The certificate of incorporation does
not, however, eliminate or limit the personal liability of a director for the
following:

  . any breach of the director's duty of loyalty to Portal or its
    stockholders;

  . acts or omissions not in good faith or which involve intentional
    misconduct or a knowing violation of law;

  . unlawful payments of dividends or unlawful stock repurchases or
    redemptions as provided in Section 174 of the Delaware General
    Corporation Law; or

  . any transaction from which the director derived an improper personal
    benefit.

  Portal's bylaws provide that Portal shall indemnify its directors to the
fullest extent permitted under the Delaware General Corporation Law and may
indemnify its other officers, employees and other agents as set forth in the
Delaware General Corporation Law. In addition, Portal has entered into an
indemnification agreement with each of its directors and officers. The
indemnification agreements contain provisions that require Portal, among other
things, to indemnify its directors and executive officers against certain
liabilities (other than liabilities arising from intentional or knowing and
culpable violations of law) that may arise by reason of their status or service
as directors or executive officers of Portal or other entities to which they
provide service at the request of Portal and to advance expenses they may incur
as a result of any proceeding against them as to which they could be
indemnified. Portal believes that these bylaw provisions and indemnification
agreements are necessary to attract and retain qualified directors and
officers. Portal has obtained an insurance policy covering directors and
officers for claims they may otherwise be required to pay or for which Portal
is required to indemnify them, subject to certain exclusions.

  At present, there is no pending litigation or proceeding involving a
director, officer, employee or agent of Portal where indemnification will be
required or permitted, and Portal is not aware of any threatened litigation or
proceeding which may result in a claim for indemnification.

                                       61
CERTAIN TRANSACTIONS
Options to Purchase Common Stock

  The following table summarizes the option grants made to Portal's executive
officers, directors and 5% stockholders since July 1, 1996.
Number of Securities Exercise
                                           Underlying Options   Price   Date of
                     Name                     Granted (#)       ($/Sh)   Grant
                     ----                 -------------------- -------- --------
Jack L. Acosta......................      1,080,000         $2.67  12/23/98
     Steven R. Sommer....................      1,079,796         $0.02  07/28/97
                      ...................        120,000        $10.00  04/01/99
     Kevin P. Mosher.....................        675,000         $0.02  03/12/97
                      ...................        450,000        $10.00  04/01/99
     Annette D. Surtees..................         75,000         $1.33  08/10/98
                      ...................         45,000         $1.33  08/10/98
                      ...................         60,000         $4.00  01/27/99
     Michael E. Regan....................        750,000        $10.00  02/22/99
     Mitchell L. Gaynor..................        150,000        $14.00  05/05/99
     Edward J. Zander....................        150,000         $0.02  08/15/97
                     ....................         83,334         $0.02  01/20/98
     David C. Peterschmidt...............        150,000         $0.33  04/17/98
     Richard C. Spalding.................      1,508,436         $0.02  02/07/97
     Dong Joo (Karen) Ha.................        600,000         $0.02  05/15/97
                        .................        300,000         $0.67  05/22/98
Sales of Preferred Stock

  In March 1996, Portal sold an aggregate of 13,544,895 shares of Series A
Preferred Stock at a price of $0.17 per share (after giving effect to a 5-for-1
stock split effected by Portal in June 1996) to entities affiliated with Accel
Partners. In January 1997, upon the exercise of Series A Preferred Stock
Warrants, Portal issued 3,075,000 shares of Series A Preferred Stock for an
aggregate consideration of $512,500 to entities affiliated with Accel Partners.
In January, May and August 1998, Portal sold an aggregate of 10,235,997 shares
of Series B Preferred Stock at a price of $1.50 per share. The following table
summarizes the shares of preferred stock purchased by Portal's executive
officers, directors and 5% percent stockholders and persons associated with
them since March 1996. The number of total shares on an as-converted basis
reflects a one-to-one conversion to common stock ratio for each share of Series
A and Series B Preferred Stock and a three-for-one stock split effected in
April 1999.
Total Shares
                                Series A  Series B   on an As-       Total
                                Preferred Preferred  Converted     Aggregate
Investor                          Stock     Stock      Basis     Consideration
--------                        --------- --------- ------------ -------------
Entities affiliated with Accel
 Partners(/1/)................. 5,539,965 1,000,000  19,619,895   $7,269,982
David C. Peterschmidt..........       --     22,222      66,666   $   99,999
Edward J. Zander...............       --     22,222      66,666   $   99,999
William T. Coleman III.........       --     22,222      66,666   $   99,999
--------
(1) Represents shares held by Accel Internet/Strategic Technology Fund LP,
    Accel Investors '96 LP, Accel Keiretsu V LP, Accel V LP and Ellmore C.
    Patterson Partners. Mr. Arthur C. Patterson, a director of Portal, is a
    general partner of Accel Partners.

                                       62
Holders of shares of common stock issued upon conversion of preferred stock
are entitled to certain registration rights with respect to the common stock
issued upon conversion thereof. See "Description of Capital Stock--Registration
Rights".

Other Related Party Transactions

  Portal has entered into an Indemnification Agreement with each of its
executive officers and directors containing provisions that may require it,
among other things, to indemnify its officers and directors against certain
liabilities that may arise by reason of their status or service as officers or
directors, other than liabilities arising from willful misconduct of a culpable
nature, and to advance expenses incurred as a result of any proceeding against
them as to which they could be indemnified. See "Management--Limitation on
Liability and Indemnification".

  Portal believes that all of the transactions set forth above were made on
terms no less favorable to Portal than could have been otherwise obtained from
unaffiliated third parties. All future transactions, including loans, if any,
between Portal and its officers, directors and principal stockholders and their
affiliates and any transactions between Portal and any entity with which its
officers, directors or 5% stockholders are affiliated will be approved by a
majority of the board of directors, including a majority of the independent and
disinterested outside directors of the board of directors and will be on terms
no less favorable to Portal than could be obtained from unaffiliated third
parties.

                                       63
PRINCIPAL AND SELLING STOCKHOLDERS

  The following table sets forth information known to Portal with respect to
the beneficial ownership of its common stock as of July 31, 1999 by:

  . each stockholder known by Portal to own beneficially more than 5% of its
    common stock;

  . each director of Portal;

  . each of the Named Executive Officers; and

  . all current directors and executive officers of Portal as a group; and

  . each selling stockholder

Unless otherwise indicated, each of the stockholders has sole voting and
investment power with respect to the shares beneficially owned, subject to
community property laws, where applicable. As of July 31, 1999, there were
75,440,381 shares of common stock outstanding. Except as otherwise noted, the
address of each person listed on the table is c/o Portal Software, Inc., 20883
Stevens Creek Boulevard, Cupertino, California 95014. The number of shares
outstanding after the offering assumes no exercise of the underwriters' over-
allotment option. Beneficial ownership is determined in accordance with the
rules of the Securities and Exchange Commission and generally includes voting
or investment power with respect to securities. Shares of common stock subject
to options currently exercisable or exercisable within sixty days of July 31,
1999 are deemed to be outstanding and to be beneficially owned by the person
holding these options for the purpose of computing the number of shares
beneficially owned and the percentage of this person or entity holding these
securities, but are not outstanding for the purpose of computing the percentage
ownership of any other person or entity.
Number of Shares
                                   Number of Shares             Beneficially
                                  Beneficially Owned                Owned
                                     Prior to this                After the
                                       Offering        Shares     Offering
 Name and Address of Beneficial  --------------------- to be  -----------------
              Owner                Number   Percentage  Sold  Number Percentage
 ------------------------------  ---------- ---------- ------ ------ ----------
Entities affiliated with Accel
 Partners(/1/)
 428 University Avenue
 Palo Alto, CA 94301............ 21,138,756    28.3%
John E. Little.................. 18,983,580    25.4
David S. Labuda(/2/)............  6,499,356     8.7
Steven R. Sommer(/3/)...........  1,079,796     1.4
Kevin P. Mosher(/4/)............    675,000       *
Arthur C. Patterson(/1/)........ 21,138,756    28.3
Edward J. Zander(/5/)...........    300,000       *
David C. Peterschmidt(/6/)......    214,666       *
William T. Coleman III(/7/).....    216,666       *
Richard C. Spalding(/8/)........    801,356     1.1
Dong Joo (Karen) Ha(/9/)........    312,501       *
All current directors and
 executive officers as a group
 (twelve persons)(/10/)......... 50,307,820    66.3%
--------
  * Less than 1%.
 (1) Represents 2,282,982 shares held by Accel Internet/Strategic Technology
     Fund LP, 1,014,666 shares held by Accel Investors '96 LP, 338,223 shares
     held by Accel Keiretsu V LP, 17,037,831 shares held by Accel V LP, and
     465,054 shares held by Ellmore C. Patterson Partners (collectively the
     "Accel Partnerships"). Mr. Patterson is a managing member of Accel
     Partners, the General Partner of each of the Accel Partnerships, and a
     director of Portal. However, Mr. Patterson disclaims beneficial ownership
     of all these shares, except to the extent of his pecuniary interest in the
     Accel Partnerships.
                                       64
(2) Includes 4,632,870 shares held in trust by Mr. Labuda as trustee of the
     David S. Labuda Separate Property Trust U/D/T dated December 30, 1998.
     Also includes 1,496,100 shares held in trust by Mr. Labuda and Cindy A.
     Labuda, Mr. Labuda's wife, as trustees of the Labuda Community Trust U/D/T
     dated December 30, 1998. Also includes 220,386 shares of common stock held
     by Cindy A. Labuda, trustee of the Cindy A. Labuda Separate Property Trust
     U/D/T dated December 30, 1998 and 150,000 shares held in the name of the
     Kira Anne Labuda Trust dated 12/31/97. Mr. Labuda disclaims beneficial
     ownership of all of these 370,386 shares.
 (3) Includes 75,000 shares held in trust for Allison Sommer, 75,000 shares
     held in trust for Julia Sommer and 75,000 shares held in trust for Rachel
     Sommer. Mr. Sommer disclaims beneficial ownership of all of these
     225,000 shares. Includes 539,892 shares of common stock subject to
     Portal's right of repurchase. This repurchase right lapses with respect to
     22,497 shares per month.
 (4) Includes 278,042 shares of common stock subject to Portal's right of
     repurchase. This repurchase right lapses with respect to 14,064 shares per
     month.
 (5) Includes 121,539 shares of common stock subject to Portal's right of
     repurchase. This repurchase right lapses with respect to 4,860 shares per
     month.
 (6) Includes 99,996 shares of common stock which are subject to Portal's right
     of repurchase. Such repurchase right lapses as to 37,500 shares on April
     16, 1999 and as to 3,126 shares per month from April 17, 1999 through
     April 16, 2002.
 (7) Includes 99,996 shares of common stock which are subject to Portal's right
     of repurchase as to 3,126 shares per month through April 16, 2002.
 (8) Includes 240,000 shares held by Francis A. Martin, III, trustee, for the
     benefit of Charles T. Spalding, 240,000 shares held by Francis A. Martin,
     III, trustee, for the benefit of Patrick M. Spalding and 240,000 shares
     held by Francis A. Martin, III, trustee, for the benefit of Consuelo Tobin
     and Martin Spalding. Mr. Spalding disclaims beneficial ownership of these
     720,000 shares.
 (9) Includes 152,502 shares held by Young Soo Ha and Dong Joo (Karen) Ha,
     trustees of the Ha Family 1997 Trust, dated December 22, 1997. Also
     includes 60,000 shares held by Linda Chang, trustee of the Perry Joo-Hyup
     Ha 1997 Trust, dated December 22, 1997.
(10) Includes 1,200,000 shares of common stock issuable upon exercise of
     immediately exercisable options, and 1,242,657 shares of common stock
     subject to Portal's right of repurchase. This repurchase right lapses with
     respect to 41,421 shares per month.

                                       65
DESCRIPTION OF CAPITAL STOCK

  The authorized capital stock of Portal consists of 250,000,000 shares of
common stock, $0.001 par value, and 5,000,000 shares of preferred stock, $0.001
par value. Immediately following the completion of this offering, and assuming
no exercise of the underwriters' over-allotment option, an aggregate of
77,440,381 shares of common stock will be issued and outstanding, and no shares
of preferred stock will be issued and outstanding.

  The following description of Portal's capital stock is subject to and
qualified by Portal's certificate of incorporation and bylaws and by the
provisions of the applicable Delaware law.

                                  Common Stock

  The holders of common stock are entitled to one vote per share on all matters
to be voted upon by the stockholders. Subject to preferences that may be
applicable to any preferred stock that may come into existence, the holders of
common stock are entitled to receive ratably those dividends, if any, as may be
declared from time to time by the board of directors out of funds legally
available for dividends. See "Dividend Policy". In the event of liquidation,
dissolution or winding up of Portal, the holders of common stock are entitled
to share ratably in all assets remaining after payment of liabilities, subject
to prior distribution rights of preferred stock, if any, then outstanding. The
common stock has no preemptive or conversion rights or other subscription
rights. There are no redemption or sinking fund provisions applicable to the
common stock. All outstanding shares of common stock are fully paid and
nonassessable, and the shares of common stock to be outstanding upon completion
of this offering will be fully paid and nonassessable.

                                Preferred Stock

  Portal's board of directors is authorized to issue from time to time, without
stockholder authorization, in one or more designated series, any or all of the
authorized but unissued shares of preferred stock of Portal with any dividend,
redemption, conversion and exchange provisions as may be provided in the
particular series. Any series of preferred stock may possess voting, dividend,
liquidation and redemption rights superior to that of the common stock. The
rights of the holders of common stock will be subject to, and may be adversely
affected by, the rights of the holders of any preferred stock that may be
issued in the future. Issuance of a new series of preferred stock, while
providing desirable flexibility in connection with possible acquisitions and
other corporate purposes, could have the effect of entrenching Portal's board
of directors and making it more difficult for a third party to acquire, or
discourage a third party from acquiring, a majority of the outstanding voting
stock of Portal. Portal has no present plans to issue any shares of or
designate any series of preferred stock.

                                    Warrants

  At July 31, 1999, there were warrants outstanding to purchase a total of
230,097 shares of common stock warrants at $1.50 per share. These warrants will
expire in September 2003.

                               Private Placement

  In April 1999, Portal entered into strategic alliances and stock purchase
agreements with both Andersen Consulting and Cisco. Concurrent with its initial
public offering, Portal sold 3,000,000 shares of common stock to Cisco and
380,184 shares of common stock to Andersen Consulting. The stock purchase
agreements further provide the following:

  Transfer Restrictions. Andersen Consulting and Cisco have agreed not to sell,
transfer, encumber or otherwise dispose of any of the common stock acquired in
the private placement concurrent with our initial public offering in a public
or private sale for a period of one year following the closing of the

                                       66
concurrent placement, except that Andersen Consulting has certain registration
rights in connection with any subsequent registration by Portal of its
securities prior to May 2001 of the closing of the concurrent placement.

  In addition, Andersen Consulting has agreed that it will:

  .  notify Portal of and jointly announce any sale of Portal common stock;
     and

  .  vote all shares of common stock owned by it on the sale of all or
     substantially all of the assets of Portal or a merger in which Portal is
     not the surviving entity and take action with respect to a third-party
     tender offer, other than a hostile tender offer, in accordance with the
     direction of Portal's chief executive offer.

Cisco has agreed that it will:

  .  notify Portal of any sale of Portal common stock; and

  .  at any time after it owns in excess of 9.5% of Portal's outstanding
     common stock and Portal's board of directors approves a sale of
     substantially all of Portal's assets or a merger in which Portal is not
     the surviving entity, vote its shares of Portal common stock in the same
     proportion as the other stockholders of Portal.

  Control Provisions. In the event that Portal enters into negotiation with
certain third parties regarding a potential merger, acquisition or other
business combination, Portal must notify Cisco of its intent to enter into such
transaction, no later than seven days prior to executing a definitive
agreement. Cisco has seven days from the date of Portal's notification to
prepare its own offer for consideration by Portal and its board of directors.
This right of notification terminates if:

  .  Cisco sells or transfers more than 25% of the common stock acquired in
     the concurrent placement; or

  .  Cisco announces or otherwise indicates its intention to acquire a
     controlling interest in Portal.

  Registration Rights. Andersen Consulting and Cisco have the following rights
with respect to the registration of their shares of common stock under the
Securities Act. During the period between May 10, 2000 and May 10, 2001, Cisco
may require Portal to register all but not less than all of its shares of
common stock on Form S-3 under the Securities Act, provided that such form is
available to Portal. Through May 10, 2001, if Portal proposes to register any
of its securities under the Securities Act either for its own account or the
account of other securityholders, Andersen Consulting is entitled to receive
notice of the registration and in general to include its shares of common stock
in the registration statement. Portal has agreed to pay all expenses related to
such registrations, except for underwriting discounts and commissions.

                              Registration Rights

  Under the Amended and Restated Investor Rights Agreement dated as of
January 29, 1998, as amended on March 3, 1998 and April 17, 1998, among Portal
and certain holders of its securities, the holders of approximately 30,171,948
shares of common stock, or Registrable Securities, are entitled to certain
rights with respect to the registration of the Registrable Securities under the
Securities Act. Under the Investor Rights Agreement, if Portal proposes to
register any of its securities under the Securities Act, either for its own
account or the account of other stockholders, the holders of Registrable
Securities are entitled to notice of such registration and are entitled to
include their Registrable Securities in the registration. In addition, if at
any time beginning three months after the date of the prospectus for its
initial public offering, Portal receives a request from certain holders of at
least 20% of the Registrable Securities, Portal is obligated to cause these
shares to be registered under the Securities Act, provided that the offering
size would exceed $10,000,000. Certain holders of Registrable Securities have
the right to cause three demand registrations. Further, holders of Registrable
Securities may require Portal to

                                       67
register all or a portion of their Registrable Securities on Form S-2 or Form
S-3 under the Securities Act, provided that the offering size would exceed
$1,000,000, when these forms become available for use by Portal, and subject to
certain other conditions and limitations. The holders' rights with respect to
all these registrations are subject to certain conditions, including the right
of the underwriters of any of these offerings to limit the number of shares
included in any of these registrations. Portal has agreed to pay all expenses
related to certain of these registrations, except for underwriting discounts
and commissions, to effect the registration and sale of the Registrable
Securities.

Antitakeover Effects of Provisions of the Certificate of Incorporation, Bylaws,
Delaware Law and Certain Provisions of a Strategic Partner Agreement

  Portal's certificate of incorporation authorizes the board to establish one
or more series of undesignated preferred stock, the terms of which can be
determined by the board at the time of issuance. See "--Preferred Stock". The
certificate of incorporation also provides that all stockholder action must be
effected at a duly called meeting of stockholders and not by a consent in
writing. In addition, the certificate of incorporation and bylaws do not permit
stockholders of Portal to call a special meeting of stockholders. Only Portal's
Chief Executive Officer, President, Chairman of the Board or a majority of the
board are permitted to call a special meeting of stockholders. The certificate
of incorporation also provides that the board is divided into three classes,
with each director assigned to a class with a term of three years, and that the
number of directors may only be determined by the board of directors. The
bylaws also require that stockholders give advance notice to Portal's Secretary
of any nominations for director or other business to be brought by stockholders
at any stockholders' meeting, and that the Chairman has the authority to
adjourn any such meeting. The bylaws also require a supermajority vote of
stockholders or a majority vote of the board of directors to amend the bylaws.
These provisions of the restated certificate of incorporation and the bylaws
could discourage potential acquisition proposals and could delay or prevent a
change in control of Portal. These provisions also may have the effect of
preventing changes in the management of Portal. See "Risk Factors--Our officers
and directors will be able to exert significant control on Portal" and "--We
are subject to anti-takeover provisions that could delay or prevent an
acquisition of our company".

  Portal is subject to Section 203 of the Delaware General Corporation Law,
which, subject to certain exceptions, prohibits a Delaware corporation from
engaging in any business combination with any interested stockholder for a
period of three years following the date that the stockholder became an
interested stockholder, unless:

    (i) prior to that date, the board of directors of the corporation
  approved either the business combination or the transaction that resulted
  in the stockholder becoming an interested stockholder;

    (ii) upon consummation of the transaction that resulted in the
  stockholder becoming an interested stockholder, the interested stockholder
  owned at least 85% of the voting stock of the corporation outstanding at
  the time the transaction commenced, excluding for purposes of determining
  the number of shares outstanding those shares owned:

      (x) by persons who are directors and also officers; and

      (y) by employee stock plans in which employee participants do not
    have the right to determine confidentially whether shares held subject
    to the plan will be tendered in a tender or exchange offer; or

    (iii) on or subsequent to that date, the business combination is approved
  by the board of directors and authorized at an annual or special meeting of
  stockholders, and not by written consent, by the affirmative vote of at
  least 66 2/3% of the outstanding voting stock that is not owned by the
  interested stockholder.

                                       68
Section 203 defines "business combination" to include the following:

  . any merger or consolidation involving the corporation and the interested
    stockholder;

  . any sale, transfer, pledge or other disposition of 10% or more of the
    assets of the corporation involving the interested stockholder;

  . subject to certain exceptions, any transaction that results in the
    issuance or transfer by the corporation of any stock of the corporation
    to the interested stockholder;

  . any transaction involving the corporation that has the effect of
    increasing the proportionate share of the stock of any class or series of
    the corporation beneficially owned by the interested stockholder; or

  . the receipt by the interested stockholder of the benefit of any loans,
    advances, guarantees, pledges or other financial benefits provided by or
    through the corporation.

  In general, Section 203 defines an interested stockholder as any entity or
person beneficially owning 15% or more of the outstanding voting stock of the
corporation and any entity or person affiliated with or controlling or
controlled by any of these entities or persons.

  If Portal enters into negotiation with certain third parties regarding a
potential merger, acquisition or other business combination, Portal must notify
Cisco of its intent to enter into such transaction no later than seven days
prior to executing a definitive agreement. Cisco has seven days from the date
of Portal's notification to prepare its own offer for consideration by Portal
and its board of directors. This right of notification terminates if:

  . Cisco sells or transfers more than 25% of the common stock acquired in
    the concurrent placement; or

  . Cisco announces or otherwise indicates its intention to acquire a
    controlling interest in Portal.

                          Transfer Agent and Registrar

  The Transfer Agent and Registrar for the common stock is EquiServe.

                                       69
SHARES ELIGIBLE FOR FUTURE SALE

  Future sales of substantial amounts of common stock, including shares issued
upon exercise of outstanding options or warrants, in the public market could
adversely affect prevailing market prices from time to time. Furthermore, since
only a limited number of shares will be available for sale shortly after this
offering because of certain contractual and legal restrictions on resale, as
described below, sales of a substantial amount of common stock in the public
market after the restrictions lapse could adversely affect the prevailing
market price and the ability of Portal to raise equity capital in the future.

  Upon completion of this offering, Portal will have 77,440,381 shares of
common stock outstanding, assuming no exercise of the underwriters' over-
allotment option and no exercise of options and warrants after July 31, 1999.
Of these shares, the 5,000,000 shares sold in this offering and the 4,000,000
sold in connection with Portal's initial public offering will be freely
tradable without restriction or further registration under the Securities Act,
except that any shares purchased by "affiliates" of Portal, as that term is
defined in Rule 144 under the Securities Act, may generally only be sold
pursuant to an effective registration statement under the Securities Act or in
compliance with the limitations of Rule 144 as described below.

  The remaining 68,440,381 shares of common stock are "Restricted Securities"
as that term is defined in Rule 144. Of these shares, approximately 29,169,064
shares will be available for sale in the public market following the expiration
of the ninety (90) day lock-up agreement described below, approximately
38,138,176 shares, which are currently subject to lockup agreements in
connection with Portal's initial public offering, will be available for sale in
the public market on November 2, 1999 (   of which are eligible for resale
under Rule 144(k) and    of which are eligible for resale under Rule 144
subject to volume limitations as described below including 18,138,756 shares
held by entities affiliated with Accel Partners). If Accel Partners distributes
any of its shares to its limited partners, any shares distributed will not be
subject to the volume limitations under Rule 144 and may be sold under Rule
144(k). In addition, 3,380,184 shares will be available for sale to the public
following the expiration of the one-year lockup period under the stock purchase
agreements entered into in connection with the private placement entered into
in connection with Portal's initial public offering, subject in each case to
restrictions on these sales. In addition, the holders of warrants for 230,097
shares of common stock can exercise these warrants at any time, but these
shares cannot be sold until November 2, 1999. Beginning six months after the
date of the initial public offering prospectus the holders of 33,552,132
restricted shares and the holders of warrants for 230,097 shares of common
stock are entitled to certain rights with respect to registration of these
shares for sale in the public market. If these holders sell in the public
market these sales could have a material adverse effect on the market price of
the common stock.

  In connection with this offering, all of the officers and directors and
certain stockholders and optionholders of Portal have entered into lock-up
agreements generally providing that they will not offer, pledge, sell, offer to
sell, contract to sell, sell any option or contract to purchase, purchase any
option to sell, grant any option, right or warrant to purchase, or otherwise
transfer or dispose of, directly or indirectly, any of the shares of common
stock or any securities convertible into, or exercisable or exchangeable for,
common stock owned by them, or enter into any swap or other arrangement that
transfers to another, in whole or in part, any of the economic consequences of
ownership of the common stock, for a period of 90 days after the effective date
of this offering, without the prior written consent of Goldman, Sachs & Co.
subject to certain limited exceptions. Goldman, Sachs & Co. may, in its sole
discretion and at any time without notice, release all or any portion of the
securities subject to lock-up agreements. Goldman, Sachs & Co. currently has no
plans to

                                       70
release any portion of the securities subject to lock-up agreements. When
determining whether to release shares from the lock-up agreements, Goldman,
Sachs & Co. will consider, among other factors, the stockholder's reasons for
requesting the release, the number of shares for which the release is being
requested and market conditions at the time. Following the expiration of the
90-day lock-up period, approximately 29,169,064 shares of common stock will be
available for sale in the public market subject to compliance with Rule 144 or
Rule 701.

  In general, under Rule 144 as currently in effect, an affiliate of Portal or
a person (or persons whose shares are aggregated) who has beneficially owned
Restricted Shares for at least one year, including the holding period of any
prior owner other than a person who may be deemed an affiliate of Portal, is
entitled to sell within any three-month period a number of shares of common
stock that does not exceed the greater of 1% of the then-outstanding shares of
common stock (approximately 774,404 shares after giving effect to this
offering) and the average weekly trading volume of the common stock on The
Nasdaq National Market during the four calendar weeks preceding the filing of a
Form 144 notice with respect to this sale. Sales under Rule 144 of the
Securities Act are subject to certain restrictions relating to manner of sale,
notice and the availability of current public information about Portal. Under
Rule 144(k), a person who is not an affiliate of Portal at any time during the
ninety days preceding a sale, and who has beneficially owned shares for at
least two years including the holding period of any prior owner other than a
person who may be deemed an affiliate of Portal, would be entitled to sell
those shares immediately following this offering without regard to the volume
limitations, manner of sale provisions or notice or other requirements of Rule
144 of the Securities Act. However, the transfer agent may require an opinion
of counsel that a proposed sale of shares comes within the terms of Rule 144 of
the Securities Act prior to effecting a transfer of these shares.

                                 LEGAL MATTERS

  The validity of the common stock offered will be passed upon for Portal by
Brobeck, Phleger & Harrison LLP, Palo Alto, California. Members of the firm
Brobeck, Phleger & Harrison LLP beneficially own an aggregate of 12,683 shares
of Portal's common stock. Certain legal matters in connection with the offering
will be passed upon for the underwriters by Shearman & Sterling, Menlo Park,
California.

                                    EXPERTS

  Ernst & Young LLP, independent auditors, have audited Portal's consolidated
financial statements at January 31, 1998 and 1999 and for each of the three
years in the period ended January 31, 1999, as set forth in their report, which
is included in this prospectus. Portal's consolidated financial statements are
included in this prospectus in reliance on Ernst & Young LLP's report, given on
their authority as experts in accounting and auditing.

                                       71
ADDITIONAL INFORMATION

  We have filed with the SEC, Washington, D.C. 20549, under the Securities Act,
as amended, a registration statement on Form S-1 relating to the common stock
offered in this prospectus. This prospectus does not contain all of the
information set forth in the registration statement and its exhibits and
schedules. For further information with respect to Portal and the shares Portal
is offering pursuant to this prospectus you should refer to the registration
statement, including its exhibits and schedules. Statements contained in this
prospectus as to the contents of any contract, agreement or other document
referred to are not necessarily complete, and you should refer to the copy of
that contract or other document filed as an exhibit to the registration
statement or any other document. You may inspect a copy of the registration
statement without charge at the Public Reference Section of the SEC at
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 or at the SEC's
regional offices at 5670 Wilshire Boulevard, 11th Floor, Los Angeles,
California 90036. The SEC maintains an Internet site that contains reports,
proxy information statements and other information regarding registrants that
file electronically with the SEC. The SEC's world wide Web address is
www.sec.gov.

  We are subject to the informational requirements of the Exchange Act and,
files reports, proxy statements and other information with the SEC. These
reports, proxy statements and other information filed by us can be inspected
and copied at the public reference facilities maintained by the SEC at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549 or at the SEC's regional
offices located at 5670 Wilshire Boulevard, 11th Floor, Los Angeles, California
90036. Copies of this material can also be obtained from the Public Reference
Section of the SEC at Room 1024, 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. The Commission also makes electronic filings
publicly available on the Internet within 24 hours of acceptance. Our common
stock is quoted on the Nasdaq National Market. Reports, proxy and information
statements and other information concerning Portal may be inspected at the
National Association of Securities Dealers, Inc. at 1735 K Street, N.W.,
Washington, D.C. 20006.

  Portal intends to furnish holders of its common stock with annual reports
containing, among other information, audited consolidated financial statements
certified by an independent public accounting firm and quarterly reports
containing unaudited condensed financial information for the first three
quarters of each fiscal year. Portal intends to furnish these other reports as
it may determine or as may be required by law.

                                       72
PORTAL SOFTWARE, INC.

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Ernst & Young LLP, Independent Auditors.......................... F-2

Consolidated Balance Sheets................................................ F-3

Consolidated Statements of Operations...................................... F-4

Consolidated Statements of Stockholders' Equity (Net Capital Deficiency)... F-5

Consolidated Statements of Cash Flows...................................... F-6

Notes to Consolidated Financial Statements................................. F-7
F-1
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, 1998 and 1999, and the related consolidated
statements of operations, stockholders' equity (net capital deficiency), and
cash flows for the three years in the period ended January 31, 1999. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

  We conducted our audits in accordance with generally accepted auditing
standards. 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, 1998 and 1999 and the consolidated results of its
operations and its cash flows for the three years in the period ended January
31, 1999 in conformity with generally accepted accounting principles.

                                                  Ernst & Young LLP

Palo Alto, California
February 24, 1999
Except for the first and second paragraphs of Note 6,
 as to which the date is April 29, 1999

                                      F-2
PORTAL SOFTWARE, INC.

                          CONSOLIDATED BALANCE SHEETS
                                 (in thousands)
January 31,
                                                ------------------   July 31,
                                                  1998      1999       1999
                                                --------  --------  -----------
                                                                    (unaudited)
Assets
Current assets:
 Cash and cash equivalents..................... $ 14,646  $ 11,809   $ 71,044
 Short-term investments........................      --        --      37,609
 Accounts receivable, net of allowance for
  doubtful accounts of $50 and $940 at January
  31, 1998 and 1999 and $988 at July 31, 1999..    5,697    14,474     12,705
 Restricted short-term investments.............      --        --         750
 Other current assets..........................      100     1,440      5,016
                                                --------  --------   --------
  Total current assets.........................   20,443    27,723    127,124
Property and equipment, net....................    2,537     4,417      7,053
Restricted long-term investments...............      --        --       2,259
Other assets...................................      145       204      3,462
                                                --------  --------   --------
                                                $ 23,125  $ 32,344   $139,898
                                                ========  ========   ========
Liabilities and Stockholders' Equity (Net
 Capital Deficiency)
Current liabilities:
 Accounts payable.............................. $  1,542  $  2,567   $  4,377
 Accrued compensation..........................      903     1,147      4,997
 Other accrued liabilities.....................    1,076     5,214      5,120
 Current portion of long-term debt.............    1,500     4,122        --
 Current portion of capital lease obligations..      --        479        479
 Deferred revenue..............................    8,841    23,344     27,304
                                                --------  --------   --------
  Total current liabilities....................   13,862    36,873     42,277
Long-term debt.................................    1,500       --         --
Long-term portion of capital lease
 obligations...................................      --      2,022      2,119
Commitments
Stockholders' equity (net capital deficiency):
 Convertible preferred stock, no par value,
  issuable in series: 28,311 and 28,652 shares
  issued and outstanding at January 31, 1998
  and 1999; 5,000 shares authorized at July 31,
  1999, $0.001 par value, none issued at July
  31, 1999; aggregate liquidation preference of
  $18,423 at January 31, 1999..................   18,117    18,482        --
 Common stock, no par value, 35,000 shares
  authorized at January 31, 1998 and 1999
  (250,000 shares, $0.001 par value per share
  at July 31, 1999); 39,184, 42,594 and 79,323
  shares issued and 38,172, 39,183 and 75,440
  shares outstanding at January 31, 1998, 1999
  and July 31, 1999............................      177       927         75
 Additional paid-in capital....................      --     16,753    139,546
 Net unrealized loss on investments and other..      --        --         (66)
 Notes receivable from stockholders............      --       (318)      (359)
 Deferred stock compensation...................      --    (14,456)    (9,445)
 Accumulated deficit...........................  (10,531)  (27,939)   (34,249)
                                                --------  --------   --------
  Stockholders' equity (net capital
   deficiency).................................    7,763    (6,551)    95,502
                                                --------  --------   --------
                                                $ 23,125  $ 32,344   $139,898
                                                ========  ========   ========
See accompanying notes.

                                      F-3
PORTAL SOFTWARE, INC.

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                    (in thousands, except per share amounts)
Six Months
                                                                   Ended
                                   Year Ended January 31,        July 31,
                                  --------------------------  ----------------
                                   1997     1998      1999     1998     1999
                                  -------  -------  --------  -------  -------
                                                                (unaudited)
Revenues:
 License fees...................  $ 3,944  $ 6,892  $ 13,536  $ 4,061  $21,715
 Services.......................    1,101    2,524    13,133    4,292   14,260
                                  -------  -------  --------  -------  -------
  Total revenues................    5,045    9,416    26,669    8,353   35,975
                                  -------  -------  --------  -------  -------
Costs and expenses:
 Cost of license fees...........       62      970       458      146      506
 Cost of services...............      518    2,152     9,425    2,874    8,990
 Research and development.......    2,527    5,628    11,252    4,667   10,456
 Sales and marketing............    2,371    5,436    14,112    5,141   16,157
 General and administrative.....    1,821    2,616     6,253    1,987    5,154
 Amortization of deferred stock
  compensation..................      --       --      2,297      330    5,011
                                  -------  -------  --------  -------  -------
  Total costs and expenses......    7,299   16,802    43,797   15,145   46,274
                                  -------  -------  --------  -------  -------
Loss from operations............   (2,254)  (7,386)  (17,128)  (6,792) (10,299)
Interest and other income, net..       20       39       540      336    1,284
Gain on sale of investment......      --       --        311      --       --
One-time gain upon expiration of
 unexercised put option on
 common stock...................      --       --        --       --     3,810
Interest expense................      (40)    (240)     (416)    (185)    (289)
                                  -------  -------  --------  -------  -------
Loss before income taxes........   (2,274)  (7,587)  (16,693)  (6,641)  (5,494)
Provision for income taxes......      --       --       (715)     (15)    (816)
                                  -------  -------  --------  -------  -------
Net loss........................  $(2,274) $(7,587) $(17,408) $(6,656) $(6,310)
                                  =======  =======  ========  =======  =======
Basic and diluted net loss per
 share..........................  $ (0.18) $ (0.37) $  (0.59) $ (0.24) $ (0.13)
                                  =======  =======  ========  =======  =======
Shares used in computing basic
 and diluted net loss per
 share..........................   12,432   20,786    29,531   27,234   50,244
                                  =======  =======  ========  =======  =======
Pro forma basic and diluted net
 loss per share (unaudited).....                    $  (0.30) $ (0.12) $ (0.10)
                                                    ========  =======  =======
Shares used in computing pro
 forma basic and diluted net
 loss per share (unaudited).....                      58,084   55,687   66,244
                                                    ========  =======  =======
See accompanying notes.

                                      F-4
PORTAL SOFTWARE, INC.

   CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (NET CAPITAL DEFICIENCY)
                     (in thousands, except share amounts)
Net
                       Convertible                                     Unrealized     Notes
                     Preferred Stock       Common Stock     Additional   Loss on    Receivable    Deferred
                  ---------------------  ------------------  Paid-In   Investments     From        Stock     Accumulated
                     Shares     Amount     Shares    Amount  Capital    and Other  Stockholders Compensation   Deficit
                  ------------ --------  ----------  ------ ---------- ----------- ------------ ------------ -----------
Balances at
January 31,
1996............           --  $    --   26,322,105   $ 19   $    --      $ --        $ --        $   --        $ (670)
Issuance of
Series A
preferred stock
for cash and
note
receivable......    11,520,000    1,920         --     --         --        --          (20)          --           --
Conversion of
convertible
promissory notes
and accrued
interest into
Series A
preferred
stock...........     3,616,590      603         --     --         --        --          --            --           --
Issuance of
Series A
preferred stock
upon exercise of
warrants........     3,075,000      512         --     --         --        --          --            --           --
Issuance of
common stock
upon exercise of
stock options...           --       --      226,500      4        --        --          --            --           --
Issuance of
common stock for
cash, net of
repurchases.....           --       --    1,616,511     17        --        --          --            --           --
Issuance of
common stock
upon exercise of
warrants........           --       --    1,500,000      1        --        --          --            --           --
Net loss........           --       --          --     --         --        --          --            --        (2,274)
                  ------------ --------  ----------   ----   --------     -----       -----       -------     --------
Balances at
January 31,
1997............    18,211,590    3,035  29,665,116     41        --        --          (20)          --        (2,944)
Payment received
on notes
receivable......           --       --          --     --         --        --           20           --           --
Issuance of
Series A
preferred stock
upon exercise of
warrants........       100,050       17         --     --         --        --          --            --           --
Issuance of
Series B
preferred stock
net of issuance
costs of $39....     9,999,999   14,961         --     --         --        --          --            --           --
Issuance of
common stock
upon exercise of
options, net of
repurchases.....           --       --    8,297,670    136        --        --          --            --           --
Issuance of
Series B
preferred stock
warrants in
connection with
long-term debt..           --       104         --     --         --        --          --            --           --
Net loss........           --       --          --     --         --        --          --            --        (7,587)
                  ------------ --------  ----------   ----   --------     -----       -----       -------     --------
Balances at
January 31,
1998............    28,311,639   18,117  37,962,786    177        --        --          --            --       (10,531)
Issuance of
Series A
preferred stock
upon exercise of
warrants........       104,550       17         --     --         --        --          --            --           --
Issuance of
Series B
preferred
stock...........       235,998      348         --     --         --        --          --            --           --
Issuance of
common stock
upon exercise of
stock options,
net of
repurchases.....           --       --    1,201,896    749        --        --         (318)          --           --
Issuance of
common stock
upon exercise of
warrants........           --       --       18,861      1        --        --          --            --           --
Deferred stock
compensation....           --       --          --     --      16,753       --          --        (16,753)         --
Amortization of
deferred stock
compensation....           --       --          --     --         --        --          --          2,297          --
Net loss........           --       --          --     --         --        --          --            --       (17,408)
                  ------------ --------  ----------   ----   --------     -----       -----       -------     --------
Balances at
January 31,
1999............    28,652,187   18,482  39,183,543    927     16,753       --         (318)      (14,456)     (27,939)
Issuance of
Series A
preferred stock
upon exercise of
warrants
(unaudited).....       341,100       58         --     --         --        --          --            --           --
Conversion of
preferred stock
to common stock
upon completion
of initial
public offering
(unaudited).....  (28,993,287)  (18,540) 28,993,287     29     18,511       --          --            --           --
Issuance of
common stock
upon initial
public offering
and private
placement
(unaudited).....           --       --    7,980,599      8    102,360       --          --            --           --
Reincorporation
to Delaware
(unaudited).....           --       --          --    (888)       888       --          --            --           --
Issuance of
common stock
upon exercise of
stock options,
net of
repurchases
(unaudited).....           --       --     (802,506)    (1)       916       --          (41)          --           --
Issuance of
common stock for
cash
(unaudited).....           --       --       72,957    --         118       --          --            --           --
Issuance of
common stock
upon exercise of
warrants
(unaudited).....           --       --       12,501    --         --        --          --            --           --
Net unrealized
loss on
investments
(unaudited).....           --       --          --     --         --       (105)        --            --           --
Translation
adjustment and
other
(unaudited).....           --       --          --     --         --         39         --            --           --
Amortization of
deferred stock
compensation
(unaudited).....           --       --          --     --         --        --          --          5,011          --
Net loss
(unaudited).....           --       --          --     --         --        --          --            --        (6,310)
                  ============ ========  ==========   ====   ========     =====       =====       =======     ========
Balances at July
31, 1999
(unaudited).....           --  $    --   75,440,381   $ 75   $139,546     $ (66)      $(359)      $(9,445)    $(34,249)
                  ============ ========  ==========   ====   ========     =====       =====       =======     ========
Total
                  Stockholders'
                     Equity
                  (Net Capital
                   Deficiency)
                  -------------
Balances at
January 31,
1996............     $  (651)
Issuance of
Series A
preferred stock
for cash and
note
receivable......       1,900
Conversion of
convertible
promissory notes
and accrued
interest into
Series A
preferred
stock...........         603
Issuance of
Series A
preferred stock
upon exercise of
warrants........         512
Issuance of
common stock
upon exercise of
stock options...           4
Issuance of
common stock for
cash, net of
repurchases.....          17
Issuance of
common stock
upon exercise of
warrants........           1
Net loss........      (2,274)
                  -------------
Balances at
January 31,
1997............         112
Payment received
on notes
receivable......          20
Issuance of
Series A
preferred stock
upon exercise of
warrants........          17
Issuance of
Series B
preferred stock
net of issuance
costs of $39....      14,961
Issuance of
common stock
upon exercise of
options, net of
repurchases.....         136
Issuance of
Series B
preferred stock
warrants in
connection with
long-term debt..         104
Net loss........      (7,587)
                  -------------
Balances at
January 31,
1998............       7,763
Issuance of
Series A
preferred stock
upon exercise of
warrants........          17
Issuance of
Series B
preferred
stock...........         348
Issuance of
common stock
upon exercise of
stock options,
net of
repurchases.....         431
Issuance of
common stock
upon exercise of
warrants........           1
Deferred stock
compensation....         --
Amortization of
deferred stock
compensation....       2,297
Net loss........     (17,408)
                  -------------
Balances at
January 31,
1999............      (6,551)
Issuance of
Series A
preferred stock
upon exercise of
warrants
(unaudited).....          58
Conversion of
preferred stock
to common stock
upon completion
of initial
public offering
(unaudited).....         --
Issuance of
common stock
upon initial
public offering
and private
placement
(unaudited).....     102,368
Reincorporation
to Delaware
(unaudited).....         --
Issuance of
common stock
upon exercise of
stock options,
net of
repurchases
(unaudited).....         874
Issuance of
common stock for
cash
(unaudited).....         118
Issuance of
common stock
upon exercise of
warrants
(unaudited).....         --
Net unrealized
loss on
investments
(unaudited).....        (105)
Translation
adjustment and
other
(unaudited).....          39
Amortization of
deferred stock
compensation
(unaudited).....       5,011
Net loss
(unaudited).....      (6,310)
                  =============
Balances at July
31, 1999
(unaudited).....     $95,502
                  =============
See accompanying notes.

                                      F-5
PORTAL SOFTWARE, INC.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)
Six Months Ended
                                  Year Ended January 31,         July 31,
                                 --------------------------  ------------------
                                  1997     1998      1999      1998      1999
                                 -------  -------  --------  --------  --------
                                                                (unaudited)
OPERATING ACTIVITIES:
 Net loss......................  $(2,274) $(7,587) $(17,408) $ (6,656) $ (6,310)
 Adjustments to reconcile net
  loss to net cash provided by
  (used in)
  operating activities:
 Depreciation and
  amortization.................      236      525       940       399     1,029
 Amortization of deferred
  stock compensation...........      --       --      2,297       330     5,011
 Issuance of preferred stock
  upon conversion of interest
  payable......................       56      --        --        --        --
 One-time gain upon expiration
  of unexercised put option on
  common stock.................      --       --        --        --     (3,810)
 Changes in operating assets
  and liabilities:
  Accounts receivable, net.....     (682)  (4,966)   (8,777)   (1,844)    1,769
  Other current assets.........      (35)     (52)   (1,340)      (85)   (1,921)
  Other assets.................      (10)     (39)      (59)       90      (211)
  Accounts payable.............      193    1,222     1,025      (234)    1,810
  Accrued compensation.........       (1)     569       244       233     3,849
  Other accrued liabilities....      724      232     4,138     2,979       (90)
  Deferred revenue.............    1,420    7,421    15,625      (282)    3,959
                                 -------  -------  --------  --------  --------
   Net cash provided by (used
    in) operating activities...     (373)  (2,675)   (3,315)   (5,070)    5,085
                                 -------  -------  --------  --------  --------
INVESTING ACTIVITIES:
 Purchases of short-term
  investments..................      --       --        --        --    (38,732)
 Purchases of long-term
  investments..................      --       --        --        --     (2,299)
 Purchases of property and
  equipment....................     (943)  (1,855)      --        --     (3,354)
                                 -------  -------  --------  --------  --------
   Net cash provided by (used
    in) investing activities...     (943)  (1,855)      --        --    (44,385)
                                 -------  -------  --------  --------  --------
FINANCING ACTIVITIES:
 Payment received on
  stockholder note receivable..      --        20       --        --        --
 Repayment of convertible
  notes........................     (250)     --        --        --        --
 Issuance of long-term debt....      400    3,000       --        --        --
 Repayment of long-term debt...      (56)    (498)      --        --     (4,122)
 Proceeds from line of credit..      --       --        --        --      1,000
 Repayment of line of credit...      --       --        --        --     (1,000)
 Principal payments under
  capital lease obligations,
  net of proceeds..............      --       --       (319)       79      (239)
 Proceeds from issuance of
  common stock, net of
  repurchases..................       22      136       432       106   102,850
 Proceeds from issuance of
  preferred stock..............    2,412   14,978       365       128       --
                                 -------  -------  --------  --------  --------
   Net cash from financing
    activities.................    2,528   17,636       478       313    98,489
                                 -------  -------  --------  --------  --------
Effect of exchange rate on cash
 and cash equivalents..........      --       --        --        --         46
                                 -------  -------  --------  --------  --------
Net increase (decrease) in cash
 and cash equivalents..........    1,212   13,106    (2,837)   (4,757)   59,235
Cash and cash equivalents at
 beginning of period ..........      328    1,540    14,646    14,646    11,809
                                 -------  -------  --------  --------  --------
Cash and cash equivalents at
 end of period ................  $ 1,540  $14,646  $ 11,809  $  9,889  $ 71,044
                                 =======  =======  ========  ========  ========
Supplemental disclosures of
 cash flow information:
 Cash paid during the period
  for interest.................  $    40  $    43  $    361  $    165  $    190
                                 =======  =======  ========  ========  ========
 Supplemental disclosures of
  non-cash financing activity:
 Conversion of principal
  portion of convertible notes
  into shares of Series A
  preferred stock..............  $   547  $   --   $    --   $    --   $    --
                                 =======  =======  ========  ========  ========
 Issuance of Series A preferred
  stock for stockholder note
  receivable...................  $    20  $   --   $    --   $    --   $    --
                                 =======  =======  ========  ========  ========
 Issuance of Series B preferred
  stock warrants in connection
  with
  long-term debt...............  $   --   $   104  $    --   $    --   $    --
                                 =======  =======  ========  ========  ========
 Issuance of debt upon
  conversion of customer
  deposit included in deferred
  revenue......................  $   --   $   --   $  1,122  $    --   $    --
                                 =======  =======  ========  ========  ========
 Equipment acquired under
  capital lease obligations....  $   --   $   --   $  2,820  $  1,311  $    336
                                 =======  =======  ========  ========  ========
 Deferred stock compensation
  related to options granted...  $   --   $   --   $ 16,753  $  1,963  $    --
                                 =======  =======  ========  ========  ========
 Issuance of common stock for
  stockholder notes
  receivable...................  $   --   $   --   $    318  $    --   $     41
                                 =======  =======  ========  ========  ========
 Conversion of Series A and
  Series B preferred stock to
  common stock.................  $   --   $   --   $    --   $    --    $18,482
                                 =======  =======  ========  ========  ========
See accompanying notes.

                                      F-6
PORTAL SOFTWARE, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      (Information as of July 31, 1999 and
      for the six month periods ended July 31, 1998 and 1999 is unaudited)

(1) Significant Accounting Policies:

 Nature of Business and Basis of Presentation

  Portal Software, Inc. or Portal, formerly Portal Information Network, Inc., a
California corporation, was incorporated in 1994. Portal markets and supports
real-time customer management and billing software, or CM&B software, for
providers of Internet-based services. Portal's software is a comprehensive
solution that is designed to meet the complex, mission-critical provisioning,
accounting, reporting and marketing needs of providers of Internet-based
services. Portal markets its products worldwide through a combination of a
direct sales force and distribution partners. Substantially all of Portal's
license revenues are derived from sales of its Infranet product.

  Portal has incurred operating losses to date and, at July 31, 1999, had an
accumulated deficit of $34.2 million. Portal's activities have been primarily
financed through private placements and public offerings of equity securities.
Portal may need to raise additional capital through the issuance of debt or
equity securities. Such financing may not be available on terms satisfactory to
Portal, if at all.

 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.

 Revenue Recognition

  License revenues are comprised of fees for multiyear 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 agreement 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. For electronic delivery, 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 on arrangements with customers who are not the ultimate
users (primarily resellers) is not recognized until the product is delivered to
the end user.

  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, revenue under the
arrangement is recognized using contract accounting. When software services are
not considered essential, the revenue allocable to the software services is
recognized as the services are performed. Portal generally considers software
services essential, unless the software is paid for before the services
commence and the services are limited to training or minimal installation.
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
recorded as deferred revenue.

                                      F-7
PORTAL SOFTWARE, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                      (Information as of July 31, 1999 and
      for the six month periods ended July 31, 1998 and 1999 is unaudited)

(1) Significant Accounting Policies (continued)

 Revenue Recognition (continued)

  Portal adopted Statement of Position 97-2, Software Revenue Recognition, or
SOP 97-2, and Statement of Position 98-4, Deferral of the Effective Date of a
Provision of SOP 97-2, Software Revenue Recognition, or SOP 98-4, as of
February 1, 1998. SOP 97-2 and SOP 98-4 provide guidance for recognizing
revenue on software transactions and supersede SOP 91-1, Software Revenue
Recognition. The adoption of SOP 97-2 and SOP 98-4 did not have a material
impact on Portal's financial results. However, full implementation guidelines
for this standard have not yet been issued. Once available, the current revenue
accounting practices may need to change and such changes could affect Portal's
future revenues and results of operations.

  In December 1998, the American Institute of Certified Public Accountants or
AICPA issued Statement of Position 98-9, Modification of SOP 97-2, Software
Revenue Recognition, With Respect to Certain Transactions, or SOP 98-9. SOP 98-
9 amends SOP 98-4 to extend the deferral of the application of certain passages
of SOP 97-2 provided by SOP 98-4 through fiscal years beginning on or before
March 15, 1999. All other provisions of SOP 98-9 are effective for transactions
entered into in fiscal years beginning after March 15, 1999. Portal does not
expect the final adoption of SOP 98-9 to have a material impact on its future
revenues or results of operations.

 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 July 31, 1999, Portal has
charged all such costs to research and development expense in the period
incurred.

 Concentration of Credit Risk

  Portal sells its software and services to customers consisting mainly of
North American and European Internet service providers and enhanced service
developers. Portal performs ongoing credit evaluations of its customers and
does not require collateral. Portal maintains an allowance for potential credit
losses and such losses have been within management's expectations. During the
years ended January 31, 1998 and 1999 and the six months ended July 31, 1999,
Portal added approximately $50,000, $1.4 million and $0.1 million to its
allowance for doubtful accounts. Write-offs of uncollectible accounts totaled
$0.5 million for the year ended January 31, 1999 and $0.1 million for the six
months ended July 31, 1999 (none for the year ended January 31, 1998). There
were no bad debt charges or credits during the year ended January 31, 1997.

  One customer accounted for 36% of total revenue during the year ended January
31, 1997, and a different customer accounted for 47% of total revenue during
the year ended January 31, 1998. No individual customer accounted for greater
than 10% of total revenue for the year ended January 31, 1999 or the six months
ended July 31, 1998 or 1999.

                                      F-8
PORTAL SOFTWARE, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                      (Information as of July 31, 1999 and
      for the six month periods ended July 31, 1998 and 1999 is unaudited)

(1) Significant Accounting Policies (continued)

 Segment Information

  In June 1997, the Financial Accounting Standards Board or FASB issued
Statement of Financial Accounting Standards No. 131, "Disclosures About
Segments of an Enterprise and Related Information," or FAS 131, effective for
financial statements for periods beginning after December 15, 1997. FAS 131
establishes standards for the way that public business enterprises report
financial and descriptive information about reportable operating segments in
annual financial statements and interim financial reports issued to
stockholders. Portal adopted FAS 131 effective February 1, 1998. Portal
operates solely in one segment, the development and marketing of CM&B software,
and therefore Portal is not impacted by the adoption of FAS 131. Portal's
foreign offices consist of sales, marketing and support activities through its
foreign subsidiaries and an overseas reseller network. Operating losses
generated by the foreign operations of Portal and their corresponding
identifiable assets were not material in any period presented.

  Portal's export revenue represented 13%, 15% and 27% of total revenues in the
years ending January 31, 1997, 1998 and 1999 and 15% and 31% for the six months
ended July 31, 1998 and 1999. All of the export sales to date have been
denominated in U.S. dollars and were derived from sales to Europe and Asia-
Pacific. Total export revenues for these years were $0.4 million, $1.1 million
and $4.4 million to customers in Europe and $0.3 million, $0.4 million and $2.7
million to customers primarily in the Asia-Pacific region. Total export
revenues for the six months ended July 31, 1998 and 1999 were $0.8 million and
$8.6 million to customers in Europe and $0.4 million and $2.5 million to
customers primarily in the Asia-Pacific region.

 Fair Value of Financial Instruments

  The fair value of notes receivable is estimated by discounting the future
cash flows using the current interest rates at which similar loans would be
made to borrowers with similar credit ratings and for the same remaining
maturities. The carrying value of the notes receivable approximated its fair
value.

  The fair value of 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. The
carrying values of these obligations approximate their respective fair values.

 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. Through January 31, 1999, Portal maintained cash and cash
equivalents in money market accounts with major financial institutions for
which the carrying amount approximated its fair value. Upon the completion of
the initial public offering in May 1999 (see Note 6), Portal received
additional cash which is available for investment. At July 31, 1999, cash
equivalents and short-term investments consist primarily of commercial paper,
other debt instruments and money market funds. All short-term investments have
maturity dates from three to 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 FASB's Statement of Financial Accounting

                                      F-9
PORTAL SOFTWARE, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                      (Information as of July 31, 1999 and
      for the six month periods ended July 31, 1998 and 1999 is unaudited)

(1) Significant Accounting Policies (continued)

 Cash, Cash Equivalents, Short-Term and Long-Term Investments (continued)

Standards No.115, "Accounting for Certain Investments in Debt and Equity
Securities" ("FAS 115"). Currently, Portal classifies its securities as
available-for-sale, which are reported at fair market value, with the related
unrealized gains and losses included in stockholders' equity. Unrealized gains
and losses were not material at January 31, 1998 and 1999. At July 31, 1999,
unrealized losses were $105,000. The amortized cost of debt securities is
adjusted for 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.

  The following schedule summarizes the estimated fair value of our cash, cash
equivalents and short-term investments (in thousands):
January 31, January 31,  July 31,
                                                1998        1999        1999
                                             ----------- ----------- -----------
                                                                     (unaudited)
Cash and cash equivalents:
  Cash......................................   $   433     $ 4,359     $ 6,072
  Money market funds........................    14,213       7,450       7,226
  Commercial paper..........................        --          --       2,996
  U.S. Government securities................        --          --      54,750
                                               -------     -------     -------
                                               $14,646     $11,809     $71,044
                                               =======     =======     =======
Short-term investments at July 31, 1999 (unaudited):
Gross Unrealized
                                                  ----------------------------
                                                                        Fair
                                                   Cost    Gain Loss    Value
                                                  -------  ---- -----  -------
Commercial paper................................. $ 7,504  $--  $  (3) $ 7,501
Corporate notes..................................  26,960   --    (92)  26,868
Municipal bonds..................................   4,000   --    (10)   3,990
Restricted investments...........................    (750)  --     --     (750)
                                                  -------  ---  -----  -------
                                                  $37,714  $--  $(105) $37,609
                                                  =======  ===  =====  =======
The estimated fair value of cash, cash equivalents and short-term investments
classified by date of maturity is as follows (in thousands):
January 31, January 31,  July 31,
                                                1998        1999        1999
                                             ----------- ----------- -----------
                                                                     (unaudited)
Due within one year.........................   $14,646     $11,809    $ 89,886
Due within two years........................        --          --      19,517
Restricted short-term investments...........        --          --        (750)
                                               -------     -------    --------
                                               $14,646     $11,809    $108,653
                                               =======     =======    ========
In accordance with FAS 115, Portal classifies all non-restricted short-term
investments as available-for-sale since these securities are available to
support current operations. Restricted short-term investments of $750,000
represent collateral for a surety bond required by a customer contract

                                      F-10
PORTAL SOFTWARE, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                      (Information as of July 31, 1999 and
      for the six month periods ended July 31, 1998 and 1999 is unaudited)

(1) Significant Accounting Policies (continued)

 Cash, Cash Equivalents, Short-Term and Long-Term Investments (continued)

that expires in January of 2000. The restricted short-term investments are not
available to support current operations and consequently classified as held-to-
maturity. As a result, unrealized gains and losses are not recorded. At July
31, 1999, amortized cost approximated fair value.

  Restricted long-term investments of $2,259,000 represent collateral for a
$2,250,000 letter of credit issued in lieu of a security deposit for a new
facility lease and consist of corporate bonds maturing over a period of one to
three years. The restricted long-term investments are classified as held-to-
maturity. As a result, unrealized gains and losses are not recorded. At July
31, 1999, amortized cost approximated fair value.

  Realized gains and losses from sales of each type of security were immaterial
for all periods presented.

 Depreciation and Amortization

  Depreciation on office and computer equipment and furniture is computed using
the straight-line method over estimated useful lives of four 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
four years.

 Other Assets

  Other assets consisted of the following (in thousands):
January
                                                             31,     July 31,
                                                          1998 1999    1999
                                                          ---- ---- -----------
                                                                    (unaudited)
Prepaid services--long term portion (see Note 4)......... $ -- $ --   $3,048
Deposits and other.......................................  145  204      414
                                                          ---- ----   ------
                                                          $145 $204   $3,462
                                                          ==== ====   ======
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.

 Unaudited Interim Financial Information

  In the opinion of management, the unaudited interim financial statements as
of July 31, 1999 and for the six month periods ended July 31, 1998 and 1999
have been prepared on the same basis as the annual financial statements and
reflect all adjustments that are necessary for the fair presentation of results
for the periods shown. The results of operations for such periods are not
necessarily indicative of the results expected for the full fiscal year or for
any interim period.

                                      F-11
PORTAL SOFTWARE, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                      (Information as of July 31, 1999 and
      for the six month periods ended July 31, 1998 and 1999 is unaudited)

(1) Significant Accounting Policies (continued)

 Net Loss Per Common Share

  Basic net loss per common share and diluted net loss per common share are
presented in conformity with the FASB's Statement of Financial Accounting
Standards No. 128, "Earnings Per Share", or FAS 128, for all periods presented.
Following the guidance given by the Securities and Exchange Commission Staff
Accounting Bulletin No. 98, common stock and convertible preferred stock that
has been issued or granted for nominal consideration prior to the anticipated
effective date of the initial public offering must be included in the
calculation of basic and diluted net loss per common share as if these shares
had been outstanding for all periods presented. To date, Portal has not issued
or granted shares for nominal consideration.

  In accordance with FAS 128, basic and diluted net loss per share has been
computed using the weighted-average number of shares of common stock
outstanding during the period, less shares subject to repurchase. Pro forma
basic and diluted net loss per common share, as presented in the consolidated
statements of operations, has been computed for the year ended January 31, 1999
and the six months ended July 31, 1998 and 1999 as described above, and also
gives effect to the conversion of the convertible preferred stock (using the
if-converted method) from the original date of issuance.

                                      F-12
PORTAL SOFTWARE, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                      (Information as of July 31, 1999 and
      for the six month periods ended July 31, 1998 and 1999 is unaudited)

(1) Significant Accounting Policies (continued)

 Net Loss Per Common Share (continued)

  The following table presents the calculation of basic and diluted and pro
forma basic and diluted net loss per share (in thousands, except per share
data):
Six months
                                   Year ended January 31,     ended July 31,
                                  --------------------------  ----------------
                                   1997     1998      1999     1998     1999
                                  -------  -------  --------  -------  -------
                                                                (unaudited)
Net loss......................... $(2,274) $(7,587) $(17,408) $(6,656) $(6,310)
                                  =======  =======  ========  =======  =======
Basic and diluted:
  Weighted-average shares of
   common stock outstanding......  27,587   34,087    38,902   38,268   55,187
  Less: Weighted-average shares
   subject to repurchase......... (15,155) (13,301)   (9,371) (11,034)  (4,963)
                                  -------  -------  --------  -------  -------
  Weighted-average shares used in
   computing basic and diluted
   net loss per share............  12,432   20,786    29,531   27,234   50,224
                                  =======  =======  ========  =======  =======
Basic and diluted net loss per
 share........................... $ (0.18) $ (0.37) $  (0.59) $ (0.24) $ (0.13)
                                  =======  =======  ========  =======  =======
Pro forma:
  Net loss.......................                   $(17,408) $(6,656) $(6,310)
                                                    ========  =======  =======
  Shares used above..............                     29,531   27,234   50,224
  Pro forma adjustment to reflect
   weighted effect of assumed
   conversion of convertible
   preferred stock (unaudited)...                     28,553   28,453   16,020
                                                    --------  -------  -------
  Shares used in computing pro
   forma basic and diluted net
   loss per share (unaudited)....                     58,084   55,687   66,244
                                                    ========  =======  =======
  Pro forma basic and diluted net
   loss per share (unaudited)....                   $  (0.30) $ (0.12) $ (0.10)
                                                    ========  =======  =======
Portal has excluded all convertible preferred stock, warrants for convertible
preferred stock, outstanding stock options, and shares subject to repurchase
from the calculation of diluted loss net per share because all such securities
are antidilutive for all periods presented. The total numbers of shares
excluded from the calculations of diluted net loss per share was 31,971,954,
38,259,900, and 40,185,846 for the years ended January 31, 1997, 1998 and 1999
and 41,205,217 and 12,265,850 for the six months ended July 31, 1998 and 1999.
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 6 for further information on these securities.

 Stock-Based Compensation

  Statement of Financial Accounting Standards No. 123, "Accounting for Stock-
Based Compensation", or 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 options plans. See the pro forma
disclosures of applying FAS 123 included in Note 6.

                                      F-13
PORTAL SOFTWARE, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                      (Information as of July 31, 1999 and
      for the six month periods ended July 31, 1998 and 1999 is unaudited)

(1) Significant Accounting Policies (continued)

 Comprehensive Loss

  As of January 1, 1998, Portal adopted SFAS 130, "Reporting Comprehensive
Income." SFAS 130 establishes new rules for the reporting and display of
comprehensive net income and its components. However, it has no impact on our
net loss or stockholders' equity as presented in our financial statements. SFAS
130 requires foreign currency translation adjustments and changes in the fair
value of available for sale securities to be included in comprehensive net
loss.

  The components of comprehensive net loss are as follows (in thousands):
Six months
                                                  Year ended  ended July 31,
                                                  January 31, ----------------
                                                     1999      1998     1999
                                                  ----------- -------  -------
                                                                (unaudited)
Net loss......................................  $(17,408)  $(6,656) $(6,310)
   Unrealized loss on marketable securities......       --        --      (105)
   Change in cumulative translation adjustment...        12         5       39
                                                   --------   -------  -------
   Comprehensive net loss........................  $(17,396)  $(6,651) $(6,376)
                                                   ========   =======  =======
Recently Issued Accounting Standards

  In June 1998, the FASB issued Statement of Financial Accounting Standards No.
133, "Accounting for Derivative Instruments and Hedging Activities", or FAS
133. Portal is required to adopt FAS 133 for the year ending January 31, 2002.
FAS 133 establishes methods of accounting for derivative financial instruments
and hedging activities related to those instruments as well as other hedging
activities. Because Portal currently holds no derivative financial instruments
and does not currently engage in hedging activities, adoption of FAS 133 is
expected to have no material impact on Portal's financial condition or results
of operations.

  In March 1998, the AICPA issued SOP 98-1, "Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use", or SOP 98-1. SOP 98-
1 requires that entities capitalize certain costs related to internal use
software once certain criteria have been met. Portal is required to implement
SOP 98-1 for the year ending January 31, 2000. Portal adopted SOP No. 98-1 on
February 1, 1999 with no material impact on its financial position or results
of operations.

  In April 1998, the AICPA issued SOP No. 98-5, "Reporting on the Costs of
Start-Up Activities," or SOP 98-5. SOP 98-5 requires that all start-up costs
related to new operations must be expensed as incurred. In addition, all start-
up costs that were capitalized in the past must be written off when SOP 98-5 is
adopted. Portal expects that the adoption of SOP 98-5 will not have a material
impact on its financial position or results of operations. Portal adopted SOP
No. 98-5 on February 1, 1999 with no material impact on its financial position
or results of operations.

                                      F-14
PORTAL SOFTWARE, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                      (Information as of July 31, 1999 and
      for the six month periods ended July 31, 1998 and 1999 is unaudited)

(2) Property and Equipment

  Property and equipment is recorded at cost and consists of the following (in
thousands):
January 31,
                                                      -------------  July 31,
                                                       1998   1999     1999
                                                      ------ ------ -----------
                                                                    (unaudited)
Office and computer equipment..................... $2,947 $4,970   $7,929
   Furniture.........................................    576  1,237    1,766
   Leasehold improvements............................    212    348      561
                                                      ------ ------   ------
                                                       3,735  6,555   10,256
   Less accumulated depreciation and amortization....  1,198  2,138    3,203
                                                      ------ ------   ------
   Property and equipment, net....................... $2,537 $4,417   $7,053
                                                      ====== ======   ======
Included in property and equipment at January 31, 1998 and 1999 and July 31,
1999 were assets acquired under capital lease obligations with a cost of
approximately $25,000, $2.8 million and $3.0 million. Accumulated depreciation
related to the assets acquired under capital lease totaled $3,000, $0.3 million
and $0.7 million at January 31, 1998, January 31, 1999 and July 31, 1999.

(3) Long-Term Debt, Convertible Promissory Notes and Line of credit

  In July 1997, Portal entered into a $3.0 million note payable agreement with
a financial institution to finance working capital. The agreement was
subsequently amended in February 1999 to change the installment payment dates.
The note, bearing an interest rate at 10.75% per annum, is payable in three
installments of $1.5 million, $0.5 million, and $1.0 million on February 19,
1999, March 31, 1999, and April 30, 1999. In connection with these notes,
Portal issued warrants to the lender to purchase 130,098 shares of Series B
preferred stock at an exercise price of $1.50 per share (see Note 6). The note
payable was paid on schedule. As of July 31, 1999, the entire loan had been
repaid.

  In February through December 1995, Portal issued convertible promissory notes
in the aggregate principal amount of $0.8 million to private investors. In
April through June 1996, convertible notes in the amount of $0.5 million plus
accrued interest of $55,765 were exchanged for 3,616,590 shares of Series A
preferred stock at a price of $0.17 per share and convertible notes in the
amount of $0.3 million plus accrued interest of $16,163 were repaid.

  Warrants to purchase 1,500,000 shares of common stock at an exercise price of
$0.001 per share were issued in connection with the original issuance of the
convertible notes in 1995. These warrants were exercised during the fiscal year
ended January 31, 1997.

  In December 1998, Portal entered into an agreement with a customer to convert
$1.1 million from a deposit into a note payable. The note, bearing an interest
rate of 10% per annum, was due on November 30, 1999. The entire balance on the
note was repaid in July 1999.

  On April 15, 1999, Portal entered into a line of credit with a bank under
which Portal may borrow up to $5 million. Amounts borrowed under this line of
credit bear interest at a rate of the bank's prime rate plus 0.5% and mature on
April 13, 2000. On April 22, 1999, Portal borrowed $1.0 million under the line
of credit to repay the final installment of the term loan that matured in April
1999. The entire balance on the line of credit was repaid in May 1999. This
line of credit arrangement prohibits the payment of dividends without the
bank's consent.

                                      F-15
PORTAL SOFTWARE, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                      (Information as of July 31, 1999 and
      for the six month periods ended July 31, 1998 and 1999 is unaudited)

(4) Agreement with Andersen Consulting LLC (unaudited)

  On April 12, 1999, Portal agreed to enter into a strategic alliance with
Andersen Consulting LLC under which Andersen Consulting LLC will provide
services to Portal, the parties will expand their existing marketing alliance
and will work closely together to expand their customer service and marketing
relationship. Under this arrangement, Andersen Consulting LLC agreed to
purchase up to 400,000 shares of common stock from Portal in a private
placement concurrent with Portal's initial public offering at the initial
public offering price, less the underwriting discount.

  Under this agreement, Portal agreed to pay Andersen Consulting LLC for its
services a minimum services fee in cash of $2.8 million and a cash settled put
for 200,000 of the shares to be purchased by Andersen Consulting LLC. This put
guaranteed a closing value of $6.0 million at the end of the first day of
trading for 200,000 shares common sold to Andersen and required Portal to pay
Andersen Consulting LLC in cash for any differences between the closing value
of these shares and $6.0 million. Upon the date of the arrangement, Portal
recorded the fair value of the put of approximately $3.8 million. The value of
the put was determined using the Black-Scholes model using a risk-free interest
rate of 6.3%, an expected life of one month and a volatility factor of 1.00.
The final value of the put was to be determined at the end of the first trading
day of Portal's common stock. Any change in fair value of the liability at
balance sheet dates prior to the initial public offering and at the closing of
the first day of trading was to be reported as a gain or loss in the respective
periods.

  Upon completion of the initial public offering (see Note 6), the put option
was settled. Based on the closing price of Portal's common stock at the end of
the first day of trading, the net cash settlement of the put was computed at a
value of zero. As a result, a gain upon remeasurement of the liability of $3.8
million was recorded as other income in the six months ended July 31, 1999.

  At July 31, 1999, the initial fair value of the put, approximately $3.8
million, has been classified as a prepaid service asset and will be amortized
systematically over the period of the service agreement, which is anticipated
to be between three and five years. Upon signing of the definitive agreement,
the service fee of $2.8 million will also be capitalized and amortized
systematically over the same period.

(5) Commitments

 Operating Leases

  Portal leases eight office facilities under noncancelable operating leases
that expire at various dates through March 2000. Portal also rents certain
property and equipment under operating leases. Rental expense for all operating
leases was $386,000, $740,000, and $1,610,000 for fiscal 1997, 1998, and 1999
and $573,000 and $1,653,000 for the six months ended July 31, 1998 and 1999.

  Future minimum lease payments as of January 31, 1999 are as follows (in
thousands):
Year ending January 31,
     2000 .............................................................. $1,474
     2001...............................................................  1,049
     2002...............................................................  1,044
     2003...............................................................  1,070
     2004...............................................................    732
                                                                         ------
   Total minimum lease payments......................................... $5,369
                                                                         ======
F-16
PORTAL SOFTWARE, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                      (Information as of July 31, 1999 and
      for the six month periods ended July 31, 1998 and 1999 is unaudited)

(5) Commitments (continued)

 Operating Leases (continued)

  In June 1999, Portal entered into a lease for its worldwide headquarters
which will expire in December 2010. In connection with the lease, Portal will
make payments of $589,000, $4,490,000, $4,625,000, $4,764,000 and $4,906,000 in
the years ending January 31, 2000, 2001, 2002, 2003 and 2004, respectively, and
$37,693,000 thereafter. In connection with this lease, Portal issued a letter
credit for $2,250,000 (see Note 1) as a deposit for the facilities. The terms
of the lease agreement allow the letter of credit to be reduced down to
$1,100,000 if certain covenants regarding sales and cash flow are met.

 Capital Lease Obligations

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

  Future minimum lease payments under capital leases are as follows (in
thousands):
Year ending January 31,
     2000............................................................... $  668
     2001...............................................................    856
     2002...............................................................    902
     2003...............................................................    496
                                                                         ------
   Total minimum payments...............................................  2,922
   Less amount representing interest....................................   (421)
                                                                         ------
   Present value of future payments.....................................  2,501
   Less current portion.................................................   (479)
                                                                         ------
   Long-term portion.................................................... $2,022
                                                                         ======
(6) Stockholders' Equity

 Reincorporation and Stock Split

  During February 1999, Portal's board of directors authorized the
reincorporation of the Company in the state of Delaware. This reincorporation
received shareholder approval on April 29, 1999. Portal is authorized to issue
250,000,000 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 has 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. All share and per share amounts in the accompanying consolidated
financial statements have been adjusted retroactively.

 Initial Public Offering

  On May 11, 1999, Portal completed an initial public offering of its Common
Stock. All 4.6 million shares covered by Portal's Registration Statement on
Form S-1, including shares covered by an overallotment option that was
exercised, were sold by Portal at a price of $14.00 per share, less an

                                      F-17
PORTAL SOFTWARE, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                      (Information as of July 31, 1999 and
      for the six month periods ended July 31, 1998 and 1999 is unaudited)

(6) Stockholders' Equity (continued)

 Initial Public Offering (continued)

underwriting discount of $0.98 per share. In addition, on May 11, 1999, the
Company issued 380,184 shares of Common Stock to Andersen Consulting and 3.0
million shares of Common Stock to Cisco Systems, Inc. for $13.02 per share or
an aggregate purchase price of approximately $44.0 million. Net proceeds to the
Company 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.

 Convertible Preferred Stock

  A summary of convertible preferred stock is as follows:
January 31, 1998                   January 31, 1999
                         ---------------------------------- ----------------------------------
                                                Liquidation                        Liquidation
                         Authorized Outstanding Preference  Authorized Outstanding Preference
                         ---------- ----------- ----------- ---------- ----------- -----------
Series A................ 18,900,000 18,311,640  $ 3,051,940 18,900,000 18,416,190  $ 3,069,365
Series B................ 10,800,000  9,999,999   14,999,998 10,800,000 10,235,997   15,353,995
                         ---------- ----------  ----------- ---------- ----------  -----------
                         29,700,000 28,311,639  $18,051,938 29,700,000 28,652,187  $18,423,360
                         ========== ==========  =========== ========== ==========  ===========
At January 31, 1999, 20,000,000 shares of preferred stock were authorized. In
connection with the initial public offering, all outstanding shares of
preferred stock were converted to common stock and 5,000,000 shares of
preferred stock were authorized.

 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, 1998 and 1999 and July 31, 1999, approximately
14,713,647, 6,510,846 and 3,832,355 shares were subject to repurchase. Of the
shares subject to repurchase, 8,428,914, 5,947,011 and 3,694,706 shares were
issued upon the exercise of options under the 1995 Stock Option Plan. In the
event that a stockholder negotiates to sell all or part of the stock to a third
party, Portal has a right of first refusal to repurchase that stock at the
negotiated price.

  At July 31, 1999, common stock was reserved for issuance as follows
(unaudited):
Exercise of outstanding stock options...........................  9,332,733
   Shares of common stock available for grant under the 1995 Stock
    Option/Stock Issuance Plan and 1999 Stock Issuance Plan........  4,028,872
   Shares of common stock available for issuance under the 1999
    Employee Stock Purchase Plan...................................  1,800,000
   Exercise of common stock warrants outstanding...................    230,097
                                                                    ----------
                                                                    15,391,702
                                                                    ==========
F-18
PORTAL SOFTWARE, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                      (Information as of July 31, 1999 and
      for the six month periods ended July 31, 1998 and 1999 is unaudited)

(6) Stockholders' Equity (continued)

 Warrants

  Warrants to purchase 31,362 shares of common stock for a price of $0.017 per
share were issued in connection with bridge loan financing in December 1995.
During the year ended January 31, 1999 and the six months ended July 31, 1999,
18,861 and 12,501 shares were exercised. The warrants expire in January 2003
and the value ascribed to the warrants is immaterial for financial statement
purposes.

  Warrants to purchase 3,620,700 shares of Series A preferred stock at a price
of $0.17 per share were issued in connection with the issuance of Series A
preferred stock in March 1996. During the years ended January 31, 1997, 1998
and 1999 and the six months ended July 31, 1999, 3,075,000, 100,050, 104,550
and 341,100 shares were exercised. The value ascribed to these warrants is
immaterial for financial statement purposes.

  Warrants to purchase 230,097 shares of Series B preferred stock for a price
of $1.50 per share were issued in connection with the issuance of notes payable
and the signing of capital lease agreements in July 1997. Upon completion of
the Company's initial public offering, the outstanding warrants to purchase
230,097 shares of Series B preferred stock were automatically converted into
warrants to purchase 230,097 shares of common stock at the same exercise price.
None of these warrants have been exercised and all shares were outstanding at
July 31, 1999. The Series B preferred stock warrants expire in September 2003.
The warrants were appraised at the date of issuance and additional interest
expense of $104,000 was recorded. This amount was deferred and is being
amortized to interest expense over the term of the notes. During the year ended
January 31, 1999 and the six months ended July 31, 1999, $38,310 and $23,796 of
the additional interest expense was amortized.

 Stock Options

  Pursuant to the 1995 Stock Option/Stock Issuance Plan and the 1999 Stock
Incentive Plan (together, the "Plans"), the board of directors or one of its
designated committees are authorized to grant incentive stock options or
nonqualified stock options to employees, officers, and directors of Portal. The
Plans allow for the grant of incentive stock options to employees and grant of
nonstatutory stock options to eligible participants.

  The option price is not less than 100% or 85% of the fair value on the date
of the grant as determined for incentive stock options and nonqualified stock
options, respectively, except for 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 generally become exercisable upon grant subject to repurchase rights in
favor of Portal until vested. Shares generally vest over a period of no more
than five years. Options may be granted with different vesting terms at the
discretion of the board of directors or one of its designated committees.
Options are exercisable for a term of ten years after the date of grant except
those 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. In the event of a change in control in which options granted
under the Plans are not assumed, the options will accelerate and vest in full
and existing repurchase rights will lapse.

                                      F-19
PORTAL SOFTWARE, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                      (Information as of July 31, 1999 and
      for the six month periods ended July 31, 1998 and 1999 is unaudited)

(6) Stockholders' Equity (continued)

 Stock Options (continued)

  A summary of Portal's stock option activity under all Plans and related
information follows:
January 31, 1998      January 31, 1999       July 31, 1999
                          --------------------- --------------------- --------------------
                                      Weighted-             Weighted-            Weighted-
                                       Average               Average              Average
                                      Exercise              Exercise             Exercise
                            Shares      Price     Shares      Price    Shares      Price
                          ----------  --------- ----------  --------- ---------  ---------
                                                                          (unaudited)
Outstanding at beginning
 of period..............   1,667,268    $0.01      891,684    $0.02   5,596,200   $ 1.53
Options granted.........   9,270,915    $0.02    6,891,000    $1.39   4,836,710   $12.68
Options exercised.......  (9,211,974)   $0.02   (2,036,484)   $0.43    (436,275)  $ 0.71
Options canceled........    (834,525)   $0.02     (150,000)   $1.28    (663,902)  $ 8.15
                          ----------    -----   ----------    -----   ---------   ------
Outstanding at end of
 period.................     891,684    $0.02    5,596,200    $1.53   9,332,733   $ 7.23
                          ==========    -----   ==========    -----   =========   ------
Exercisable at end of
 period.................     891,684    $0.02    5,596,200    $1.53     785,472   $ 2.68
                          ==========    -----   ==========    -----   =========   ------
Weighted-average fair
 value of options
 granted................                $0.01                 $0.36               $ 2.02
                                        =====                 =====               ======
At January 31, 1998 and 1999 and July 31, 1999, 8,428,914, 5,947,011 and
3,694,706 shares which had been issued upon exercise of options were subject to
repurchase. At January 31, 1998 and 1999 and July 31, 1999, options to acquire
50,193, 139,473 and 785,472 shares were vested but not exercised.

  Exercise prices for options outstanding as of January 31, 1999 and July 31,
1999 and the weighted-average remaining contractual life are as follows:
Options Outstanding and
                                                          Exercisable
                                               ---------------------------------
                                                            Weighted-
                                                 Number      Average
                                               Outstanding  Remaining  Weighted-
Range of                                           at      Contractual  Average
Exercise                                       January 31,    Life     Exercise
 Prices                                           1999     (In years)    Price
--------                                       ----------- ----------- ---------
$0.001-$0.02..................................    410,349      8.7       $0.02
$0.02-$0.33...................................    484,500      9.2       $0.33
$0.34-$0.67...................................  1,556,601      9.3       $0.67
$0.68-$1.33...................................    762,000      9.5       $1.33
$1.34-$1.67...................................    361,650      9.7       $1.67
$1.68-$2.67...................................  1,768,950      9.8       $2.67
$2.68-$4.00...................................    252,150      9.9       $4.00
                                                ---------
                                                5,596,200      9.5       $1.53
                                                =========
F-20
PORTAL SOFTWARE, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                      (Information as of July 31, 1999 and
      for the six month periods ended July 31, 1998 and 1999 is unaudited)

(6) Stockholders' Equity (continued)

 Stock Options (continued)
Options Outstanding and
                                                          Exercisable
                                               ---------------------------------
                                                            Weighted-
                                                 Number      Average
                                               Outstanding  Remaining  Weighted-
Range of                                           at      Contractual  Average
Exercise                                        July 31,      Life     Exercise
 Prices                                           1999     (In years)    Price
--------                                       ----------- ----------- ---------
                                                          (unaudited)
$0.00-$0.02...................................     71,700      8.3      $ 0.02
$0.03-$0.67...................................  1,588,950      8.8      $ 0.60
$0.68-$1.67...................................  1,010,673      9.1      $ 1.45
$1.68-$2.67...................................  1,708,050      9.3      $ 2.67
$2.68-$4.00...................................    521,550      9.5      $ 4.00
$4.01-$12.00..................................  2,489,730      9.6      $10.00
$12.01-$20.00.................................  1,712,980      9.7      $14.00
$20.01-$42.00.................................    229,100      9.9      $41.81
                                                ---------
                                                9,332,733
                                                =========
During the year ended January 31, 1999, in connection with the grant of
certain share options to employees, Portal recorded deferred stock compensation
of $16.8 million representing the difference between the exercise price and the
deemed fair value of Portal's common stock on the date such stock options were
granted. Such amount is included as a reduction of stockholders' equity (net
capital deficiency) and is being amortized by charges to operations on a graded
vesting method. In fiscal 1999 and the six months ended July 31, 1998 and 1999,
Portal recorded amortization of deferred stock compensation expense of
approximately $2.3 million, $0.3 million and $5.0 million. At July 31, 1999,
Portal had a total of approximately $9.5 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.

 1999 Employee Stock Purchase Plan

  In February 1999, the board of directors approved the adoption of Portal's
1999 Employee Stock Purchase Plan. This was approved by the stockholders in
April 1999. A total of 1,800,000 shares of common stock has been reserved for
issuance under the 1999 Purchase Plan. The 1999 Purchase Plan permits eligible
employees to acquire shares of Portal's common stock through periodic payroll
deductions of up to 15% of total compensation. No more than 1,250 shares may be
purchased on any purchase date per employee. Each offering period will have a
maximum duration of 24 months. Purchases occur on the last day of each November
and May of each offering period. 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 each employee's applicable enrollment date (May 5, 1999 for all
participating employees as of that date) or on the last day of the respective
purchase period. The initial offering period commenced on the effectiveness of
the initial public offering and will end on the last business day of May, 2001.

                                      F-21
PORTAL SOFTWARE, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                      (Information as of July 31, 1999 and
      for the six month periods ended July 31, 1998 and 1999 is unaudited)

(6) Stockholders' Equity (continued)

 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 SFAS 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.

  The fair value for these awards was estimated at the date of grant using the
minimum value options pricing model. This model was developed for use in
estimating the fair value of traded options that have no vesting restrictions
and are fully transferable. In addition, option 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 during the years ended January 31, 1997, 1998, and 1999 was
determined using the minimum value method with a risk-free interest rate of
6.0%, an expected life of six years, and a dividend yield of zero.

  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):
Year Ended January 31,
                                                    --------------------------
                                                     1997     1998      1999
                                                    -------  -------  --------
Net loss:
   As reported..................................... $(2,274) $(7,587) $(17,408)
   Pro forma.......................................  (2,277)  (7,607)  (17,861)
   Basic and diluted net loss per share:
   As reported..................................... $ (0.18) $ (0.37) $  (0.59)
   Pro forma.......................................   (0.18)   (0.37)    (0.60)
(7) Income Taxes

  Portal's provision for income taxes of approximately $0.7 million for the
year ended January 31, 1999 consists of alternative minimum taxes, foreign
withholding and local income taxes. Portal's provision for income taxes of
approximately $0.8 million for the six months ended July 31, 1999 consists of
foreign withholding taxes on revenue and tax on earnings generated from foreign
operations in certain foreign jurisdictions. The reconciliation of income tax
expense (benefit) attributable to continuing operations computed at the U.S.
federal statutory rates to income tax

                                      F-22
PORTAL SOFTWARE, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                      (Information as of July 31, 1999 and
      for the six month periods ended July 31, 1998 and 1999 is unaudited)

(7) Income Taxes (continued)

expense (benefit) for the fiscal years ended January 31, 1997, 1998, and 1999
and the six months ended July 31, 1998 and 1999 is as follows (in thousands):
Year Ended January        Six Months
                                              31,             Ended July 31,
                                     -----------------------  ----------------
                                     1997    1998     1999     1998     1999
                                     -----  -------  -------  -------  -------
                                                                (unaudited)
Tax provision (benefit) at U.S.
    statutory rate.................  $(773) $(2,579) $(5,676) $(2,263) $(1,868)
   Loss for which no tax benefit is
    currently recognizable ........    773    2,579    5,676    2,263    3,163
   Alternative minimum tax.........    --       --       500      --       --
   One-time gain upon expiration of
    unexercised put option on com-
    mon stock......................    --       --       --       --    (1,295)
   Foreign income and withholding
    taxes..........................    --       --       215      --       816
                                     -----  -------  -------  -------  -------
   Total...........................  $ --   $   --   $   715  $   --   $   816
                                     =====  =======  =======  =======  =======
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.

  Significant components of Portal's deferred tax assets are as follows (in
thousands):
January 31,
                                                 -----------------   July 31,
                                                  1998      1999       1999
                                                 -------  --------  -----------
                                                                    (unaudited)
Deferred tax assets:
     Net operating loss carryforwards..........  $ 1,275  $     --   $     --
     Tax credit carryforwards..................      396     1,053      2,194
     Deferred revenue..........................    2,437     8,980     10,220
     Deferred compensation.....................      --        782      2,778
     Accruals and reserves not currently
      deductible...............................      292     1,679      1,297
     Other, net................................       --        66         61
                                                 -------  --------   --------
   Total deferred tax assets...................    4,400    12,560     16,550
   Valuation allowance.........................   (4,400)  (12,560)   (16,550)
                                                 -------  --------   --------
   Net deferred tax assets.....................  $    --  $     --   $     --
                                                 =======  ========   ========
Realization of deferred tax assets is dependent on future earnings, if any,
the timing and the amount of which are uncertain. Accordingly, a valuation
allowance, in an amount equal to the deferred tax assets as of January 31, 1999
and 1998 and July 31, 1999, has been established to reflect these
uncertainties. The change in the valuation allowance was a net increase of
approximately $8.2 million and $3.1 million for the years ended January 31,
1999 and 1998 and $4.0 million for the six months ended July 31, 1999.

                                      F-23
PORTAL SOFTWARE, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                      (Information as of July 31, 1999 and
      for the six month periods ended July 31, 1998 and 1999 is unaudited)

(7) Income Taxes (continued)

  As of July 31, 1999, Portal had federal research and development tax credit
carryforwards of approximately $0.9 million, which will expire at various dates
from 2012 through 2020, if not utilized. In addition, Portal had a foreign tax
credit carry forward of approximately $0.8 million, which will expire in 2005,
if not utilized, and federal alternative minimum tax credit carryforwards of
approximately $0.5 million which have an unlimited carryforward period.

  Utilization of tax credit carryforwards 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 carryforwards before
full utilization.

                                      F-24
UNDERWRITING

  Portal, the selling stockholders and the underwriters named below will enter
into an underwriting agreement with respect to the shares being offered.
Subject to certain conditions, each underwriter will severally agree to
purchase the number of shares indicated in the following table. Goldman, Sachs
& Co., BancBoston Robertson Stephens Inc., Credit Suisse First Boston
Corporation, Donaldson, Lufkin & Jenrette Securities Corporation and Hambrecht
& Quist LLC are the representatives of the underwriters.
Number of
   Underwriters                                                          Shares
   ------------                                                        ---------
Goldman, Sachs & Co. ..............................................
   BancBoston Robertson Stephens Inc..................................
   Credit Suisse First Boston Corporation.............................
   Donaldson, Lufkin & Jenrette Securities Corporation................
   Hambrecht & Quist LLC..............................................
                                                                        ------
     Total............................................................
                                                                        ======
----------------

  If the underwriters sell more shares than the total number set forth in the
table above, the underwriters have an option to buy up to an additional 750,000
shares from Portal to cover such sales. They may exercise that option for 30
days. If any shares are purchased pursuant to this option, the underwriters
will severally purchase shares in approximately the same proportion as set
forth in the table above.

  The following table shows the per share and total underwriting discounts and
commissions to be paid to the underwriters by Portal and the selling
stockholders. These amounts are shown assuming both no exercise and full
exercise of the underwriters' option to purchase additional shares.

                                 Paid by Portal
No Exercise Full Exercise
                                                       ----------- -------------
Per Share.............................................     $            $
Total.................................................     $            $
Shares sold by the underwriters to the public will initially be offered at
the initial price to public set forth on the cover of this prospectus. Any
shares sold by the underwriters to securities dealers may be sold at a discount
of up to $   per share from the initial price to public. Any of these
securities dealers may resell any shares purchased from the underwriters to
certain other brokers or dealers at a discount of up to $   per share from the
initial price to public. If all the shares are not sold at the initial price to
public, the representatives may change the offering price and the other selling
terms.

  Portal and the selling stockholders have agreed with the underwriters not to
dispose of or hedge any of their common stock or securities convertible into or
exchangeable for shares of common stock during the period from the date of this
prospectus continuing through the date 90 days after the date of this
prospectus, except with the prior written consent of the representatives. This
agreement does not apply to any existing employee benefit plans. See "Shares
Eligible for Future Sale" for a discussion of certain transfer restrictions.

                                      U-1
The common stock is quoted on the Nasdaq National Market under the symbol
"PRSF".

  In connection with this offering, the underwriters may purchase and sell
shares of common stock in the open market. These transactions may include short
sales, stabilizing transactions and purchases to cover positions created by
short sales. Short sales involve the sale by the underwriters of a greater
number of shares than they are required to purchase in the offering.
Stabilizing transactions consist of certain bids or purchases made for the
purpose of preventing or retarding a decline in the market price of the common
stock while the offering is in progress.

  The underwriters also may impose a penalty bid. This occurs when a particular
underwriter repays to the underwriters a portion of the underwriting discount
received by it because the representatives have repurchased shares sold by or
for the account of that underwriter in stabilizing or short covering
transactions.

  These activities by the underwriters may stabilize, maintain or otherwise
affect the market price of the common stock. As a result, the price of the
common stock may be higher than the price that otherwise might exist in the
open market. If these activities are commenced, they may be discontinued by the
underwriters at any time. These transactions may be effected on the Nasdaq
National Market, in the over-the-counter market or otherwise.

  As permitted by Rule 103 under the Exchange Act, certain Underwriters and
selling group members that are market makers ("passive market makers") in the
common stock may make bids for or purchases of the common stock in the Nasdaq
National Market until a stabilizing bid has been made. Rule 103 generally
provides that

  . a passive market maker's net daily purchases of the common stock may not
    exceed 30% of its average daily trading volume in such securities for the
    two full consecutive calender months, or any 60 consecutive days ending
    within the 10 days, immediately preceding the filing date of the
    registration statement of which the prospectus forms a part,

  . a passive market maker may not effect transactions or display bids for
    the common stock at a price that exceeds the highest independent bid for
    the common stock by persons who are not passive market makers, and

  . bids made by passive market makers must be identified by such.

  Portal will pay the expenses of the offering on behalf of the selling
stockholders, excluding underwriting discounts and commissions. The expenses of
the offering are estimated to be approximately $   million.

  Portal and the selling stockholders have agreed to indemnify the several
underwriters against certain liabilities, including liabilities under the
Securities Act.

                                      U-2
[DESCRIPTION OF ARTWORK]

[FAST TIME-TO-MARKET WITH NEW SERVICES DIAGRAM]

[A diagram, in the shape of steps, depicting Portal's Infranet Platform
representing Object APIs; Access Services, including Basic Dial-Up, ISDN,
xDSL, Roaming, Dedicated Internet Protocol Access, ATM and Frame Relay and
Cable Modem; Consumer Services, including Personal Web Pages, Online Gaming,
IP Telephony, Information Services and Content and Personal Finance Services;
and Business Services, including Web Site Hosting, VPN, IP Fax, Audio/Video
Conference and Application Hosting.]

                               INSIDE BACK COVER

  The inside back cover of the prospectus has a caption centered across the
top of the page which reads "Infrastructure Software for Internet-Based
Services." Directly below the caption is a sentence which reads, "Portal
offers the software foundation for providers of Internet-based services to
rapidly deploy a wide range of new services, speeding time to market."

  Along the right side of the back cover reading from bottom to top vertically
is the phrase "No Limits." "No Limits" is embedded in a red stripe which runs
from the bottom to the top of the page vertically.

  In the center of the back cover there is a large blue circle. Contained
within the large blue circle is a medium red circle. Contained within the
medium red circle is a small white circle. Each smaller circle cuts out a
portion of the next large size circle. The medium and small circles are not
centered within the large circle; rather, they move further towards the top of
the circle towards what would be 12 o'clock if it were a clock. The small
white circle contains the Portal logo with the phrase "Real Time No Limits"
below the Portal logo. The medium red circle is cut into four parts, each part
which contains one type of Portal's customers and which reads counterclockwise
within the medium red circle: "Internet Service Providers," "Emerging
Communications Providers," "Traditional Telecommunications Providers" and
"Content Providers." The large blue circle is divided into three parts, each
part which contains a description of three main types of providers which
deploy Portal's software and which reads counterclockwise within the large
blue circle: "Access Services," "Consumer Services" and "Business Services."
Below each of the captions is a horizontal list which details which specific
services may be deployed by Internet-based service providers within that main
type of service. The bullet points below "Access Services" read: "Dial-Up,"
"Leased-Line," "xDSL," "Roaming" and "Cable Modem." The bullet points below
"Consumer Services" read "Personal Web Pages," "On-line Gaming," "IP
Telephony," "Information Services" and "Financial Services." The bullet points
below "Business Services" read "Web Site Hosting," "Virtual Private Networks,"
"IP Fax," "Video Conference" and "Application Hosting."
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

  No dealer, salesperson or any other person is authorized to give any
information or to represent anything not contained in this prospectus. You
must not rely on any unauthorized information or representations. This
prospectus is an offer to sell only the shares offered hereby, but only under
circumstances and in jurisdictions where it is lawful to do so. The
information contained in this prospectus is current only as of its date.

                                ---------------

                               TABLE OF CONTENTS
Page
                                                                          ----
Prospectus Summary.......................................................   3
Risk Factors.............................................................   6
Use of Proceeds..........................................................  17
Price Range of Common Stock..............................................  17
Dividend Policy..........................................................  17
Capitalization...........................................................  18
Dilution.................................................................  19
Selected Consolidated Financial Data.....................................  20
Management's Discussion and Analysis of Financial Condition and Results
 of Operations...........................................................  21
Business.................................................................  36
Management...............................................................  52
Certain Transactions.....................................................  62
Principal and Selling Stockholders.......................................  64
Description of Capital Stock.............................................  66
Shares Eligible for Future Sale..........................................  70
Legal Matters............................................................  71
Experts..................................................................  71
Additional Information...................................................  72
Index to Consolidated Financial Statements............................... F-1
Underwriting............................................................. U-1
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
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                               5,000,000 Shares

                             Portal Software, Inc.

                                 Common Stock

                                ---------------

                 [LOGO OF PORTAL SOFTWARE, INC. APPEARS HERE]

                                ---------------

                             Goldman, Sachs & Co.

                                  BancBoston
                              Robertson Stephens

                          Credit Suisse First Boston

                         Donaldson, Lufkin & Jenrette

                               Hambrecht & Quist

                      Representatives of the Underwriters

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

  The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by Portal in connection with
the sale of common stock being registered. All amounts are estimates except the
SEC registration fee and the NASD filing fees.
SEC Registration Fee............................................... $ 82,023
   NASD Filing Fee.................................................... $ 30,005
   Nasdaq National Market Listing Fee................................. $ 17,500
   Printing and Engraving Expenses.................................... $
   Legal Fees and Expenses............................................ $150,000
   Accounting Fees and Expenses....................................... $
   Blue Sky Fees and Expenses......................................... $
   Transfer Agent Fees................................................ $
   Miscellaneous...................................................... $

     Total............................................................ $
Item 14. Indemnification of Directors and Officers

  Section 145 of the Delaware General Corporation Law authorizes a court to
award or a corporation's board of directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended (the "Securities Act"). Article VII, Section 6 of Portal's Amended
and Restated Bylaws provides for mandatory indemnification of its directors and
officers and permissible indemnification of employees and other agents to the
maximum extent permitted by the Delaware General Corporation Law. Portal's
Second Amended and Restated Certificate of Incorporation provides that, subject
to Delaware law, its directors shall not be personally liable for monetary
damages for breach of the directors' fiduciary duty as directors to Portal and
its stockholders. This provision in the Second Amended and Restated Certificate
of Incorporation does not eliminate the directors' fiduciary duty, and in
appropriate circumstances equitable remedies such as injunctive or other forms
of non-monetary relief will remain available under Delaware law. In addition,
each director will continue to be subject to liability for breach of the
director's duty of loyalty to Portal or its stockholders for acts or omissions
not in good faith or involving intentional misconduct, for knowing violations
of law, for actions leading to improper personal benefit to the director, and
for payment of dividends or approval of stock repurchases or redemptions that
are unlawful under Delaware law. The provision also does not affect a
director's responsibilities under any other law, such as the federal securities
laws or state or federal environmental laws. Portal has entered into
indemnification agreements with its officers and directors, a form of which was
previously filed with the Securities and Exchange Commission as an Exhibit to
the Registrant's Registration Statement on Form S-1 (No. 333-72999) (the
"Indemnification Agreements"). The Indemnification Agreements provide Portal's
officers and directors with further indemnification to the maximum extent
permitted by the Delaware General Corporation Law. Reference is also made to
Section 8 of the Underwriting Agreement contained in Exhibit 1.1 hereto,
indemnifying officers and directors of Portal against certain liabilities, and
Section 1.10 of the Amended and Restated Investor Rights Agreement contained in
Exhibit 4.2 and 4.3 hereto, indemnifying certain of Portal's stockholders,
including controlling stockholders, against certain liabilities.

                                      II-1
Item 15. Recent Sales of Unregistered Securities

  During the past three years, the Registrant has issued unregistered
securities to a limited number of persons as described below.

    (a) The Registrant issued and sold 11,529,456 shares of its Common Stock
  to employees and consultants for an aggregate purchase price of $1,099,128
  pursuant to direct stock issuances and the exercise of options under its
  1995 Stock Option/Stock Issuance Plan.

    (b) From March 1996 through January 1997, the Registrant issued and sold
  an aggregate of 15,136,590 shares of Series A Preferred Stock at a per
  share price of $0.17, for an aggregate of $2,522,765 to several investors.

    (c) In June 1996, the Registrant issued and sold 2,534,500 shares of its
  Common Stock at a per share price of $0.007 for an aggregate purchase price
  of $16,890 to an officer of the Registrant.

    (d) In April 1996, the Registrant issued warrants to purchase 546,600
  shares of Series A Preferred Stock at a per share price of $0.17 to several
  investors.

    (e) In October 1996, the Registrant issued and sold 1,500,000 shares of
  Common Stock to entities affiliated with Accel Partners upon exercise of
  warrants for an aggregate purchase price of $1,000.

    (f) In January 1997, the Registrant issued and sold 3,075,000 shares of
  Series A Preferred Stock to entities affiliated with Accel Partners upon
  exercise of warrants for an aggregate purchase price of $512,500.

    (g) In April 1997, the Registrant issued 100,050 shares of Series A
  Preferred Stock to an investor upon exercise of warrants for an aggregate
  purchase price of $16,825.

    (h) In September 1997, in connection with an equipment leasing
  transaction, the Registrant issued warrants to purchase 130,098 shares of
  its Series B Preferred Stock, at an exercise price of $1.50 per share, to
  Lighthouse Capital.

    (i)  In September 1997, in connection with a line of credit, the
  Registrant issued a warrant to purchase 12,501 shares of its Common Stock,
  at an exercise price of $1.02 per share, to Imperial Bank.

    (j) In November 1997, in connection with a bridge loan, the Registrant
  issued warrants to purchase 18,861 shares of its Common Stock, at an
  exercise price of $1.02 per share, to entities affiliated with Accel
  Partners.

    (k) In January 1998, in connection with an equipment leasing transaction,
  the Registrant issued warrants to purchase 99,999 shares of its Series B
  Preferred Stock, at an exercise price of $1.50 per share, to Comdisco, Inc.

    (l) From January through August 1998, the Registrant issued and sold an
  aggregate of 10,235,997 shares of Series B Preferred Stock at a per share
  price of $1.50, for an aggregate of $15,353,996 to several investors, which
  includes 6,666 shares and 5,334 shares of Series B Preferred Stock issued
  to two members of the Registrant's outside counsel, Brobeck, Phleger &
  Harrison LLP at a per share price of $1.50 for an aggregate purchase price
  of $9,999 and $8,001, respectively.

    (m) In May 1998, the Registrant issued 104,550 shares of Series A
  Preferred Stock to an investor upon exercise of warrants for an aggregate
  purchase price of $17,425.

    (n) In June 1998, the Registrant issued and sold 18,861 shares of Common
  Stock to entities affiliated with Accel Partners upon exercise of warrants
  for an aggregate purchase price of $314.

    (o) In April 1999, the Registrant issued and sold 341,100 shares of
  Series A Preferred Stock to an investor upon exercise of a warrant for an
  aggregate purchase price of $56,850.

                                      II-2
(p) In May 1999, Imperial Bank exercised a warrant to purchase 12,501
  shares of Portal Common Stock.

    (q) In May 1999, the Registrant issued and sold a total of 3,380,184
  shares of Common Stock to Cisco Systems, Inc. and Anderson Consulting LLP
  for an aggregate purchase price of $44,089,996.

  None of the foregoing transactions involved any underwriters, underwriting
discounts or commissions, or any public offering, and the Registrant 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 the Registrant or otherwise,
to information about the Registrant.

Item 16. Exhibits and Financial Statement Schedules

  The exhibits listed in the Exhibit Index as filed as part of this
Registration Statement.

(a) Exhibits
Exhibit
  Number  Exhibit Title
 -------  -------------
1.1*    Form of Underwriting Agreement among the Registrant, Goldman Sachs &
          Co., BancBoston Robertson Stephens Inc., Credit Suisse First Boston
          Corporation, Donaldson, Lufkin & Jenrette Securities Corporation and
          Hambrecht & Quist LLC.
  3.1(1)  Amended and Restated Certificate of Incorporation.
  3.2(1)  Bylaws.
  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(1)  Reference is made to Exhibits 3.1 and 3.2.
  5.1     Opinion of Brobeck, Phleger & Harrison LLP, counsel for the
          Registrant, with respect to the common stock being registered.
 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(1)  Loan and Security Agreement by and between Registrant and Lighthouse
          Capital Partners, L.P., dated as of July 24, 1997, as amended.
 10.4(1)  Registrant's 1995 Stock Option/Stock Issuance Plan and exhibits.
 10.5(1)  Registrant's 1999 Stock Incentive Plan.
 10.6(1)  Registrant's 1999 Employee Stock Purchase Plan.
 10.7(1)  Form of Directors' and Officers' Indemnification Agreement.
 10.8(1)  Form of Registrant's Software License and Support Agreement.
 10.9(1)  Form of Registrant's Business Alliance Agreement.
 10.10(1) Stock Purchase Agreement with Cisco Systems, Inc., dated April 13,
          1999.
 10.11(1) Stock Purchase Agreement with Andersen Consulting LLP, dated April
          12, 1999.
 10.12(1) Loan Agreement and General Security Agreement between Portal
          Software, Inc. and Imperial Bank, dated April 15, 1999.
 10.13    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.
II-3
Exhibit
 Number  Exhibit Title
 ------- -------------
21.1    Subsidiaries of the Registrant.
 23.1    Consent of Ernst & Young LLP, Independent Auditors.
 23.2    Consent of Brobeck, Phleger & Harrison LLP (contained in their opinion
         filed as Exhibit 5.1).
 24.1    Power of Attorney. Reference is made to Page II-5.
 27.1    Financial Data Schedule (In EDGAR format only).
--------
 *  To be filed by amendment.
(1) Incorporated herein by reference from Registration Statement on Form S-1
    (No. 333-72999)

(b) Financial Statement Schedules

  Schedules not listed above have been omitted because the information required
to be set therein is not applicable or is shown in the financial statements or
notes thereto.

Item 17. Undertakings

  Portal hereby undertakes to provide to the underwriters at the closing
specified in the Underwriting Agreement, certificates in such denominations and
registered in such names as required by the underwriters to permit prompt
delivery to each purchaser.

  Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
Portal pursuant to the Delaware General Corporation Law, the Certificate of
Incorporation or the Bylaws of Portal, Indemnification Agreements entered into
between Portal and its officers and directors, the Underwriting Agreement, or
otherwise, Portal has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by Portal of
expenses incurred or paid by a director, officer, or controlling person of
Portal in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the
securities being registered, Portal will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.

  The undersigned registrant hereby undertakes:

    (1) For purposes of determining any liability under the Securities Act of
  1933, the information omitted from the form of Prospectus filed as part of
  this registration statement in reliance upon Rule 430A and contained in a
  form of Prospectus filed by Portal pursuant to Rule 424(b)(1) or (4) or
  497(h) under the Securities Act shall be deemed to be part of this
  Registration Statement as of the time it was declared effective;

    (2) For the purpose of determining any liability under the Securities Act
  of 1933, each post-effective amendment that contains a form of Prospectus
  shall be deemed to be a new registration statement relating to the
  securities offered therein, and the offering of such securities at that
  time shall be deemed to be the initial bona fide offering thereof.

                                      II-4
SIGNATURES

  Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Cupertino,
State of California, on this 30th day of August, 1999.

                                          PORTAL SOFTWARE, INC.

                                                       John E. Little
                                          By: /s/ _____________________________
                                                      John E. Little,
                                               President and Chief Executive
                                                           Officer

                               POWER OF ATTORNEY

  KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints, jointly and severally, John E. Little, Jack L.
Acosta and Mitchell Gaynor, and each one of them, his true and lawful
attorneys-in-fact and agents, each with full power of substitution, for him and
in his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, and to sign any registration statement for the same offering covered
by this Registration Statement that is to be effective upon filing pursuant to
Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all
post-effective amendments thereto, and to file the same, with all exhibits
thereto and all documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying
and confirming that each of said attorneys-in-fact and agents or any of them,
or his or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Signature                           Title                   Date
             ---------                           -----                   ----
/s/ John E. Little          President, Chief Executive     August 30, 1999
____________________________________  Officer (Principal
           John E. Little             Executive Officer)

         /s/ Jack L. Acosta          Chief Financial Officer,       August 30, 1999
____________________________________  Vice President, Finance
           Jack L. Acosta             (Principal Financial and
                                      Accounting Officer)

        /s/ Edward J. Zander         Director                       August 30, 1999
____________________________________
          Edward J. Zander

     /s/ David C. Peterschmidt       Director                       August 30, 1999
____________________________________
        David C. Peterschmidt

     /s/ William T. Coleman III      Director                       August 30, 1999
____________________________________
       William T. Coleman III
II-5
EXHIBIT INDEX
Exhibit
  Number  Exhibit Title
 -------  -------------
1.1*    Form of Underwriting Agreement among the Registrant, Goldman Sachs &
          Co., BancBoston Robertson Stephens Inc., Credit Suisse First Boston
          Corporation, Donaldson, Lufkin & Jenrette Securities Corporation and
          Hambrecht & Quist LLC.
  3.1(1)  Amended and Restated Certificate of Incorporation.
  3.2(1)  Bylaws.
  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(1)  Reference is made to Exhibits 3.1 and 3.2.
  5.1     Opinion of Brobeck, Phleger & Harrison LLP, counsel for the
          Registrant, with respect to the common stock being registered.
 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(1)  Loan and Security Agreement by and between Registrant and Lighthouse
          Capital Partners, L.P., dated as of July 24, 1997, as amended.
 10.4(1)  Registrant's 1995 Stock Option/Stock Issuance Plan and exhibits.
 10.5(1)  Registrant's 1999 Stock Incentive Plan.
 10.6(1)  Registrant's 1999 Employee Stock Purchase Plan.
 10.7(1)  Form of Directors' and Officers' Indemnification Agreement.
 10.8(1)  Form of Registrant's Software License and Support Agreement.
 10.9(1)  Form of Registrant's Business Alliance Agreement.
 10.10(1) Stock Purchase Agreement with Cisco Systems, Inc., dated April 13,
          1999.
 10.11(1) Stock Purchase Agreement with Andersen Consulting LLP, dated April
          12, 1999.
 10.12(1) Loan Agreement and General Security Agreement between Portal
          Software, Inc. and Imperial Bank, dated April 15, 1999.
 10.13    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.
 21.1     Subsidiaries of the Registrant.
 23.1     Consent of Ernst & Young LLP, Independent Auditors.
 23.2     Consent of Brobeck, Phleger & Harrison LLP (contained in their
          opinion filed as Exhibit 5.1).
 24.1     Power of Attorney. Reference is made to Page II-5.
 27.1     Financial Data Schedule (In EDGAR format only).
--------
 *  To be filed by amendment.
(1) Incorporated herein by reference from Registration Statement on Form S-1
    (No. 333-72999)