Oracle Corporation et al v. SAP AG et al

Filing 1206

Declaration of Nargues Motamed in Support of 1202 Statement Joint Statement in Support of Evidentiary Issues filed byOracle International Corporation. (Attachments: # 1 Exhibit A-0059, # 2 Exhibit A-6329-1, # 3 Exhibit A-0367, # 4 Exhibit A-5042, # 5 Exhibit A-5997, # 6 Exhibit A-6042-1, # 7 Exhibit A-6205-1, # 8 Exhibit A-5193, # 9 Exhibit A-5995, # 10 Exhibit A-5058, # 11 Exhibit A-5002-1, # 12 Exhibit A, # 13 Exhibit B, # 14 Exhibit C, # 15 Exhibit D, # 16 Exhibit E, # 17 Exhibit F, # 18 Exhibit G, # 19 Exhibit H, # 20 Exhibit I, # 21 Exhibit J, # 22 Exhibit K, # 23 Exhibit L, # 24 Exhibit M, # 25 Exhibit N, # 26 Exhibit PTX 0008, # 27 Exhibit PTX 0014, # 28 Exhibit PTX 0161, # 29 Exhibit O, # 30 Exhibit P, # 31 Exhibit Q, # 32 Exhibit R, # 33 Exhibit PTX 4809, # 34 Exhibit PTX 4819, # 35 Exhibit PTX 0012, # 36 Exhibit PTX 0024, # 37 Exhibit PTX 0960, # 38 Exhibit PTX 7028, # 39 Exhibit S, # 40 Exhibit T, # 41 Exhibit U, # 42 Exhibit V, # 43 Exhibit W, # 44 Exhibit PTX 8040, # 45 Exhibit PTX 2582, # 46 Exhibit X, # 47 Exhibit Y, # 48 Exhibit PTX 8112, # 49 Exhibit PTX 8111, # 50 Exhibit PTX 8108)(Related document(s) 1202 ) (Howard, Geoffrey) (Filed on 8/2/2012)

Message
Shenkman, Arlen [I0~SAP/OU~AMERICA1/CN~RECIPIENTS/CN=000000225832]
12/22/2004 9:16:08 AM
Mackey, James [/O=SAP/OU=AMERICA 1/CN~RECIPIENTS/CN=000000065459]
RE: Peoplesoft 1-2-3

, From:
Sent:

To:
Subject:

I am going to call John this morning to go over some DD questions we will need to
cover next week. Any objection to inviting John for a portion of our meetings
next week or offering to patch him in via teleconference to cover some of the
operational issues he described below?
-----Original Message----From: Mackey, James
Sent: Wednesday, December 22, 2004 8:32 AM
To: Shenkman, Arlen
Subject: Fw: Peoplesoft 1-2-3
Fyi
--~--Original Message----From: Agassi, Shai <[e-mail]>
To: Oswald, Gerhard <[e-mail]>; Mackey, James
<[e-mail]>
Sent: Wed Dec 22 01:57:22 2004
Subject: Fw: Peoplesoft 1-2-3

Please read the following email trail. It contains a recipe for how to move
forward with PSFT plan. I recommend you connect your respective teams with John
and we should move on hiring the names he mentioned immediately!

s
I

am not rude,

I

am on a blackberry

-----Original Message----From: Zepecki, John <[e-mail]>
To: Agassi, Shai <[e-mail]>
Sent: Tue Dec 21 12:44:58 2004
Subject: RE: Peoplesoft 1-2-3

S

-e't"-,~ &1

Exhibit

L' 0

~.'1.0~

Holl Thuman CSR

Shai,

Thanks. The Jan 5th event is a good idea - Oracle and PSFT did similar events in
1994 when ASK was bought by CA.
Here are some answers to your questions below.
please let me know. Regards, Johnz

If you need something from me,

I. I don't know much about TomorrowNow or their delivery capability. The founders
seem to be mostly ex~services people who did upgrades. The new VP of Sales worked
for me for a short while, but was marketing portal at that point in time. I
cannot easily check up on the Tnow guys without it being very obvious why I might
be checking up on them.

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I thought TomorrowNow's niche was to support PSFT 7.5 releases that were now
unsupported by Peoplesoft. Ramping to support PSFT 8 and JDE products may be an
opportunistic move with Oracle taking over.
Look at volumes of fixes delivered, releases supported, etc.
information and say a lot about how capable this company is.
the bulk of TomorrowNow's people are - looks like Texas with
Pleasanton. If the core team is outside Pleasanton, it makes
less attractive.

would be valuable
I am not sure where
recent expansion in
this company a lot

It is not entirely clear to me that the time to market advantage that TomorrowNow
offers. Or if this advantage is worth the dollars and effort of a acquisition. In
either the build mode or buy mode, integration with SAP's infrastructure is going
to be a big challenge. And there will definitely be a further ramp up, so
managing ramp up and integration at the same time is a double challenge.
If there is a capable person driving a ground up operation with no history to
contend with, it may be easier or at least have fewer moving parts to contend
with. It really depends on how strong TomorrowNow's process and people are. The
Peoplesoft Bangalore Service Center run by Hexaware might be another option to
ramp up quickly. Due diligence on TomorrowNow would make this clear pretty fast.
I am not sure how TomorrowNow gets access to Peoplesoft software, but its very
likely that TomorrowNow is using the software outside the contractual use rights
granted to them and these use rights could be terminated by Oracle. SAP working
with a 3rd party like IBM or Accenture or a large SAP customers might be a
cleaner legal arrangement. The issue to resolve is how to package software
updates probably more than access to the software itself. I have been told that
SAP hired a guy narned Scott Trainor from PSFT into the SAP legal department who
may have some insight in this area.
2. I agree that this one is step 2, but I wanted to get it on your radar. I do
think getting at least a couple of things to market by end of 2005 has a lot of
value. Oracle will figure it out eventually and being ahead is helpful.
Overcoming SAP's reputation for complexity and poor usability is going to take
some effort, add on products are an easier sell than a coexistence/migration
program. In support of the coexistence mode you mentioned in regards to upgrade,
some new solutions (even light ones) might good a long way in supporting the
upgrade effort.
3. Because almost all HR data is date/timestamped, running a coexistence mode is
possible. With an ETL type approach, moving delta data between systems is pretty
viable - conceptually there are some similarities to a data warehouse project.
Leveraging a generic ETL like Ascential makes it much easier to build this type
of solution.
I can think of a few different scenarios to approach this problem, but we should
think about the goals. Selling to IT would be one type of approach, selling to HR
LOB would be a different approach, etc. Some feedback from SAP customers (not
just IT, but LOB as well) would be helpful. I will think more about this one, but
it's a bigger discussion/hard via email. Now on the names.
Naghi Prasad ran the data warehouse team for me (around 75 people in 3
geographies) for about 2 years. Naghi is a great guy, strong background in
analytics, MIT PhD. I have a very good relationship with Naghi.

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Naghi knows how to getting a start up type project running and knows technology
very well. Oracle has no packaged data warehouse, its likely that his team is
laid off or misplaced in next couple weeks. Naghi is ex Oracle has no interest in
staying at Oracle for the long term.
Naghi could make this type of effort happen. There are 4-6 people who currently
work for Naghi who know either HR data models or PSFT business concepts were
well. It would not be hard for Naghi to bring in this talent. Building a team in
a low cost country to build ETL maps is something Naghi did in the past 18
months.
Sai Kalur is the HCM upgrade lead. I don't know him personally, but Sai is well
thought of. Sai would be very valuable in this type of effort.
There are a handful of HCM architects/experts - Dmitiry Smirnoff, Ralf Schroeder
- both in Munich, Russell Haliburton - in Texas, Virginia Wolfe - in Seattle
area, Sandy Bishop who understand how the HeM system is constructed and how it
works. Pulling in two to three of these people to architect the coexistence mode
would be extremely helpful. The diverse locations of this group makes things
harder, but getting less capable people has its challenges as well.
Alan Bouris drove operations/execution/project office for my team the last two
years. He could construct a program/process to make something like this go in an
organized way.

From:
Agassi, Shai
Sent: Tuesday, Dec 21, 2004 1:33 AM
To:
Zepecki, John
Subject:
RE: Peoplesoft 1-2-3
John,
Well thought out!
1.
We are in discussions with TomorrowNow for an inunediate acquisition; we may
even sign a term sheet by year end. How good are they? What more do you know
about them? We will target Catherine immediately. If we buy TomorrowNow, we will
continue to use their offices in Pleasenton to manage the PSFT effort.
2.
we should do, but much more of a long term proposition. We can have it go
more mainstream if we execute well on #1
3.
We should investigate this further. We need a plan that allows the customer
to run PSFT HR next to SAP HR for a period of time. Have data somehow magically
show up in both systems and transition only after a period of comfort. To a
certain degree we will compare our migration plan to Oracle's not to running PSFT
unchanged. Find me some valuable talent for that direction and we should
interview them immediately.
Finally, we are planning a recruiting event on Jan 5th, start spreading the word,
that SAP will be hiring top talent after new year.
s

From: Zepecki, John
Sent: Tuesday, December 21, 2004 3:58 AM
To: Agassi, Shai

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Subject: Peoplesoft 1-2-3
Shai,
I pulled together some thoughts on Peoplesoft opportunities (see attached
documents below about ten pages in length). Here's a relatively brief summary
email as well.
Please let me know your thoughts here and/or next steps. There is
a pretty short window of opportunity to easily attract talent.
Thanks and regards, Johnz

« File: Peoplesoft 1~2-3 12 20 04.doc »
Step 1 - Offer support/maintenance to Peoplesoft customers.
I am not sure how broadly you envisioned this program, but supporting all product
lines and system landscapes would be difficult/expensive. Targeting heavily used
modules in HCM and Financials is more viable at least to start and has the most
attractive customers. There is a group called TomorrowNow offering JD Edwards
support for some time that might be a good subcontractor to allow SAP to focus on
larger customers, but still support all product families.
To lead this type of effort, Tom Shields (ran HR development, now runs GSC/Sydney
site) would be ideal. Geography (he will not move from Sydney) is a problem, but
he might work as a person to ramp it up. Tom is well respected and known, he
could really help to find and attract talent.
Catherine Jensen runs support for the HCM product line. She has experience
running level 1/2/3 and is pretty strong. At the next level down, there are many
capable people with specific domain expertise. Most Peoplesoft managers and
developers did new development and maintenance.
If the scope of support is clear and Oracle lays people off or treats people
badly, building a hiring plan could be done pretty quickly. It should be possible
to recruit Peoplesoft trained people in Bangalore as well. Getting a focus and
getting some key leaders in place soon is the critical success factor, then there
probably is ample talent to go after.
Opening an office in Pleasanton would be a huge win for recruiting and helping to
support this initiative. The time window to determine scope of support, establish
funding/business model, and establish leadership is short. By end of Q1 2005, it
will be difficult to get critical mass and executing on this effort would require
a sizable investment of people.
Step 2 - Integrate existing xApps and create new xApps/composites that integrate
with Peoplesoft product
If Oracle delivers ten years of support for existing Peoplesoft products, the
Peoplesoft installed base will freeze. Most customers will wait before deciding
to upgrade and/or deploy custom or point solutions to augment the core
transactional systems. SAP has an opportunity to deploy existing xApps and create
new xApps to the Peoplesoft installed base. Aside from helping to capture the
Peoplesoft customer base and providing functionality that further discourage
upgrade to a new Peoplesoft version, there is incremental revenue to be made.
Over time the ultimate goal is to drive upgrade to mySAP, but realistically
selling add on applications for three to five years is the best and most
straightforward revenue opportunity.

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Eventually Oracle may figure out that offering composite processes in the
eBizSuite that integrates to deployed Peoplesoft applications is much easier than
driving upgrades. I would estimate that Oracle takes at least a year or more to
understand this reality. SAP has the ability to develop new solutions, seed
Netweaver and the SAP footprint, and drive revenue. Many of the solutions that
would be attractive to Peoplesoft customers probably fit into an SAP roadmap.
Attracting domain experts to support this initiative is possible as well. The
solution areas of interest would drive the list of people to go after. Vishal
mentioned that Services Procurement is of some interest - I can highly recommend
some functional experts and architects in this area.
Step 3 - Provide upgrade from Peoplesoft to SAP
Peoplesoft was shifting to leverage Ascential's OataStage as the data migration
engine for application upgrade. HCM 8.9 released this month was the first
application to leverage this approach. The !fA to B" upgrade essentially is a new
install and data is migrated/converted from system A (old version) to system B
(new version). A customer would have to manually reconcile and migrate any
customizations_
Peoplesoft's previous approach was to upgrade "in place" or to convert a system
to the new version without a new install (i.e. like SAP). As Peoplesoft
applications and PeopleTools grew more complex and customers "skipped" entire
versions of software (i.e. go from HR 8 to HR 8.8 and skip HR 8.4 completely),
the traditional approach was becoming more and more problematic.
It remains to be seen whether Oracle continues this type of upgrade. Changing
courses would delay upgrade availability significantly for HCM 8.9 and Ql 05
planned releases. Regardless, SAP could create its own A to B upgrade maps where
"A" is a Peoplesoft version and "B" is mySJI.P. Most of the ETL maps are simple in
nature and could be done in a low cost country (Peoplesoft used this labor pool
too). The more complex maps would require domain experts from both Peoplesoft and
SAP to map both data and business concepts.
On the talent side, the understanding of the data models and business concepts in
Peoplesoft systems is hard to find. The EPM data warehouse team I ran had experts
in Peoplesoft's data models (including JOE models) and core Peoplesoft business
concepts.
I had a very capable manager (Naghi Prasad) and project manager (Alan Bouris) who
could drive an initiative in this area. Oracle does not offer packaged warehouse
solutions in the same way as Peoplesoft, I am not sure that this team avoids
layoffs or could be placed badly in the Oracle organization. There may be an
opportunity to pick up as much of this team as is desired.
Oracle's Plans
I am been told that January 14th is when Oracle will do a round of layoffs. The
general expectation is that G&A functions along with bottom 25% will receive
notice. There are some groups that do not have a logical home within Oracle (like
the analytics group that I ran), so its possible that there are broader cuts in
mid January. Many people are long time employees who would happily take a
severance package if they had a job lined up - that is easier said than done in
the East Bay without adding a major commute.

From:

Agassi, Shai

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Sent: Wednesday, Dec 15, 2004 17:33 PM
To:
Zepecki, John
Subject:
RE: Two Peoplesoft related items
The topics are of very high interest!
I also need names for the top service people at PSFT. We would like to take them
over (maintenance conversion) .

s

From: Zepecki, John
Sent: Wednesday, December 15, 2004 8:13 PM
To: Agassi, Shai
Subject: Two Peoplesoft related items
Shai,
Dennis suggested that it would good to touch base with you on a couple of
opportunities/ideas that Dennis and I discussed briefly earlier this week. Now
that Oracle has bought Peoplesoft officially, moving the Peoplesoft/JDE installed
base to SAP instead of Oracle Ebiz suite is an obvious opportunity for SAP.
Second one is related to PSFT talent that will soon be available.
Two opportunities in regards to capitalizing on the PSFT/Oracle churn to get more
business for SAP. First opportunity is to try to freeze upgrades with some HR
oriented composites that integrate to previous Peoplesoft versions. These
solutions could be a vehicle to establish relationships/inroads into PSFT
accounts, block Oracle's value proposition for upgrades, and drive revenue for
SAP.
Second opportunity is to catch PSFT customers at the upgrade phase. Peoplesoft
was rolling out a new upgrade methodology based on Ascential~s ETL technology
(which is not proprietary} that makes it more straightforward to create a
packaged upgrade from PSFT to SAP. I know a bit about Igor's work in this area. I
do have some additional insight in this area that might be helpful in
establishing a program in this area.
I can elaborate more on either of these topics if they are of further interest,
please let me know. In the Oracle fallout, there will be some interesting high
caliber people will be looking for a ne~ home (including some exBaan/Skillsvillage people). If there is the ability to create some opportunities
for the right talent or talents with certain backgrounds/expertise, please let me
know.

Thanks and regards,
Johnz

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