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Q. All right. This will be the deposition of

23

Jeffrey O. Henley taken pursuant to notice issued by
24

the United States. Mr. Henley, would you state your
25

full name for the record, please?
 

Henley 05-04-04 1

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  A. Jeffrey Owen Henley.
2

   
20

  A. My home is 1605 Alisa Lane, A-L-I-S-A, Lane in
21

Santa Barbara, California. My work address is 500
22

Oracle Parkway in Redwood Shores, California.
23

  Q. All right, sir. Could you give us a brief
24

description of your educational background?
25

  A. I grew up in Southern California, attended
 

Henley 05-04-04 2

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college at the University of California at Santa

2

Barbara. Got an economics degree. Then I got a
3

Master's in business administration at UCLA.
4

  Q. All right, sir. Approximately when was that?
5

  A. I graduated from Santa Barbara in '66 and I
6

got my MBA in 1967.
 

Henley 05-04-04 3

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Q. All right, sir. Now could you tell me how

9

long you have been with Oracle?
10

  A. Just over thirteen years.
11

  Q. All right, sir. So that would take us back to
12

about '91?
13

  A. March of '91 I joined.
14

  Q. All right, sir. What was your position with
15

Oracle in March of '91?
16

  A. The Chief Financial Officer. I have always
17

been the Chief Financial Officer during my tenure.
18

  Q. All right. At some point in time you took on
19

the additional title of Chairman of the Board?
20

  A. Yes. Very recently. I believe it was January
21

of this year.
 

Henley 05-04-04 4

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Q. Just so we're clear on the record, could you

4

describe generally what your responsibilities are in
5

your role as CFO?
6

  A. Right. So I have responsibility as Chief
7

Financial Officer of, obviously, all the financial
8

functions. So tax, treasury, controllership,
9

forecasting, so forth.
10

  And, as I just mentioned, I also have
11

responsibility for some other administrative
12

functions. So more of a management oversight. We
13

have a Chief Legal Officer, General Counsel. We have
14

a Chief Human Resource Officer. So they run those
15

functions but report through me to the company.
16

  So, again, HR, legal. I have a -- there is a
17

function called manufacturing distribution that
18

distributes our software and materials to customers.
19

I have -- we have a leasing business where we perform
20

a leasing function for some of our customers for their
21

technology. So that reports to me, as well.
22

  Q. Leasing what?
23

  A. Leasing our software. So customers want
24

payment plans, if you will, for buying our
25

technology. So we have a business to help provide
 

Henley 05-04-04 5

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1

financing if they don't care to do it themselves.
2

It's kind of a one-stop shopping idea.
 

Henley 05-04-04 6

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compensation because of this relationship?

2

  A.They actually have a reseller relationship.
3

So they go to the customers and actually have a right
4

to sell them our database and then send us a royalty
5

for the sale, on those sales, send part of that money
6

back to us.
7

  Q. Is that done just in Europe or is that true,
8

also, in the United States?
9

  A. I think it's global. I believe it's a global
10

agreement.
11

  Q. Do you know how long that relationship has
12

been in place?
13

  A. Many years. Many, many years. Maybe as long
14

as I have been here. If not, shortly thereafter. I
15

mean, it's been well over ten years.
21

 

Q. Do you have a relationship with any other

22

software applications vendor where you have people
23

that work with them to help them maximize their
24

software's interaction with your database?
25

  A. Absolutely. We have a number of applications
 

Henley 05-04-04 9

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companies who draw upon our resources, if they have

2

questions or want to have training or whatever. So we
3

have a bigger relationship at SAP only because they
4

are so large.
5

  So they have asked for more dedicated
6

resources over the years, and we've been happy to do
7

it, because it's to our benefit since they generate a
8

lot of business and generate a lot of Oracle database
9

business. But we make available to -- some form of
10

support to literally any company that wants to run
11

their application on our database.
12

  Q. But nobody else has a dedicated team actually
13

at their site?
14

  A. I don't know the answer to that. I am not
15

sure.
16

  Q. Okay. Does any other application software
17

vendor have a reseller relationship for your database
18

product, other than SAP?
19

  A. For our database product. I believe that --
20

again, I don't get involved in the pricing of this,
21

but my understanding is we have an option but now with
22

many ISVs. These are -- SAP would be an independent
23

software vendor, that's the term. Where they give us
24

a percentage of their deal, so we have an option.
25

  How many people use that option, I don't
 

Henley 05-04-04 10

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know. But if you go out and sell your software for

2

$50,000 to somebody and it runs on our database, you
3

give us X percent of the 50,000 as relating -- as a
4

payment for the fact the database is running the
5

application.
6

  So we actually have royalty payments we get
7

from many, many software companies. But SAP is by far
8

the largest. I mean, it's a disproportionate amount
9

of money we get from them.
25

  Q. Other than SAP, can you name any other
 

Henley 05-04-04 11

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software application vendors who have an arrangement

2

with you where you resell their database product in
3

exchange for a royalty?
4

  A. Where they resell our database?
5

  Q. Yes.
6

  A. I can't name them, but I'm positive there are
7

many. But, again, I'm told that we actually have got
8

a standardized fee deal now where we offer that. So I
9

believe there were a number of maybe small ones. I
10

just don't know. But I just don't know the names.
11

  Q. But SAP, as you said, would be probably the
12

biggest?
13

  A. Oh, yes, by far, because they are the biggest
14

applications company in the world.
15

  Q. Do you have any idea of what volume of sales
16

of your database that they make annually?
17

  A. I think they generate royalty payments back to
18

us of over a hundred million dollars a year. I mean,
19

it's enormous. They dwarf any other company in terms
20

of reporting royalties back to us.
 

Henley 05-04-04 12

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MR. SCOTT: Q. All right, sir. You have in

19

front of you a document which has been marked for
20

identification purposes as Plaintiffs' Exhibit 35.
21

It's a multipage document, which does not have
22

identification numbers other than on the front being
23

June 10, 2003. This was part of the 4C filings that
24

were submitted to the United States.
25

  The document is numbered on the bottom
 

Henley 05-04-04 13

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right-hand corner. It's 48 pages in length. The

2

first page says Board Presentation on M&A
3

Opportunities, April 14th, 2003.
4

  Do you see this?
5

  A. Yes.
6

  Q. Is this -- does this document have anything to
7

do with the board meeting that you talked about where
8

M&A opportunities were discussed?
9

  A. Yes.
10

  Q. And what is the relationship between that
11

board meeting and this document Exhibit-35?
12

  A. We periodically have had discussions, so we
13

decided at this board meeting we should update the
14

board and have a discussion about what potential M&A
15

ideas we had.
16

  Safra Catz made - led the discussion and
17

presented this package or presented some of these
18

documents to the board in terms of ideas that we had
19

about possible acquisitions.
20

  Q. And you are a member of the board?
21

  A. That's correct.
22

  Q. And were at that time?
23

  A. That's correct.
 

Henley 05-04-04 14

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  MR. SCOTT: Q. And this document, Exhibit-35,
14

was put together by the M&A group that works for
15

Ms. Catz?
16

  A. That's my - as well as her. I don't know
17

what role she played, but obviously she probably had
18

some role in terms of this, as well. But she has
19

people in her group that clearly helped her put this
20

together.
21

  Q. All right, sir. If you would look at page 3
22

of the document. Again, we're still talking about
23

Exhibit-35 to your deposition.
24

  On page 3, there is a chart headed Enterprise
25

Software Competitive Profile. Do you sec that?

Henley 05-04-04 15

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  A. Up here (indicating)?
2

  Q. Yes, sir.
3

  A. Yes, sir. Yes, I do.
4

  Q. Do you recall whether this document was the
5

subject of discussions with the board at the board
6

presentation?
7

 

A. I don't remember if we showed this particular
8

slide. They got a copy, I believe, of all of this. I
9

don't think we went through every slide. So I am --
10

but, I mean, it wouldn't surprise me if they presented
11

this. But clearly they were exposed to the
12

information.
13

 

Q. All right, sir. Do you have any understanding

14

of what it means across the top, the Key: No
15

Presence, Not Significant, Player, Competitive?
16

  A. Yeah. I think this was an attempt to kind of
17

take all these different areas where we either compete
18

or might want to compete, look across at some of the
19

larger competitors. There is, obviously, other
20

.smaller competitors that you just can't put everybody
21

on the list, and try to give visually some way of
22

saying, here is the landscape. Here is some of the

23

major competitors. Here is kind of where even Oracle
24

plays.
25

  But, I mean, there are some areas here where

Henley 05-04-04 16

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we don't play, but they were still listed because they
2

were areas where we have logically from time to time

3

thought about maybe going next.
4

  Q. Well, for example, when you have got on the
5

Key the indication, "No Presence," I take it that
6

would mean that the company that you are referring to
7

on the charts does not have a product?
8

 

A. Yeah. For instance, IBM - and, again, it's

9

an oversimplified chart. IBM actually does have a few
10

applications, but we don't think that they are
11

material, so we say "no presence."
12

  But, typically, they have a big business in
13

implementing other software for Siebold, us. They
14

bought PWC, so they are in the business of
15

implementing Oracle applications.
16

  They have an outsourcing business where they
17

run our applications. So, but yes, they don't have

18

any significant play in products per se in the
19

applications space.
20

. Q. Well, then we've got the presence here, the
21

next key point is Not Significant. So what is the
22

difference then, as you described it, between Not

23

Significant and No Presence on this chart?
24

  A. Again, I think the idea is sort of going up
25

the level of importance or amount of presence, at

Henley 05-04-04 17

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least at the present time. So it's kind of a way to

2

visually say they have something but at least for
3

right now they don't appear to have as much as some of
4

the other people on this chart.
5

  Q. Okay. And Player, what does that mean?
6

  A. There, again, going up this level that they
7

are clearly more presence than not significant, but
8

they are maybe not fully effective yet. So it's a way
9

 

of kind of rating the effectiveness of the

10

competition, at least.
11

  And, again, this is not meant to be so much
12

perspective as right here now a year ago when they put
13

this chart together. And, again, based on their
14

knowledge. Sometimes we have imperfect knowledge,
15

too.
16

  Q. And Competitive, what was meant by that on the
17

chart?

18

  A. Clearly, we see them here and now. We see
19

them a fair amount of time. So they are clearly one
20

.of the people we really are battling with right now in
21

the space that we're in, which changes, as well.
22

 

Again, I'd stress in every one of these spaces

23

there is many other competitors. There is a whole
24

bunch of business intelligence people that weren't
25

displayed on here.

Henley 05-04-04 18

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For instance, Business Objects, Cognos, I

2

mean, people that are really the major business
3

intelligence players don't even show up on this list.
4

This was meant really just to sort of a give a quick
5

overview to the board without getting into the details
6

of every segment.
7

  As you know, the bulk of this related to just
8

a few key people we thought would make sense to look
9

at. In fact, I just saw Business Objects on here. I

10

don't think they are even on this top screen here.
11

  Q. But they are listed as one of the --
12

  A. Yeah, but they are not on this chart you have
13

been making me go through here. It's clearly not all
14

inclusive chart of all the competitors or people that
15

are competitive or people who are players.
16

  Q. All right. So let me ask you to flip over, if
17

you would, in the document to Exhibit-35, page 36.
18

  A. (Complies.)
19

  Q. All right, sir. Was Lawson one of the
20

.companies, potential acquisition partners, that was
21

discussed at this board meeting?
22

 

A. I can't remember if we discussed it. I

23

believe we probably would have at least talked briefly
24

about it, I mean, in these meetings, these things
25

trigger a lot of conversation, and so typically you

Henley 05-04-04 19

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sort of, you know -- but I'm sure we must have at

2

least mentioned it.
3

  But, again, the whole pack was here, I just
4

don't remember what degree of discussion we would have
5

had about Lawson. But we wouldn't have put it in here
6

if we didn't think this was something we should think
7

about.

8

  Q. All right, sir. Do you know if there were
9

ever any discussions between Oracle and Lawsons
10

regarding potential acquisition?
11

  A. I don't know.
12

  Q. All right. So looking at the Lawson chart on
13

page 36 of Exhibit-35, under the heading Potential

14

Upside, there is a bullet point which states, "Focus
15

on mid-market services sector is complimentary to
16

Oracle's strengths," and then it goes on to say,
17

"Health care is strongest vertical with 21 percent of
18

customer base. Others include retail, 12 percent,

19

professional services, 8 percent, financial services,
20

. 8 percent, and public sector, 6 percent." Do you see
21

that?
22

 

A. I do.

23

  Q. Do you recall any discussions regarding Lawson
24

having a focus on mid-market services sector?
25

  A. Again, I don't remember the discussion but, I

Henley 05-04-04 20

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1

mean, it's ironic. I mean, clearly we misuse terms at

2

Oracle. When you talk about health care, clearly some
3

of their health care customers are hardly small
4

customers. Mayo Clinic Center, enormous, enormous
5

hospital chain.
6

  So we mix all kinds of terms here. But I
7

don't remember exactly what we would have discussed
8

about Lawson in the meeting.

9

  Q. So is it your testimony that the use of the
10

term "mid-market services sector" in the presentation
11

to the board on potential acquisition products is
12

somehow inaccurate in describing Lawson?
13

  A. I am saying that to use the word "mid-market"
14

and to put in below it health care is a vertical does
15

not imply that the only health care customers we serve
16

are mid-market customers. And, again, the whole word

17

mid-market, my experience in this industry is
18

everybody has a definition, differing definitions of
19

what mid-market means.
20

. But if the term, I think, generically means at
21

some point something smaller than large is what they
22

call. I don't know where you break that off.

23

Everybody has different definitions. Then I would
24

submit that Lawson sells lots of health care
25

organizations that are clearly not small or that are

Henley 05-04-04 21

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1

medium. They are large health care companies.

2

  So that's why I say to me if I were doing the
3

presentation I would have segmented health care off to
4

the side and never implied that that's a mid-market
5

sector.
6

  It's just like any other sector. There is
7

some large small hospitals and there are some very big
8

ones. There is big health care chains. So to me it's

9

just a little bit confusing.
10

  I am not trying to be critical of whoever put
11

this chart together, but it kind of makes two
12

different points under one bullet point, in my
13

opinion.
14

  Q. Do you recall any discussions at the board
15

meeting regarding this part of the study focusing
16

mid-market service sectors and talking about Lawson

17

health care was inaccurate?
18

  A. No, I don't. I'm just telling you since you
19

keep asking me about mid-market, I'm just telling you
20

.looking at the chart, thinking about it, I have no
21

idea if we even went through this particular chart at
22

the board meeting.

23

  Q. Do you know, are there health care companies
24

that you would consider to be in the mid-market?
25

  A. Again, in my definition, which I think

Henley 05-04-04 22

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1

everybody has their own definition, even in our

2

company, let alone industry analysts, I would say
3

there clearly are very small hospitals that might have
4

a hundred beds, and then there is very big hospitals
5

that might have 1200, 1500, and then there is
6

something like Mayo that actually has multiple
7

hospitals.

8

  So, at some point, you know, one is large, one
9

is small, and what's medium I have no idea. But
10

clearly the hospitals vary in size and scope and all
11

that sort of thing.
12

 

Q. What is your definition of mid-market?

13

  A. I have tended in the commercial side to think
14

of businesses around a quarter of a billion and
15

smaller. But, again, you can interview five people at
16

Oracle, and I bet you they will all give you a
17

different size. Different industry analysts, some
18

people say 500, some people 50.
19

  It's a term that I think is meant to be
20

.something less than very large. Then the breakdown is
21

how do you really define that. Everybody has a
22

different definition. At some point, where is this

23

break point?
24

 

Q. Okay. Do you believe that there is, in fact,

25

though, however you define it, a group of customers

Henley 05-04-04 23

00101

1

that you would define as being in the mid-market?

2

  MR. ROSCH: Object.
3

  THE WITNESS: I think there are customers that
4

are clearly significantly smaller than large
5

customers, and clearly -- at a minimum much smaller,
6

have many fewer employers and that sort of thing. And
7

then sometimes they are in one country.
8

 

So sometimes large connotes just an enormous

9

US company versus some small US company, or sometimes
10

large gets even more complicated because they are
11

multi-national.
12

  But I think there is clearly small customers,
13

there is medium customers, there is big customers. So

14

as I testified earlier about these break points, you
15

know, we've tended to recognize that there are
16

different kinds of customer needs, price driven, all
17

sorts of things, and so there is classic market
18

segmentation that goes on in our industry in terms of

19

kind of thinking about the differences between
20

customers.

Henley 05-04-04 24

00110

15

 

MR. SCOTT: Q. Why - do you have any

16

recollection as to why Oracle thought JD Edwards would
17

be a good fit as an acquisition partner?
18

  A. Again, the theme has been that we felt that
19

getting a stronger presence in the applications space
20

would be useful to us. So they were in the

21

applications space, along with Lawson, Peoplesoft, a
22

number of other -- Cerner, a number of other companies

23

that are in the package there.
24

 

So it was really in that spirit that it gives

25

us a bigger presence, a bigger foot print in the

Henley 05-04-04 25

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1

applications business.

2

  Q. Well, if you would look at page 26 of
3

Exhibit-35.
4

  A. Uh-huh.
5

  Q. Under the heading Potential Upside, the second
6

bullet point indicates one potential upside of Oracle
7

acquiring JD Edwards is it would be "addition of a
8

strong mid-market presence." Do you see that?

9

  A. Yes.
10

  Q. Do you recall any discussions about that?
11

  A. Whether this meeting -
12

  Q. At the board meeting.
13

  A. Again, I am not sure. I mean, clearly, we've
14

had discussions, but I don't know at the board meeting
15

if we talked specifically about that.
16

 

Q. Did you talk to anybody in any context other

17

than the board meeting about JD Edwards adding a
18

mid-market presence to your portfolio?
19

  A. I'm sure we have. I mean, JD Edwards had a
20

strong AS-400 base over the years. Clearly, the
21

AS-400 market IBM has huge presence in the AS-400
22

market that's on their hardware. It's clearly been

23

geared more towards either smaller customers or
24

divisions of big companies.
25

  But, I mean, it's classically -- you know, IBM

Henley 05-04-04 26

00112

1

had their mainframes and then they had their AS-400s.

2

Classic market segmentation on the part of IBM.
3

  JD Edwards had that business and then they got
4

into Unix and some other platforms, and they were
5

selling also to large customers.
6

  Q. When you talk about the AS-400 that JD Edwards
7

had a product for, and you said that that was used

8

primarily by smaller companies, what did you mean by
9

"smaller companies" in that context?
10

  A. Again, I don't know where you draw the line,
11

but typically either companies of, you know, a few
12

hundred people versus thousands and tens of thousands
13

or divisions of big companies that had chose to use

14

that platform.
15

  That platform has been around for years, and
16

there is many, many people who have used the AS-400
17

platform, and JD Edwards built a good business around
18

selling packaged applications on that platform.
25

  Q. When in Exhibit-35 it has the phrase that a

Henley 05-04-04 27

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1

potential upside is the addition of a strong

2

mid-market presence by acquiring JD Edwards, do you
3

know what definition is used there for mid-market?
4

  A. No. Again, I believe that it's the same. I
5

think everybody has got a difference, but in my mind
6

it connotes, you know, smaller to substantially
7

smaller organization size than, very large, large
8

organization size.

9

  Q. All right. And the significance of the
10

company's being smaller is what in the context of
11

segmenting the market, as you referred to it?
12

  A. Again, to me it's just numbers of people and
13

transactions. It's not necessarily a reflection of
14

complexity or sophistication. It can be that, too.
15

It can be a company that's just real simple and basic,
16

but I don't think that's the big -- the biggest thing

17

is just size, and ultimately budgets.
18

  There is a lot of people that actually want --
19

that's why we think we can do better and better with
20

our products if we can hit these price points.
21

  It's just you have to be -- you have to figure
22

out a way to hit a certain price point to get smaller

23

organizations interested or have enough budget to be
24

able to take on your products.
25

  Q. Is that the rationale behind running out the

Henley 05-04-04 28

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1

-- rolling out the Oracle standard product in Europe?

2

  A. That's what I told you earlier. That's
3

correct. It's very much geared towards simplification
4

and ultimately getting to a price point that we can be
5

competitive in smaller organizations.
6

  Q. Was the rollout of that product in Europe the
7

first time that you had actually come out with a

8

package of software that was configured in a way that
9

you thought would attract to smaller customers with
10

lower price points?
11

  A. It's one of a series of things we've tried
12

over time. We've had an active program in the United
13

States to try to sell to smaller companies. We've

14

organized a separate sales force for a number of
15

years. So there is a variety of techniques we've
16

tried to do to get focus to find different partners
17

who could implement cheaper.
18

  The distinction, I would say, with Standard
19

Edition was that in addition to that in Europe we

20

tried to say, okay, we will just sell it to this
21

channel and we will preconfigure a set of apps, and so
22

we will really, really go to the extreme here to see
23

if that will work. And if it works in Europe, then
24

maybe we can make it work in Asia, the Americas, and
25

so forth.

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  Q. You indicated that at some point in time you
2

had a separate sales force aimed at smaller
3

companies. Did I hear that right?
4

  A. Oh, absolutely.
5

  Q. Do you still have that?
6

  A. Effectively, yes.
7

 

Q. What does that mean?

8

  A. Well, we used to have a separate sales
9

management in the United States that we carved out.
10

We said, you people are what we call general
11

business.
12

  IBM has used that term over there, so people
13

have all kinds of terms: Mid-markel, general
14

business, whatever. But basically geared towards

15

smaller organizations who had, who are very price
16

sensitive. And so we think that the sales force has
17

to behave differently.
18

  They have to learn how to be very nimble, not
19

get involved in long sales cycles so that we can make
20

money with these small companies.
21

 

We worked with a different set of small local

22

implementers. So then we put the groups back together
23

again a couple years ago. But effectively, the way
24

the sales force in many of the cities works, there
25

still is a general business sales force. They just

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happen to be all part of one geography now.

2

  But you cut through it and there is still
3

managers and all they do and their sales reps is call
4

upon these smaller organizations. We think it's
5

important to be organized that way, because we have to
6

be very nimble.
7

 

The only way we can make money is we've got to

8

turn a lot of deals and we've got to learn how to use
9

different partners and that sort of thing. So there
10

is a segmentation in the way we think and the way we
11

focus.
12

  Q. You say that -- and you just used the term
13

"general business." That talks about the smaller

14

companies that you are hoping to be able to get price
15

points that are attractive for?
16

  MR. ROSCH: Objection.
17

  THE WITNESS: That's what we called the
18

organization that we at one time had in the US, our
19

general business sales force. We don't call it that

20

anymore, because it's been melded into the regular
21

sales force.
22

  But, effectively, that's the way they are
23

still organized in some of these markets. They still
24

have this sort of separate group of people that tend
25

to sell to smaller companies.

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We also have sales forces that sell to

2

industries. So it's very complex. There is some
3

people that have an industry focus and they may even
4

sell to smaller and large customers, too.
5

  MR. SCOTT: Q. But you indicated that the
6

folks that sell to the smaller businesses, the ones
7

that used to be called the general business sales

8

force, have to be more nimble and do a shorter sales
9

cycle so you folks can make money, right?
10

  A. Uh-huh.
11

  Q. What did you mean by that?
12

  A. That when you are selling to some big
13

companies sometimes they -- the sales cycles are much
14

longer, there is many more people involved, and so you

15

get used to a way of selling.
16

  You are trained as a salesperson to go through
17

all the steps of selling, and how - you can't afford
18

to do that in these small companies.
19

  So we've found that the mentality of a
20

salesperson who had sold to IBM or sold to some huge

21

company was - the way they are prepared, the way they
22

just thought, that it was almost counter intuitive for
23

them to now go out and now call on 20 customers in the
24

course of a year.
25

  And we're not the only people, by the way.

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