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In re Oracle Corp. Derivative Litigation

11/24/2004

gs figure stayed the same, Phillips noted that his reduction in license revenue expectations probably eliminated "any earnings upside" for the quarter. Overall, Phillips noted that "3Q 01 should be an OK quarter for Oracle - in a period when most technology companies aren't having OK quarters - followed by a better quarter in 4Q 01."


After Phillips released his report, Oracle's stock price dropped by more than 13%.


P. The February 12, 19, and 26 Upside Reports


On February 12, the Upside Report raised its Best Estimate to 11.58 cents per share with license revenue growth of 21%. By February 19, the Upside Report's Best Estimate declined to 11.23 cents per share with license revenue growth of 19%. The NAS, OSI, and OPI unit level forecasts were also changing during this period, largely in tandem with the Best Estimate.


In the last week of each quarter, Oracle generates daily Upside Reports. On February 26, the Upside Report's Best Estimate was down to 11.19 cents a share, a number that was still within striking distance of 12 cents per share.


Regrettably for Oracle, that was not as bad as things would get.


Q. The End Of Quarter Developments, AKA, The Bottom Falls Out Shortly before 1:00 a.m. on Monday, February 26, 2001, the head of Oracle's important NAS unit, George Roberts, sent an e-mail to Ellison, Henley, Minton, and other top managers stating:


On Friday John Nugent told me that he had 10mm of forecasted business fall out of the forecast in the West area. It was not one or two deals but over 70 separate transactions slipped. The mix of accounts was 70% new economy and 30% brick and mortar. The top reason given by the companies was capital preservation.


This reduction contributed to Minton adjusting the NAS unit's projected license revenue from $346 million as of January 29, 2001, and from $320-325 million as of mid February, to only $300 million in the February 26 Upside Report. In his e-mail, Roberts included an e- mail from one of his own subordinates, Nick Classik, which he had received over the weekend and which stated in part:


The past 6 business days our forecast has dropped to the point that I know that our organization will have put . . . Oracle . . . in a bad spot. . . . Thursday afternoon, it looked like our forecast would be in the low $60's m. After netting everything thru Friday night we will off an addl $10m and are looking at a quarter number in the low 50's. I am aware of the impact this news has to Oracle and I am sorry that we have created such a problem. This is my organization and I am responsible for a forecast to you - I failed. From the 2-16[- 01] forecast to the 2-23[-01] forecast we had 78 field deals, by 47 different reps totaling $14.9m move out of the quarter. The last month of the quarter I go over deal, line by line item with the managers weekly. This has been successful in the past as it gives me the oppt to get accurate info to provide upper management and build a reliable forecast. George, you have been a great supporter for my team and myself. In my 6 years with Oracle this is the most difficult news I have had to deliver as a forecast, especially this late in the quarter, is a personal commitment and I have let you and Oracle down. I am sorry.


Henley and Ellison both responded to Roberts' e-mail. Henley's response was terse:


This has been the "economy risk" we've been facing all quarter. You really don't see it until the end of the quarter when people have to sign the dotted line and they are more cautious so things start slipping.


Meanwhile, Ellison asked Roberts whether the "deals have slipped into Q4 or have they

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