SumTotal Systems Named to Software Magazine's 22nd Annual Software 500

Software Magazine Ranks SumTotal Systems as one of the World's Largest Software Companies

MOUNTAIN VIEW, CA (September 22, 2004) – SumTotal Systems (NASDAQ: SUMT), the industry’s largest provider of learning and business performance technologies, services and processes, today announced its inclusion in the Software 500, Software Magazine's list of the world's foremost software and services providers, published as an online catalog on www.Softwaremag.com.

SumTotal Systems was ranked 232nd, with software and services revenue of $59.7 million.

"The software industry remains extremely dynamic, with 140 new companies appearing on the 2004 Software 500 list. Overall results were mixed but total revenue for the 500 was up 14% and total employment up 8%, says John P. Desmond, Editor of Software Magazine and Softwaremag.com. "Sectors strong this year include security, business process management and system integration services including outsourcing services. Site visitors will notice changes to the Software 500 online this year that make it easier to navigate. Our aim is to help CIOs, senior IT managers and IT staff research their partner options and that is a valuable service."

The Software 500 is a revenue-based ranking of the world's largest software and services suppliers targeting enterprise IT organizations. The list includes both private and public companies; 30% of the 2004 Software 500 companies are private. The Software 500 is a worldwide list in that any company may submit financial and product information via the annual Software 500 survey, conducted 100% on the Web.

The ranking is based on total worldwide software and service revenue for 2003. This includes revenues from software licenses, maintenance and support, training and software-related services and consulting. Suppliers are not ranked on their total corporate revenue, since many have other lines of business, such as hardware. The financial information was gathered by a survey prepared by King Content Co. and posted at www.Softwaremag.com, as well as from public documents.

“We are delighted to be named among the world’s best-performing software companies and to be recognized for our leadership position within our marketplace,” said R. Andrew Eckert. “Our market leadership comes from a history of innovating groundbreaking technologies and services that have transformed the ability of more than 640 organizations to meet their business goals and to succeed in their industries. We continue to realize significant growth as more and more organizations realize the mission-critical impact of learning and business performance solutions on bottom-line business results.”

About Softwaremag.com, The IT Software Journal

Softwaremag.com, The IT Software Journal, is the Web publishing effort of Software Magazine, a brand name in the industry for over 20 years. Softwaremag.com is the online catalog to enterprise software and the home of the Software 500 ranking of the world's largest software and services companies, now in its 22nd year. Software Magazine and Softwaremag.com are owned and operated by King Content Co., the Web content development and publishing firm run by John P. Desmond.

About SumTotal Systems, Inc.

SumTotal Systems Inc. (NASDAQ: SUMT) is the business performance and learning technology industry’s largest single provider of technologies, processes and services. Formed by the merger of industry pioneers Docent and Click2learn, the company is uniquely focused on helping organizations harness and manage mission-critical intellectual power to solve real-world business problems and produce significant bottom-line results. SumTotal has helped accelerate performance and profit for more than 600 of the world’s best-known companies, including Microsoft, Cingular Wireless, Vodafone, Lucent, Accenture, Cendant, Harley-Davidson, Wyeth, Wachovia and D & B. SumTotal Systems is headquartered in Mountain View, CA, with offices throughout the US, as well as in London, Paris, Heidelberg, Sydney, Tokyo and Hyderabad, India.

Safe Harbor Statement/ Forward-Looking Statements

Information in this press release contains forward-looking statements, including statements about future business operations, industry leadership, financial performance and viability, customer benefits, timing and features of our product offerings, acceptance of our solutions, expected innovation, and other potential benefits and synergies to be derived from the transaction and other market conditions that include risks and uncertainties. These statements are not historical facts or guarantees of future performance or events and are based on current expectations, estimates, beliefs, assumptions, goals and objectives, and SumTotal Systems does not assume any obligation to update any such forward-looking statements. These statements are not guarantees of future results and involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from the results expressed or implied by these statements. You are cautioned not to place undue reliance on any forward-looking statements. Factors that could cause actual results to differ include, but are not limited to, (i) the challenges and costs of integration and restructuring and the ability to achieve anticipated synergies associated with the recent merger; (ii) an emerging and rapidly evolving market, (iii) market uncertainty with respect to the merger and acceptance of SumTotal Systems’ product offerings by customers and partners; (iv) adverse changes in general economic or market conditions; (v) delays or reductions in information technology spending; (vi) the ability to attract and retain highly qualified employees; (vii) intense competition in the marketplace and (viii) other events and other important factors disclosed previously and from time to time in SumTotal Systems’ filings with the Securities and Exchange Commission, including its quarterly report on Form 10Q filed on May 17, 2004.