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UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF CALIFORNIA
SAN FRANCISCO DIVISION



UNITED STATES OF AMERICA, et al.,    

                  Plaintiffs,

                  v.

ORACLE CORPORATION,

                  Defendant.


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CASE NO. C 04-0807 VRW

JOINT STIPULATIONS OF FACT



The parties to this action stipulate to the following facts:

  1. Oracle Corp. ("Oracle") is a Delaware corporation with its principal place of business in Redwood City, California.
  2. Oracle provides organizations with database technology, enterprise software applications, related consulting services, and related products in the United States and abroad.

  3. Oracle markets and sells its products throughout the United States, and in each of the Plaintiff States, in regular, continuous, and substantial interstate commerce.

  4. Oracle has marketed its products to each of the Plaintiff States.

  5. Oracle markets its products within each of the Plaintiff States.

  6. Oracle transacts business and is found within the Northern District of California.

  7. PeopleSoft, Inc. ("PeopleSoft") is a Delaware corporation with its principal executive office in Pleasanton, California.

  8. PeopleSoft provides organizations with enterprise software applications and offers related consulting services in the United States and abroad.

  9. Oracle has initiated a tender offer for the shares of PeopleSoft.

  10. Human Resources Management software (HRM) and Financial Management Systems software (FMS) are types of enterprise applications software.

  11. Most organizations (including corporations, federal, state, and local government agencies, and non-profit organizations) automate their financial management and human resource functions.

  12. Employee records and benefits administration are some of the more common business functions addressed by HRM programs sold by software vendors.

  13. General ledger, accounts payable, and accounts receivable are some of the more common business functions addressed by FMS programs sold by software vendors.

  14. Many FMS and HRM software customers go through an extensive procurement process to identify qualified vendors and receive proposals for software solutions. The procurement process typically lasts from six to eighteen months and involves extensive interaction with software vendors, third party consultants, and others.

  15. References from similarly situated customers are used in marketing FMS and HRM solutions to certain customers.

  16. Oracle sells HRM and FMS solutions throughout the United States and around the world.

  17. PeopleSoft sells HRM and FMS solutions throughout the United States and around the world.

  18. SAP sells HRM and FMS solutions throughout the United States and around the world.


Dated: June 1, 2004 _______________/s/________________
Claude F. Scott, Esq.
Pam Cole, Esq. (CA Bar No. 208286)
U.S. DEPARTMENT OF JUSTICE
ANTITRUST DIVISION
450 Golden Gate Avenue, Rm. 10-0101
San Francisco, CA 94102-3478
(415) 436-6660
(415) 436-6683 (Fax)

Counsel for Plaintiff
United States of America



Dated: June 1, 2004

_______________/s/________________
Mark Tobey, Esq.
Assistant Attorney General
Office of the Attorney General
P.O. Box 12548
Austin, Texas 78711-2548
(512) 463-2185
(512) 320-0975 (Fax)

Mark J. Bennett, Esq.
Attorney General
State of Hawaii
425 Queen Street
Honolulu, Hawaii 96813
(808) 586-1600
(808) 586-1239 (Fax)

Timothy E. Moran, Esq.
Assistant Attorney General
Consumer Protection and Antitrust Division
One Ashburton Place
Boston, MA 02108
(617) 727-2200, ext. 2516
(617) 727-5765 (Fax)

Kristen M. Olsen, Esq.
Assistant Attorney General
Office of the Attorney General of Minnesota
445 Minnesota Street, Suite 1200
St. Paul, Minnesota 55101-2130
(651) 296-2921
(651) 282-5437 (Fax)

Jay L. Himes, Esq.
Chief, Antitrust Bureau
Office of the Attorney General of New York
120 Broadway, 26th Floor
New York, NY 10271
(212) 416-8282
(212) 416-6015 (Fax)

Todd A. Sattler, Esq.
Assistant Attorney General
Consumer Protection and Antitrust Division
600 E. Boulevard Ave., Dept. 125
Bismark, ND 58505-0040
(701) 328-2811
(701) 328-3535 (Fax)

Steven M. Rutstein, Esq.
Assistant Attorney General
55 Elm Street
Hartford, CT 06106
(860) 808-5169
(860) 808-5033 (Fax)

Paul F. Novak, Esq.
Assistant Attorney General In Charge
Special Litigation Division
Michigan Department of Attorney General
P.O. Box 30212
Lansing, MI 48909
(517) 335-4809
(517) 373-9860 (Fax)

Mitchell L. Gentile, Esq.
Assistant Attorney General
Antitrust Section
Office of the Attorney General
150 E. Gay St., 20th Floor
Columbus, OH 43215
(614) 466-4328
(614) 995-0266 (Fax)

Ellen S. Cooper, Esq.
Assistant Attorney General
Chief, Antitrust Division
State of Maryland
200 St. Paul Place, 19th Floor
Baltimore, MD 21202
(410) 576-6470
(410) 576-7830 (Fax)

Counsel for Plaintiff States


Dated: June 1, 2004

_______________/s/________________
Daniel M. Wall, Esq.
LATHAM & WATKINS LLP
505 Montgomery Street, Suite 1900
San Francisco, CA 94111-2562
(415) 391-0600
(415) 395-8095 (Fax)

Counsel for Oracle Corp.