UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

---

FORM 10-Q

---

[X]       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
             SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2005

OR

[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from ________to _________

Commission file number 0-20725

SIEBEL SYSTEMS, INC.
(Exact Name of Registrant as Specified in Its Charter)



|Delaware                                                       | 94-3187233                          
|-------------------------------------------------------------- | ------------------------------------
|(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.)

2207 Bridgepointe ParkwaySan Mateo, CA   94404

(650) 477-5000







Indicate by check mark whether the Registrant: (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the Registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES [X] NO [  ]

Indicate by check mark whether the Registrant is an accelerated filer (as defined
in Rule 12b-2 of the Exchange Act). YES [X] NO [  ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES [  ]      NO [X]

The number of shares outstanding of the Registrant's common stock, par value
      $.001 per share, as of October 27, 2005 was 529,091,606.






SIEBEL SYSTEMS, INC.
                                    FORM 10-Q
                 For the Quarterly Period Ended September 30, 2005

Table of Contents



|Part I.  Financial Information                                                                                                                                 | Page
|-------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----
|                                                                                                                                                               |     
|Item 1.   Financial Statements                                                                                                                                 |     
|                                                                                                                                                               |     
|Condensed Consolidated Balance Sheets as of
          
December 31, 2004 and September 30, 2005                                                                | 1   
|                                                                                                                                                               |     
|Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
          
    for the Three and Nine months Ended September 30, 2004 and 2005 | 2   
|                                                                                                                                                               |     
|Condensed Consolidated Statements of Cash Flows
          
    for the Nine Months Ended September 30, 2004 and 2005                                           | 3   
|                                                                                                                                                               |     
|Notes to Condensed Consolidated Financial Statements                                                                                                           | 4   
|                                                                                                                                                               |     
|Item 2.   Management's Discussion and Analysis of Financial
                      Condition and Results of Operations                                          | 24  
|                                                                                                                                                               |     
|Item 3.   Quantitative and Qualitative Disclosures About Market Risk                                                                                           | 64  
|                                                                                                                                                               |     
|Item 4. Controls and Procedures                                                                                                                                | 66  
|                                                                                                                                                               |     
|Part II.  Other Information                                                                                                                                   
|                                                                                                                                                               |     
|Item 1.   Legal Proceedings                                                                                                                                    | 67  
|                                                                                                                                                               |     
|Item 6.   Exhibits                                                                                                                                             | 68  
|                                                                                                                                                               |     
|Signature                                                                                                                                                      | 70  

---

Part I.  Financial Information

Item 1.  Financial Statements

SIEBEL SYSTEMS, INC.
Condensed Consolidated Balance Sheets
(in thousands, except per share data; unaudited)

`December 31,  September 30,
                                                                              2004           2005
                                                                          ------------- -------------
Assets

Current assets:                                                                                      
   Cash and cash equivalents...........................................   $    560,377  $    566,071
   Short-term investments..............................................      1,686,111     1,681,105
                                                                          ------------- -------------
          Total cash, cash equivalents and short-term investments......      2,246,488     2,247,176

   Accounts receivable, net............................................        293,527       229,190
   Deferred income taxes...............................................         17,542        23,526
   Prepaids and other..................................................         53,894        44,224
                                                                          ------------- -------------
          Total current assets.........................................      2,611,451     2,544,116

Property and equipment, net............................................         83,908        61,759
Goodwill...............................................................        208,306       296,897
Intangible assets, net.................................................         23,004        35,769
Other assets...........................................................         36,937        33,360
Deferred income taxes..................................................        123,828       116,487
                                                                          ------------- -------------
          Total assets.................................................   $  3,087,434  $  3,088,388
                                                                          ============= =============
                                                                                                     
Liabilities and Stockholders' Equity
                                                                                                     
Current liabilities:
   Accounts payable....................................................   $     10,048  $     20,346
   Accrued expenses....................................................        346,672       298,569
   Restructuring obligations...........................................         30,639        37,276
   Deferred revenue....................................................        357,223       315,170
                                                                          ------------- -------------
          Total current liabilities....................................        744,582       671,361

Restructuring obligations, less current portion........................         75,227       106,824
Other long-term liabilities............................................         20,981        24,084
                                                                          ------------- -------------
          Total liabilities............................................        840,790       802,269
                                                                          ------------- -------------

Commitments and contingencies                                                                        

Stockholders' equity:
  Common stock; $0.001 par value; 2,000,000 shares authorized;
     508,953 and 528,010 shares issued and outstanding, respectively...            509           528
  Additional paid-in capital...........................................      1,635,652     1,765,748
  Deferred compensation................................................         (2,993)      (13,747)
  Accumulated other comprehensive income...............................         70,541        22,989
  Retained earnings....................................................        542,935       510,601
                                                                          ------------- -------------
          Total stockholders' equity...................................      2,246,644     2,286,119
                                                                          ------------- -------------
          Total liabilities and stockholders' equity...................   $  3,087,434  $  3,088,388
                                                                          ============= =============`

See accompanying notes to consolidated financial statements.

---



SIEBEL SYSTEMS, INC.
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
(in thousands, except per share data; unaudited)

`Three Months Ended    Nine Months Ended
                                                                            September 30,         September 30,
                                                                        --------------------- ----------------------
                                                                           2004       2005       2004        2005
                                                                        ---------- ---------- ----------- ----------
Revenues:
   Software license...................................................  $ 104,579  $ 112,128  $  326,207  $ 265,434
   Professional services, maintenance and other.......................    212,507    235,729     621,225    694,958
                                                                        ---------- ---------- ----------- ----------
       Total revenues.................................................    317,086    347,857     947,432    960,392
                                                                        ---------- ---------- ----------- ----------
Cost of revenues:
   Software license...................................................      3,010      4,327       9,054     12,107
   Professional services, maintenance and other.......................    109,146    118,773     325,410    352,581
                                                                        ---------- ---------- ----------- ----------
       Total cost of revenues.........................................    112,156    123,100     334,464    364,688
                                                                        ---------- ---------- ----------- ----------
            Gross margin..............................................    204,930    224,757     612,968    595,704
                                                                        ---------- ---------- ----------- ----------
Operating expenses:
   Product development................................................     70,310     64,036     219,070    211,901
   Sales and marketing................................................     76,668     92,469     241,618    270,889
   General and administrative.........................................     27,243     23,607      76,587     76,033
   Restructuring and other charges....................................      6,742      8,477       6,307     83,044
   Purchased in-process product development...........................         --         --       6,000     10,890
                                                                        ---------- ---------- ----------- ----------
       Total operating expenses.......................................    180,963    188,589     549,582    652,757
                                                                        ---------- ---------- ----------- ----------
            Operating income (loss)...................................     23,967     36,168      63,386    (57,053)
                                                                        ---------- ---------- ----------- ----------
Other income (expense), net:
   Interest and other income, net.....................................     11,698     16,930      33,804     49,013
   Interest expense...................................................       (174)       (97)       (728)      (748)
                                                                        ---------- ---------- ----------- ----------
       Total other income (expense), net..............................     11,524     16,833      33,076     48,265
                                                                        ---------- ---------- ----------- ----------
            Income (loss) before income taxes.........................     35,491     53,001      96,462     (8,788)
Income taxes..........................................................     17,161     18,286      39,631     10,504
                                                                        ---------- ---------- ----------- ----------
            Net income (loss).........................................  $  18,330  $  34,715  $   56,831  $ (19,292)
                                                                        ========== ========== =========== ==========

Diluted net income (loss) per share...................................  $    0.03  $    0.06  $     0.11  $   (0.04)
                                                                        ========== ========== =========== ==========
Basic net income (loss) per share.....................................  $    0.04  $    0.07  $     0.11  $   (0.04)
                                                                        ========== ========== =========== ==========

Shares used in diluted share computation..............................    533,303    545,213     540,416    518,833
                                                                        ========== ========== =========== ==========
Shares used in basic share computation................................    506,706    524,856     503,983    518,833
                                                                        ========== ========== =========== ==========
Comprehensive income (loss):
Net income (loss).....................................................  $  18,330  $  34,715  $   56,831  $ (19,292)
Other comprehensive income (loss), net of taxes:
   Foreign currency translation adjustments...........................      4,354      1,014      (2,305)   (39,882)
   Realized loss (gain) on marketable investments previously
      recognized in other comprehensive income........................        (88)        94      (1,198)       308
   Unrealized gain (loss) on investments, net.........................      3,690     (4,595)     (5,781)    (7,977)
                                                                        ---------- ---------- ----------- ----------
       Other comprehensive income (loss)..............................      7,956     (3,487)     (9,284)   (47,551)
                                                                        ---------- ---------- ----------- ----------
            Total comprehensive income (loss).........................  $  26,286  $  31,228  $   47,547  $ (66,843)
                                                                        ========== ========== =========== ==========`

See accompanying notes to consolidated financial statements.

---



SIEBEL SYSTEMS, INC.
Condensed Consolidated Statements of Cash Flows
(in thousands; unaudited)

`Nine Months Ended
                                                                                 September 30,
                                                                           --------------------------
                                                                                2004         2005
                                                                           ------------- ------------
Cash flows from operating activities:
   Net income (loss)...................................................... $     56,831  $   (19,292)
   Adjustments to reconcile net income (loss) to net cash
    provided by operating activities:
      Write-off of property and equipment abandoned in restructuring......        1,908        4,376
      Write-off of purchased in-process product development...............        6,000       10,890
      Depreciation and other amortization.................................       84,356       47,507
      Amortization of identifiable intangible assets......................        7,219        9,117
      Stock-based compensation, net.......................................        2,494        5,725
      Provision for (recovery of) doubtful accounts and sales returns.....         (939)          --
      Tax benefit from exercise of stock options..........................       10,400       51,379
      Deferred income taxes...............................................       (1,647)        (871)
      Unrealized foreign currency gain....................................       (4,002)     (32,360)
      Net realized loss (gain) on cost-method investments.................        1,820       (1,900)
      Net realized loss (gain) on marketable investments..................       (1,997)         285
      Changes in operating assets and liabilities:
         Accounts receivable..............................................       53,857       68,833
         Prepaids and other...............................................        9,279       12,279
         Accounts payable and accrued expenses............................       (2,136)     (60,440)
         Restructuring obligations........................................      (38,120)      38,153
         Deferred revenue.................................................        5,539      (37,309)
                                                                           ------------- ------------
           Net cash provided by operating activities......................      190,862       96,372
                                                                           ------------- ------------
Cash flows from investing activities:
   Purchases of short-term investments....................................   (1,398,049)    (634,287)
   Sales and maturities of short-term investments.........................    1,168,428      616,029
   Purchases of property and equipment, net...............................       (7,790)     (10,038)
   Proceeds from sale of venture investments..............................           --        4,998
   Purchase consideration for acquired businesses, net of cash received...      (76,556)    (108,345)
                                                                           ------------- ------------
           Net cash used in investing activities..........................     (313,967)    (131,643)
                                                                           ------------- ------------
Cash flows from financing activities:
   Proceeds from issuance of common stock.................................       57,368       62,165
   Dividends paid to shareholders.........................................           --      (13,042)
   Repayments of capital lease obligations................................       (9,398)      (5,775)
                                                                           ------------- ------------
           Net cash provided by financing activities......................       47,970       43,348
                                                                           ------------- ------------
Effect of exchange rate fluctuations on cash..............................       (1,823)      (2,383)
                                                                           ------------- ------------
Change in cash and cash equivalents.......................................      (76,958)       5,694
Cash and cash equivalents, beginning of period............................      546,542      560,377
                                                                           ------------- ------------
Cash and cash equivalents, end of period.................................. $    469,584  $   566,071
                                                                           ============= ============`

See accompanying notes to consolidated financial statements.

---

SIEBEL SYSTEMS, INC.
                                                  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                                  (Unaudited)



Summary of Significant Accounting Policies



Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of Siebel
Systems, Inc. and its wholly owned subsidiaries (the "Company").  The accompanying unaudited condensed consolidated
financial statements have been prepared on substantially the same basis as the audited consolidated financial statements included in
the Company's Annual Report on Form 10-K for the year ended December 31, 2004.  Certain information and disclosures normally
included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States have
been condensed or omitted pursuant to the rules and regulations regarding interim financial statements.  All amounts included herein
related to the condensed consolidated financial statements as of September 30, 2005 and the three and nine months ended September
30, 2004 and 2005 are unaudited.  These unaudited condensed consolidated financial statements should be read in conjunction with
the audited consolidated financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the
year ended December 31, 2004.

In the opinion of management, these unaudited condensed consolidated financial statements include all
adjustments, consisting only of normal recurring adjustments, except as otherwise noted, necessary for their fair presentation.  The
interim results presented are not necessarily indicative of results for any subsequent quarter or for the year ending December 31, 2005.
Certain prior year amounts have been reclassified to conform to the current year presentation.

Use of Estimates

The Company's condensed consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the United States.  The preparation of these financial statements requires that the Company
make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of
contingent assets and liabilities.  On an on-going basis, the Company evaluates its estimates, including those related to revenue
recognition, provision for doubtful accounts and sales returns, fair value of investments, fair value of acquired intangible assets and
goodwill, useful lives of intangible assets and property and equipment, income taxes, restructuring obligations, and contingencies and
litigation, among others.  The Company bases its estimates on historical experience and on various other assumptions that are believed
to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets
and liabilities that are not readily apparent from other sources.  Actual results could differ significantly from the estimates made by
management with respect to these and other items.

Accounting for Income Taxes

Historically, the Company has calculated the provision for income taxes in interim periods using an
estimate of the annual effective tax rate. In the second quarter of 2005, the Company concluded that as a result of the uncertainty of
license revenues for the remainder of the year, and the fact that the Company's income tax rate is highly dependent upon accurate
license revenue projections due to relatively large nondeductible expenses, a small variation in projected net income could have a
significant impact on the Company's effective tax rate.  Accordingly, consistent with footnote 7 of Financial Accounting Standards Board
("FASB") Interpretation No. 18, "Accounting for Income Taxes in Interim Periods," the provision for income taxes
in the accompanying unaudited condensed statements of operations for the three and nine months ended September 30, 2005 is based
on the actual effective tax rate for the three- and nine-month period.

Stock-Based Compensation

The Company accounts for its employee stock-based compensation plans using the intrinsic value method,
as prescribed by APB No. 25 "Accounting for Stock Issued to Employees" and interpretations thereof (collectively referred to
as "APB 25").  Accordingly, the Company records deferred compensation costs, if any, related to its stock-based
compensation as follows (all references in this document to market price on the date of grant have the meaning set forth in the
applicable plan):

- Stock options—The Company records and measures deferred compensation for stock options granted to
its employees and members of its Board of Directors when the market price of the underlying stock exceeds the exercise price of the
stock option on the date of grant.  The Company records and measures deferred compensation for stock options granted to
non-employees based on the fair value of the stock options.
- Restricted stock and restricted stock units ("RSUs")—The Company records and measures
deferred compensation for restricted stock and RSUs based on the market price of the Company's common stock on the date of grant.

Deferred compensation is expensed on a straight-line basis over the respective vesting period of the equity
instrument.  The terms of the Company's stock options and restricted stock grants vary, but most commonly provide for ratable vesting
over five years, with 20% of the underlying shares vesting one year from grant and the remaining shares vesting 5% quarterly
thereafter.  The terms of the Company's RSU grants also vary, but generally provide for the underlying shares to vest over a period of
approximately one to five years.  The Company did not grant any stock options at exercise prices below the fair market value of the
Company's common stock during any period presented.

An alternative to the intrinsic value method of accounting for stock-based compensation is the fair value
approach prescribed by SFAS No. 123 "Accounting for Stock-Based Compensation," as amended by SFAS No. 148
"Accounting for Stock-Based Compensation—Transition and Disclosure" (collectively referred to as "SFAS
123").  If the Company followed the fair value approach, the Company would record deferred compensation based on the fair
value of the stock option on the date of grant as determined using the Black-Scholes option valuation model.  The deferred
compensation calculated under the fair value method would then be amortized on a straight-line basis over the respective vesting
period of the stock option.

As required by SFAS 123, the Company has prepared a reconciliation of its earnings as reported on the
statement of operations to the earnings that the Company would have reported if it had followed SFAS 123 in accounting for its
stock-based compensation arrangements.  In accordance with SFAS 123, in preparing this reconciliation the Company has first added back
all stock-based compensation expense reflected in its statement of operations, then deducted the stock-based employee compensation
expense determined under SFAS 123.  Summarized below are the pro forma effects on the Company's earnings and earnings per
share as if the Company had elected to use the fair value approach prescribed by SFAS 123 to account for its employee stock-based
compensation plans, including its employee stock purchase plan (the "Purchase Plan") (in thousands, except per share
data):

`Three Months Ended      Nine Months Ended
                                                                  September 30,           September 30,
                                                             ----------------------  ---------------------
                                                                 2004       2005         2004       2005
                                                             ---------- -----------  ---------- ----------
Net income (loss):                                                                                        
  As reported............................................... $  18,330  $   34,715   $  56,831  $ (19,292)
                                                             ---------- -----------  ---------- ----------
Compensation expense related to:
  Stock options dilutive to stockholders:                                                                 
    Stock-based compensation accounted for under APB 25.....       386       1,202       2,494      5,725
    In-the-money stock options and restricted stock units...      (584)     (5,519)     (3,140)   (17,587)
    Stock purchase rights under the Purchase Plan...........    (2,554)     (2,047)     (8,071)    (6,441)
                                                             ---------- -----------  ---------- ----------
       Subtotal.............................................    (2,752)     (6,364)     (8,717)   (18,303)
                                                             ---------- -----------  ---------- ----------
  Stock options not dilutive to stockholders:                                                             
    Out-of-the-money stock options..........................   (31,062)    (16,133)   (106,132)   (63,556)
    Stock options forfeited in connection with terminations.    (4,047)         --     (15,810)    (1,896)
                                                             ---------- -----------  ---------- ----------
       Subtotal.............................................   (35,109)    (16,133)   (121,942)   (65,452)
                                                             ---------- -----------  ---------- ----------
       Total pro forma expense giving effect to SFAS 123....   (37,861)    (22,497)   (130,659)   (83,755)
                                                             ---------- -----------  ---------- ----------
  Tax benefit related to SFAS 123 expense...................        --          --          --      2,287
                                                             ---------- -----------  ---------- ----------
  Pro forma net income (loss) giving effect to SFAS 123..... $ (19,531) $   12,218   $ (73,828) $(100,760)
                                                             ========== ===========  ========== ==========

Diluted net income (loss) per share:                                                                      
  As reported............................................... $    0.03  $     0.06   $    0.11  $   (0.04)
                                                             ========== ===========  ========== ==========

  Pro forma giving effect to SFAS 123....................... $   (0.04) $     0.02   $   (0.15) $   (0.19)
                                                             ========== ===========  ========== ==========


Basic net income (loss) per share:                                                                        
  As reported............................................... $    0.04  $     0.07   $    0.11  $   (0.04)
                                                             ========== ===========  ========== ==========

  Pro forma giving effect to SFAS 123....................... $   (0.04) $     0.02   $   (0.15) $   (0.19)
                                                             ========== ===========  ========== ==========`

The Company has provided a tax benefit on the pro forma expense in the above table in a manner
consistent with the Company's accounting for deferred tax assets resulting from the exercise of employee stock options in the
accompanying unaudited condensed consolidated financial statements.  Accordingly, the Company has not provided a tax benefit on
the pro forma expense in the above table during the three or nine months ended September 30, 2004, or the three months ended
September 30, 2005.

During the first quarter of 2005, the Company was able to utilize certain net operating loss
("NOL") carryforwards associated with stock option exercises that occurred in previous years as part of a settlement with the
IRS.  Please refer to Note 4 for further discussion of this settlement.  As a result of the utilization of these NOLs, the Company has
reflected a $51.4 million increase to additional paid-in capital in the accompanying unaudited condensed consolidated financial
statements during the nine months ended September 30, 2005.  In accordance with SFAS 123, the Company's tax benefit in the above
table associated with this utilization of NOLs is limited to the lesser of the actual tax benefit in the Company's income tax return or the
SFAS 123 pro forma expense associated with these same options.  As a result of the tax benefit exceeding the SFAS 123 pro forma
expense, the Company's pro forma tax benefit was limited to $2.3 million compared to the $51.4 million tax benefit reflected as an
increase to additional paid-in capital.

In-the-money stock options in the above table have exercise prices below the closing price of the
Company's common stock as of the end of each of the respective periods, and out-of-the-money stock options have exercise prices
equal to or greater than the closing price of the Company's common stock as of the end of each of the respective periods.  The closing
prices as of September 30, 2004 and 2005 were $7.54 and $10.33, respectively.

As the table above illustrates, total pro forma expense for stock options includes $35.1 million and $121.9
million of expense during the three and nine months ended September 30, 2004, respectively, and $16.1 million and $65.5 million of
expense during the three and nine months ended September 30, 2005, respectively, related to (i) stock options forfeited by employees
upon termination for no consideration and (ii) stock options that are significantly out of the money (e.g., the weighted-average exercise
price of the out-of-the-money stock options was $20.89, compared to a closing price of $10.33 per share as of September 30, 2005).
These items represented 93% of the pro forma expense for both the three and nine months ended September 30, 2004, and 72% and
78% of the pro forma expense for the three and nine months ended September 30, 2005, respectively.

The Company determined the assumptions used in computing the fair value of its stock options and stock
purchase rights issued under its Purchase Plan as follows:

Expected Life

In determining the appropriate expected life of its stock options, the Company segregates its optionholders
into the following categories: (i) CEO and members of its Board of Directors, (ii) officers and (iii) non-officer employees.  The Company
determined these categories based on its experience that its CEO, officers and members of its Board of Directors generally hold stock
options for longer periods than its non-officer employees.

The Company estimated the expected useful lives for each of these categories giving consideration to (i)
the weighted average vesting periods (e.g., options that vest over five years have a weighted-average vesting period of 2.7 years), (ii)
the contractual lives of the stock options, (iii) the relationship between the exercise price and the fair market value of the Company's
common stock, (iv) expected employee turnover, (v) the expected future volatility of the Company's common stock, and (v) past and
expected exercise behavior, among other factors.

For the nine months ended September 30, 2005, the Company's weighted average expected life
assumption increased compared to 2004, primarily due to (i) an increase in the weighted average vesting period and (ii) the continued
low levels of volatility of the Company's common stock (i.e., lower volatility historically has resulted in a longer stock option life).  The
weighted average vesting period was relatively consistent from the third quarter of 2004 to the third quarter of 2005.

Volatility

The Company estimated expected volatility by giving consideration to the expected useful lives of the stock
options, the Company's current expected growth rate, implied expected volatility in traded options for the Company's common stock,
and recent volatility of the Company's common stock, among other factors.  In considering these factors, the Company noted that (i) the
stock market in general, and its common stock in particular, have continued to become less volatile; and (ii) implied volatility in traded
options for the Company's common stock has continued to decrease relative to previous periods.

Risk-Free Interest Rate

The Company estimated the risk-free interest rate using the U.S. Treasury bill rate for the relevant
expected life.

Dividend Yield

Given the pendency of the acquisition of the Company by Oracle Corporation as discussed in Note 3
below, the Company does not plan to grant further dividends. Therefore the Company has calculated the annual dividend yield at 0%
for use in the valuation of stock options granted in the third quarter of 2005.

The fair value of stock options was estimated on the date of grant using the Black-Scholes option valuation
model with the following weighted average assumptions:

`Three Months Ended     Nine Months Ended
                                   September 30,          September 30,
                               ---------------------  ---------------------
                                  2004       2005        2004       2005
                               ---------- ----------  ---------- ----------
Risk-free interest rate.......      3.06 %     4.00 %      3.00 %     4.05 %
Expected life (in years)......       3.7        3.5         3.4        3.8
Expected volatility...........        41 %       35 %        41 %       38 %
Dividend yield................        --         --          --        0.3 %`

Using the Black-Scholes option valuation model, stock options granted during the three and nine months
ended September 30, 2004 had weighted average fair values of $2.60 and $3.20 per share, respectively, as compared to weighted
average fair values of $2.66 and $2.98 per share during the three and nine months ended September 30, 2005, respectively.

The fair value of employees' stock purchase rights granted under the Purchase Plan was estimated using
the Black-Scholes option valuation model with the following weighted average assumptions:

`Three Months Ended     Nine Months Ended
                                   September 30,          September 30,
                               ---------------------  ---------------------
                                  2004       2005        2004       2005
                               ---------- ----------  ---------- ----------
Risk-free interest rate.......      1.71 %     3.74 %      1.40 %     3.22 %
Expected life (in years)......       0.5        0.5         0.5        0.5
Expected volatility...........        46 %       34 %        46 %       36 %`

The weighted average fair value of the common stock purchase rights granted under the Purchase Plan
during the three and nine months ended September 30, 2004 was $2.22 and $2.85 per share, respectively, as compared to a weighted
average fair value of $2.13 and $2.20 per share during the three and nine months ended September 30, 2005, respectively, including
the 15% discount from the quoted market price.

Recent Accounting Pronouncements

Stock-Based Compensation

In December 2004, the FASB issued SFAS No. 123 (Revised 2004) "Share-Based Payment"
("SFAS 123R"), a revision to SFAS 123.  SFAS 123R addresses all forms of share-based payment ("SBP")
awards, including shares issued under the Purchase Plan, stock options, restricted stock, restricted stock units and stock appreciation
rights.  SFAS 123R will require the Company to record compensation expense for SBP awards based on the fair value of the SBP
awards.

Under SFAS 123R, restricted stock and restricted stock units will generally be valued by reference to the
market value of freely tradable shares of the Company's common stock.  Stock options, stock appreciation rights and shares issued
under the Purchase Plan will generally be valued at fair value determined through an option valuation model, such as a lattice model or
the Black-Scholes option valuation model (the model that the Company currently uses for its footnote disclosure).  SFAS 123R is
effective for annual fiscal periods beginning after June 15, 2005 and, accordingly, the Company must adopt the new accounting
provisions effective January 1, 2006.  Upon adoption of SFAS 123R, the Company expects that the on-going application of SFAS 123R
subsequent to adoption will result in a reduction to its quarterly stated earnings for 2006 of up to $30.0 million per quarter.

Income Taxes

In December 2004, the FASB issued two FASB Staff Positions ("FSP") related to the
recently enacted American Jobs Creation Act of 2004 ("AJCA").  FSP No. 109-1 "Application of FASB Statement No.
109, Accounting for Income Taxes, to the Tax Deduction on Qualified Production Activities" ("FSP 109-1") requires
companies that qualify for a deduction for domestic production activities under the AJCA to account for the deduction as a special
deduction under FASB Statement No. 109.

FSP No. 109-2 "Accounting and Disclosure Guidance for the Foreign Earnings Repatriation Provision
within the American Jobs Creation Act of 2004" ("FSP 109-2") allows companies additional time to evaluate whether
foreign earnings will be repatriated under the repatriation provisions of the AJCA and requires specified disclosures for companies
needing the additional time to complete the evaluation.  Once a decision is made to repatriate the foreign earnings, companies must
reflect the deferred tax liabilities attributable to foreign earnings in the period that the decision is made to remit those earnings.  Based
on the Company's analysis to date, it is reasonably possible that the Company may repatriate between zero and approximately $156
million of foreign earnings, with the associated tax liability ranging between zero and approximately $9 million.

Accounting Changes and Error Corrections

In June 2005, the FASB issued SFAS No. 154 "Accounting Changes and Error Corrections, a
replacement of APB Opinion No. 20, Accounting Changes, and Statement No. 3, Reporting Accounting Changes in Interim Financial
Statements" ("SFAS 154").  SFAS 154 will require companies to account for and apply changes in accounting
principles retrospectively to prior periods' financial statements, instead of recording a cumulative effect adjustment within the period of
the change, unless it is impracticable to determine the effects of the change to each period being presented.  SFAS 154 is effective for
accounting changes made in annual periods beginning after December 15, 2005 and, accordingly, the Company must adopt the new
accounting provisions effective January 1, 2006.  The Company does not expect the adoption of SFAS 154 to have a material effect on
its financial position, results of operations or cash flows.

Restructuring Obligations and Other Charges

During 2002, 2003 and 2004, the Company initiated a series of restructurings designed to better align its
operating structure with expected revenue levels (the "2002 Restructuring," the "2003 Restructuring" and the
"2004 Restructuring," respectively).  The 2002 Restructuring and 2003 Restructuring included the following key measures:
(i) the reduction of the Company's workforce across all functional areas; (ii) the consolidation of its excess facilities; (iii) the
abandonment of certain long-lived assets, including leasehold improvements, furniture and fixtures; and (iv) the transfer of certain
technical support, quality assurance and other product development positions to labor markets with lower cost structures.  The 2004
Restructuring consisted primarily of the consolidation of additional facilities (located primarily in North America and Asia Pacific) and the
abandonment of the related leasehold improvements and furniture and fixtures.

In order to continue to reduce expense levels and to further improve the Company's operating margins, the
Company initiated additional restructurings of its operations during the second and third quarters of 2005 (the "2005
Restructurings" and collectively with the 2002 Restructuring, the 2003 Restructuring, and the 2004 Restructuring, the
"Restructurings").  The 2005 Restructurings included the following key actions: (i) the reduction of the Company's workforce
across all functional areas; (ii) the consolidation of its excess facilities; and (iii) the abandonment of certain long-lived assets, including
leasehold improvements, furniture and fixtures.  As a result of the 2005 Restructurings, the Company realized quarterly expense
savings of approximately $6.4 million in the third quarter of 2005, and expects to realize on-going total quarterly expense savings of
approximately $7.1 million, beginning in the fourth quarter of 2005.

The following table summarizes the restructuring and related expenses incurred during the nine months
ended September 30, 2005, and the remaining obligations related to the Restructurings as of December 31, 2004 and September 30,
2005 (in thousands):

`Employee          Facility-           Asset
                                                               Termination        Related          Abandonment
                                                               Costs (1)          Costs (2)          Costs (3)          Total
                                                           ------------------ ------------------ ------------------ -------------
Restructuring obligations, December 31, 2004.............. $             265  $         105,601  $              --  $    105,866

Restructuring and related expenses:
  Recognized related to the 2005 Restructurings (4).......             6,307             51,005              4,378        61,690
  Recognized related to changes in estimates (5)..........                --             12,262                 --        12,262
  Accretion related to the Restructurings (6).............                --              1,937                 --         1,937
                                                           ------------------ ------------------ ------------------ -------------
     Total (7)............................................             6,307             65,204              4,378        75,889
Cash payments.............................................            (3,816)           (31,127)                --       (34,943)
Non-cash charges..........................................                (2)            (1,109)            (4,378)       (5,489)
Deferred rent liability (8)...............................                --              2,777                 --         2,777
                                                           ------------------ ------------------ ------------------ -------------
Restructuring obligations, September 30, 2005............. $           2,754  $         141,346  $              --  $    144,100
                                                           ================== ================== ==================
     Less: Restructuring obligations, short-term..........                                                                37,276
                                                                                                                    -------------
     Restructuring obligations, long-term.................                                                          $    106,824
                                                                                                                    =============`

(1) The costs associated with the Company's workforce reductions consist primarily of severance payments,
COBRA benefits, payroll taxes and other associated termination costs incurred in connection with the 2003 and 2005 Restructurings.
As of September 30, 2005, the remaining obligations relate to approximately 40 employee terminations that have yet to be completed
worldwide.  The Company expects to complete these terminations in 2005 and 2006.

(2) The costs associated with the Company's facilities consolidation primarily relate to lease termination costs,
costs associated with satisfying remaining lease commitments, and expected brokerage and other re-letting costs, partially offset by
estimated sublease income.  Additionally, the Company recorded a non-cash charge equal to the prepaid rent related to the
restructured properties.

(3) As part of the consolidation of the Company's facilities, certain leasehold improvements, furniture and
fixtures were abandoned.  As a result, the Company recorded a non-cash charge equal to the net book value of these abandoned
assets in restructuring and related expenses.

(4) In accordance with SFAS 146, the Company recorded the facility-related expenses incurred in the 2005
Restructurings after giving effect to the net present value of the related obligations.

(5) The Company revised its estimated obligations with respect to the facility-related expenses incurred in the
2002 Restructuring and 2003 Restructuring during the nine months ended September 30, 2005.  Similarly, during the three months
ended September 30, 2005, the Company revised its estimated obligations with respect to the facility-related expenses incurred in the
restructuring initiated in the second quarter of 2005.  Due primarily to the real estate markets in which the Company operates remaining
at depressed levels longer than originally anticipated, the Company extended the estimated sublease commencement dates and/or
reduced the estimated sublease rates on certain restructured properties. Partially offsetting these reductions in estimated sublease
income were favorable changes in estimates that resulted from the Company entering into subleases sooner and/or at higher sublease
rates than originally anticipated on certain other restructured properties.

(6) The Company will continue to accrete its obligations related to the Restructurings to the then present value
and, accordingly, will recognize additional accretion expense as a restructuring and related expense in future periods.

(7) The following is a summary of the net restructuring and related expenses recognized during the three and
nine months ended September 30, 2005 (in thousands):

`Six Months         Three Months         Nine Months
                                                                  Ended               Ended               Ended
                                                             June 30, 2005     September 30, 2005  September 30, 2005
                                                           ------------------  ------------------  ------------------ 
Restructuring and related expenses:
  2005 Restructuring-related.............................. $          52,783   $           8,907   $          61,690
  Changes in estimates....................................            12,761                (499)             12,262
  Accretion...............................................               952                 985               1,937
                                                           ------------------  ------------------  ------------------
     Total restructuring and related expenses............. $          66,496   $           9,393   $          75,889
                                                           ==================  ==================  ==================`

(8) The Company reclassified to restructuring obligations the previously recorded deferred rent liability related
to the restructured properties.

Restructuring and related expenses were approximately $6.7 million and $6.3 million for the three and nine
months ended September 30, 2004, respectively, primarily related to the consolidation of the Company's excess facilities and the
abandonment of certain long-lived assets.  During the first six months of 2004, the Company revised it's estimates of employee
termination costs with respect to the 2003 Restructuring due primarily to higher than expected voluntary terminations.

The following table summarizes the time period in which the Company anticipates settling its remaining
restructuring obligations as of September 30, 2005 (in thousands):

`Leases              Other               Estimated          Total
                                                               in the           Restructuring-         Sublease       Restructuring
                                                           Restructurings (1)  Related Costs (2)       Income (3)       Obligations
                                                           ------------------  ------------------  ------------------ -------------
Three months ending December 31, 2005..................... $           7,162   $           6,630   $          (3,237) $     10,555
Year ending December 31, 2006.............................            41,756              12,062             (15,598)       38,220
Year ending December 31, 2007.............................            35,011               8,685             (15,047)       28,649
Year ending December 31, 2008.............................            34,031               9,180             (19,625)       23,586
Year ending December 31, 2009.............................            31,524               8,518             (21,302)       18,740
Year ending December 31, 2010, and thereafter.............           145,766              40,293            (139,234)       46,825
                                                           ------------------  ------------------  ------------------ -------------
     Total restructuring obligations, gross............... $         295,250   $          85,368   $        (214,043)      166,575
                                                           ==================  ==================  ==================
     Future accretion (4).................................                                                                 (22,475)
                                                                                                                      -------------
     Present value of minimum lease payments..............                                                                 144,100
     Less: Restructuring obligations, short-term..........                                                                  37,276
                                                                                                                      -------------
     Restructuring obligations, long-term portion.........                                                            $    106,824
                                                                                                                      =============`

(1) Represents the Company's remaining lease commitments related to properties included in the
Restructurings.

(2) Consists primarily of (i) estimated operating costs (i.e., common area maintenance and property taxes)
associated with restructured properties, (ii) estimated commissions associated with anticipated subleases of the restructured properties,
and (iii) the remaining obligations related to employee termination costs.

(3) The Company estimated sublease income and the related timing thereof based upon the opinions of
independent real estate consultants, current market conditions, the status of negotiations with potential subtenants, and the location of
the respective facilities, among other factors. The Company's estimates of sublease income may vary significantly from actual amounts
realized depending, in part, on factors which may be beyond the Company's control, such as the time periods required to locate and
contract suitable subleases and the market rates at the time of such subleases.  As of September 30, 2005, approximately $42.2 million
of the sublease income presented in the table above is contracted by subtenants.

(4) The Company has reduced the facility-related obligations associated with the 2003 Restructuring, 2004
Restructuring, and 2005 Restructurings to their net present value. Future accretion represents the interest component of these
obligations and will be recognized in future periods by the Company as an additional restructuring and related expense and as an
increase in the carrying amount of the 2003 Restructuring, 2004 Restructuring, and 2005 Restructuring obligations.

The total restructuring charge and related cash outlay are based on management's current estimates,
which may change materially if further consolidations are required or if actual lease-related expenditures or sublease income differ from
amounts currently expected.  The Company will review the status of its restructuring activities quarterly and, if appropriate, record
changes to its restructuring obligations in current operations based on management's most current estimates.

Other Charges

Concurrent with the 2005 Restructurings, the Company has recorded additional charges totaling
approximately $7.2 million in the accompanying unaudited condensed consolidated statements of operations during the nine months
ended September 30, 2005.   These expenses relate primarily to severance payments and accelerated RSU vesting associated
with the resignation of the Company's previous Chief Executive Officer, and compensation associated with the appointment of the
Company's new Chief Executive Officer, in April 2005.

Merger with Oracle Corporation

On September 12, 2005, Oracle Corporation ("Oracle") entered into a definitive Agreement and
Plan of Merger (the "Merger Agreement") with the Company. The Merger Agreement provides that, upon the terms and
subject to the conditions set forth in the Merger Agreement, Sierra Merger Sub Inc., a wholly owned subsidiary of Ozark Holding Inc.
(the "Holding Company"), will merge with and into the Company, with the Company as the surviving corporation of such
merger and Ozark Merger Sub Inc., a wholly owned subsidiary of the Holding Company, will merge with and into Oracle, with Oracle as
the surviving corporation of such merger (collectively the "Merger"). As a result of the Merger: (i) the Company and Oracle
will each become a wholly owned subsidiary of the Holding Company and (ii) the Company's stockholders will receive $10.66 per share
in cash for each Company share held, unless they elect to receive Oracle common stock, but no more than 30% of the Company's
common shares may be exchanged for Oracle common stock. In the event that stockholders holding more than 30% of the Company's
common stock elect to receive Oracle common stock, the equity consideration will be pro-rated. Consummation of the Merger is subject
to customary closing conditions, including antitrust approvals and approval by the Company's stockholders. Thomas M. Siebel, who
holds approximately seven percent of the Company's outstanding common stock, has entered into an agreement requiring him to vote
in favor of the Merger.

Under the terms of the Merger Agreement, the Company may be required to pay Oracle a termination fee in
the amount of $140 million in cash in the following circumstances:

- the Merger Agreement is (1) terminated by Oracle or the Company because the Company's stockholders
fail to adopt the Merger Agreement and approve the transaction, (2) prior to the stockholders' meeting, a third party publicly announces
and does not withdraw a competing acquisition proposal for the Company and (3) within 12 months of termination of the Merger
Agreement the Company completes a competing acquisition proposal or enters into an agreement providing for a competing acquisition
proposal which transaction is ultimately completed;
- the Merger Agreement is terminated by Oracle because the Company's Board of Directors withdraws its
recommendation to the Company's stockholders to adopt the Merger Agreement and approve the transaction or modifies its
recommendation in a manner adverse to Oracle; or
- the Merger Agreement is terminated because the Company accepts, or enters into a written agreement for
a transaction constituting, a superior proposal made by a third party.

The foregoing description of the Merger Agreement is qualified in its entirety by reference to the full text of
the Merger Agreement.

The Company has incurred merger-related expenses associated with its pending merger with Oracle
totaling $1.6 million in the three months ended September 30, 2005, which were principally comprised of legal fees, and are included in
General and administrative expenses in the accompanying unaudited condensed consolidated statements of operations.

On October 24, 2005, the Company received a Request for Additional Information (also known as a
"Second Request") from the United States Department of Justice (the "DOJ"), pursuant to the Hart-Scott-Rodino Antitrust Improvements Act, in
connection with its contemplated acquisition by Oracle.  The Company is cooperating in full with the DOJ.

Commitments and Contingencies

Legal Actions

Regulation FD

On May 6, 2003, the Enforcement Division staff ("Staff") of the Securities & Exchange
Commission ("SEC") contacted the Company and indicated that a May 1, 2003 article on CBS MarketWatch had raised
questions regarding the Company's compliance with Regulation FD.  In August 2003, the Staff notified the Company and two of its
officers of the Staff's preliminary decision to recommend that the SEC take enforcement action against the Company and these officers
in regard to statements allegedly made prior to and during an April 30, 2003 dinner.  In response, the Company and its officers filed
submissions with the SEC that the Company believes contained numerous meritorious defenses to these allegations.  Despite these
submissions, on June 29, 2004, the SEC filed a lawsuit in the United States District Court of the Southern District of New York against
the Company and the two officers alleging, among other things, that the Company and its officers violated Regulation FD in connection
with the statements described above.  The SEC sought an order that imposes permanent injunctions, civil penalties and other equitable
relief.

In September 2004, the Company filed a motion to dismiss the complaint.  A hearing on the motion
occurred on March 15, 2005.  On September 1, 2005, the Court granted the Company's motion to dismiss the case in
its entirety.  The SEC has decided not to appeal this ruling, and the deadline to appeal has passed.

Stock Option Grant Inquiry

On March 7, 2005, the SEC provided the Company with a copy of an order of investigation regarding
certain stock option grants by a number of companies, including the Company.  The SEC has advised the Company that this is a
confidential fact finding inquiry and has confirmed that the issuance of the order does not indicate that it has concluded that the
Company has violated any securities laws.  The Company intends to cooperate with the SEC as this investigation continues to develop.
The Company is unable to estimate the potential financial impact this matter could have on the Company.  As such, in accordance with
SFAS No. 5, "Accounting for Contingencies" ("SFAS 5"), no amount has been accrued in the accompanying
unaudited condensed consolidated financial statements with respect to this matter.

Shareholder Class Actions

On March 10, 2004, William Wollrab, on behalf of himself and purportedly on behalf of a class of the
Company's stockholders, filed a complaint in the United States District Court for the Northern District of California against the Company
and certain of its officers relating to predicted adoption rates of Siebel v7.0 and certain customer satisfaction surveys.  This complaint
was consolidated and amended on August 27, 2004, with the Policemen's Annuity and Benefit Fund of Chicago being appointed to
serve as lead plaintiff.  In October 2004, the Company filed a motion for dismissal of this case, which was granted on January 28, 2005
with leave to amend.  Plaintiffs in this case filed an amended complaint on February 28, 2005, and the Company filed a motion to
dismiss the amended complaint on April 27, 2005.  A hearing on the motion occurred on November 4, 2005.

On April 12, 2004, Pamela Plotkin, on behalf of herself and purportedly on behalf of a class of the
Company's stockholders, filed a complaint in the Superior Court of California (the "Superior Court") against the Company
and members of the Company's Board of Directors on similar claims described above.  The Superior Court dismissed the complaint by
Ms. Plotkin on September 23, 2004, but gave Ms. Plotkin leave to file a new, amended complaint, which was subsequently filed by Ms.
Plotkin.  The Superior Court dismissed the amended complaint on December 28, 2004, but again gave Ms. Plotkin leave to file a new,
amended complaint.  Ms. Plotkin filed a new amended complaint on January 14, 2005.  On February 2, 2005, the parties to this
complaint agreed to stay (i.e., place on hold) the entire case until the motion to dismiss the amended complaint in the federal class
action has been decided.

On September 12, 2005, Gloria Showers, on behalf of herself and purportedly on behalf of a class of the
Company's stockholders, and Sheldon Miller, on behalf of himself and purportedly on behalf of a class of the Company's stockholders,
each filed a complaint in the Superior Court of California against the Company and members of the Company's Board of Directors
relating to the proposed Merger of the Company and Oracle.  On September 15, 2005, Robert Corwin, on behalf of himself and
purportedly on behalf of a class of the Company's stockholders, filed a complaint in the Superior Court of California against the
Company and members of the Company's Board of Directors on similar claims.  The complaints allege in substance that the directors
breached their fiduciary duties in agreeing to the proposed Merger for failing to maximize stockholder value.  The Miller and Corwin
complaints also name Oracle as a defendant on the ground that it aided and abetted the alleged violations.

These complaints seek injunctive relief and damages together with interest and reimbursement of costs
and expenses of litigation.  The Company believes the allegations in each of these actions are without merit and it intends to defend
vigorously against these claims.  The Company is unable to estimate the potential financial impact these matters could have on the
Company.  As such, in accordance with SFAS 5, no amounts have been accrued in the accompanying unaudited condensed
consolidated financial statements with respect to these matters.

Employee Class Action

On January 15, 2004 and May 5, 2004, Zhiyu Zheng, a former employee, as representative of a recently
certified class of Siebel Software Engineers and Senior Software Engineers, filed a First Amended Complaint and Second Amended
Complaint, respectively, in the United States District Court for the Northern District of California against the Company, claiming that
based on their job duties, Siebel Software Engineers and Senior Software Engineers do not meet exemption criteria as defined under
California law, and as such are owed back wages, overtime pay, and certain other benefits.  The Company believes the allegations in
this action are without merit and it intends to defend vigorously against this claim.  The Company is unable to estimate the potential
financial impact this matter could have on the Company.  As such, in accordance with SFAS 5, no amounts have been accrued in the
accompanying unaudited condensed consolidated financial statements with respect to this matter.

General

The Company is subject to legal proceedings and claims, either asserted or unasserted, which arise in the
ordinary course of business.  While the outcome of these proceedings and claims cannot be predicted with certainty, management does
not believe that the outcome of any pending legal matter will have a material adverse effect on the Company's consolidated financial
position, although results of operations or cash flows could be affected in a particular period.

Income, Payroll and Sales and Use Tax Audits

Income Tax Audits

In March 2005 the Company received formal notification from the Internal Revenue Service
("IRS") that its examination of the Company's U.S. federal income tax returns for 1998 through 2000 had been completed.
The final settlement with the IRS was consistent with the preliminary settlement disclosed in the Company's Annual Report on Form 10-K
for the year ended December 31, 2004.  As a result of the settlement, the Company was able to utilize certain NOL carryforwards
associated with stock option exercises that occurred in previous years.  The majority of the final settlement of $54.3 million was offset
by available NOL carryforwards of $51.4 million associated with previous exercises of stock options.  The Company has reflected the
utilization of these NOLs as an increase to additional paid-in capital in the accompanying unaudited condensed consolidated financial
statements.  The remaining portion of the settlement is expected to result in a cash outlay for interest of approximately $2.9 million,
which has been accrued by the Company.

The Company's U.S. federal income tax returns for 2001 through 2003 remain under examination by the
IRS.  While the final resolution of this on-going examination of the Company's U.S. federal income tax returns for 2001 through 2003
remains uncertain, the Company believes it has made adequate provision in the accompanying unaudited condensed consolidated
financial statements for any adjustments that the IRS has or may propose.  Based on currently available information, management
believes that the ultimate outcome of these examinations will not have a material adverse effect on the Company's financial position,
cash flows or results of operations.

Payroll Taxes

In July 2005, the IRS completed its examination of the Company's U.S. payroll tax returns for 1999 through
2001 and issued an assessment of $60.8 million primarily for penalties.  This assessment primarily relates to the timing of the payment
of taxes associated with stock option exercises.  The Company notified the IRS that it does not agree with the IRS' findings.  The
Company plans to appeal this assessment and defend itself vigorously.  While the final resolution of this issue is uncertain, based on
currently available information, the Company believes it has made adequate provision in the accompanying unaudited condensed
consolidated financial statements for any adjustments that may result from the IRS audit of these U.S. payroll tax returns.

Indirect (Sales, Use and Value Added) Taxes

The Company's sales and use tax returns in various states in the United States for 2000 through 2003 and
certain international sales and value added tax returns for 2002 through 2004 are currently under examination and/or review by the
applicable taxing authorities.  While the final resolutions of these on-going examinations are uncertain, the Company believes it has
made adequate provision in the accompanying unaudited condensed consolidated financial statements for any adjustments that may
result from the audits of these tax returns.

Summary

The Company may receive assessments related to the audits and/or reviews of its U.S. and foreign income
tax returns, payroll tax returns, and indirect tax returns that exceed amounts provided for by the Company.  In the event of such an
assessment, there exists the possibility of a material adverse impact on the Company's results of operations for the period in which the
matter is ultimately resolved or an unfavorable outcome becomes probable and reasonably estimable.  Due to the uncertainty
surrounding the audit/review process, there exists the possibility that the Company may incur costs in excess of amounts already
recognized; however, the amount of such additional loss, if any, is not currently estimable.

Contingent Termination Fee Related to Merger with Oracle Corporation

Under the terms of the Merger Agreement, the Company may be required to pay Oracle a termination fee in
the amount of $140 million in cash under certain circumstances.  Please refer to Note 3 for further discussion of the termination
fee.

Indemnifications

The Company sells software licenses and services to its customers under contracts which the Company
refers to as Software License and Service Agreements (each an "SLSA").  Each SLSA contains the key terms of the
contractual arrangement with the customer, and generally includes certain provisions for indemnifying the customer against losses,
expenses and liabilities from damages that may be awarded against the customer in the event the Company's software is found to
infringe upon a patent, copyright, trademark or other proprietary right of a third party.  The SLSA generally limits the scope of, and
remedies for, such indemnification obligations in a variety of industry-standard respects, including but not limited to certain time- and
geography-based scope limitations and the right to replace an infringing product.

The Company believes its internal development processes and other policies and practices are designed to
limit its exposure related to the indemnification provisions of the SLSA.  In addition, the Company requires its employees to sign a
proprietary information and inventions agreement, which, with limited exception, assigns the rights to its employees' development work
to the Company.  To date, the Company has not had to reimburse any of its customers for any losses related to these indemnification
provisions and no material claims are outstanding as of September 30, 2005.  For several reasons, including the lack of prior
indemnification claims and the lack of a monetary liability limit for certain infringement claims under the SLSA, the Company cannot
determine the amount of potential future payments, if any, related to such indemnification provisions.

Lease Obligations

As of September 30, 2005, the Company leased facilities and certain equipment under non-cancellable
operating leases expiring between 2005 and 2022.  The Company also leases certain assets, primarily computer equipment, under
capital leases expiring in 2008.  Future minimum lease payments under both operating and capital leases as of September 30, 2005
are as follows (in thousands):

`Capital            Operating
                                                                  Leases              Leases
                                                           ------------------  ------------------   
Three months ending December 31, 2005..................... $           2,467   $          18,887
Year ending December 31, 2006.............................             2,704              55,767
Year ending December 31, 2007.............................             2,713              54,844
Year ending December 31, 2008.............................               560              54,069
Year ending December 31, 2009.............................                --              53,013
Year ending December 31, 2010, and thereafter.............                --             251,423
                                                           ------------------  ------------------
     Total minimum lease payments.........................             8,444   $         488,003
                                                                               ==================
     Amounts representing interest........................              (628)
                                                           ------------------
     Present value of minimum lease payments..............             7,816
     Less: capital lease obligations, short-term
        portion (included in accrued expenses)............             4,158
                                                           ------------------
     Capital lease obligations, long-term portion
       (included in other long-term liabilities).......... $           3,658
                                                           ==================`

Operating lease commitments related to properties included in the Restructurings are not reflected in the
above table, as the Company has reflected the fair value of these obligations in the accompanying unaudited condensed consolidated
balance sheet under the caption "restructuring obligations."  Please refer to Note 2 for further discussion of the restructuring
obligations.

Acquisitions, Goodwill and Intangible Assets

The following is a summary of the Company's acquisitions during 2004 and 2005, each of which has been
accounted for as a purchase:

2005 Acquisitions

Acquisition of edocs, Inc.

On January 14, 2005, the Company acquired all of the issued and outstanding shares of edocs, Inc.
("edocs"), a leading provider of electronic bill presentment and customer self-service software solutions, for initial
consideration of approximately $118.5 million ("Initial Purchase Price").  The Initial Purchase Price consisted of the
following: (i) the payment of cash consideration of $101.7 million; (ii) purchase consideration payable of $15.0 million (subsequently
paid in the second quarter of 2005); and (iii) transaction costs of $1.8 million, consisting primarily of professional fees incurred related to
investment bankers, attorneys, accountants and valuation advisors.  As of September 30, 2005, the Company had paid the Initial
Purchase Price.

In the event certain revenue targets and other contractual milestones defined in the purchase agreement
are met for 2005, the Company could be required to pay up to an additional $42.5 million in cash to the former shareholders of edocs.
Any amounts paid by the Company to the former edocs shareholders will likely be recorded as an increase to goodwill.

edocs' solutions enable companies to improve customer service and increase customer loyalty while
reducing the cost of serving their customers.  Companies use edocs' solutions to move the most common customer inquiries and
transactions—such as billing, account management and service order issues—from expensive channels such as paper
correspondence and contact center calls to lower-cost self-service and assisted care channels such as the web, email and chat.

The Company believes that edocs' existing technology and certain products and functionality under
development by edocs at the time of purchase will enhance the Company's current self-service offerings.  The Company plans to
integrate its CRM solutions with edocs' customer service and electronic bill presentment applications to deliver one of the industry's
most comprehensive self-service solutions enabling companies to drive higher levels of customer satisfaction and adoption.

The Company allocated the Initial Purchase Price to the tangible net assets and liabilities and intangible
assets acquired, based on their estimated fair values.  Under the purchase method of accounting, the Initial Purchase Price does not
include the contingent earnout amounts described above.  The Initial Purchase Price has been allocated as follows (in thousands):

`Tangible assets:                                                                                    
   Cash and cash equivalents.............................. $          10,081
   Accounts receivable and other current assets...........            15,883
   Property and equipment.................................             1,747
   Other assets, long-term................................                30
                                                           ------------------
        Total tangible assets.............................            27,741
                                                           ------------------                       
Intangible assets:                                                                                  
   Acquired technology....................................            20,270
   Customer relationships.................................             3,260
   Customer contracts.....................................               120
   Acquired in-process research and development ("IPR&D").            10,890
   Goodwill...............................................            82,166
                                                           ------------------
        Total intangible assets...........................           116,706
                                                           ------------------                       
Liabilities assumed:                                                                                
   Accounts payable and accrued liabilities...............            (9,938)
   Accrued purchase price and acquisition-related expenses           (16,800)
   Deferred revenue.......................................            (8,639)
   Deferred tax liability.................................            (7,342)
                                                           ------------------
        Total liabilities assumed.........................           (42,719)
                                                           ------------------
        Net assets acquired............................... $         101,728
                                                           ==================`

In performing the purchase price allocation of acquired intangible assets, the Company considered its
intention for future use of the assets, analyses of historical financial performance and estimates of future performance of edocs'
products, among other factors.  In addition to identifiable intangible assets, the Company also purchased certain technologies being
developed by edocs at the time of the acquisition, which is commonly referred to as In-Process Research and Development
("IPR&D").  The IPR&D acquired primarily related to edocs' products designed specifically for the
telecommunications, healthcare and credit card industries.

Because the IPR&D had not yet reached technological feasibility and had no alternative future use,
the Company reflected a $10.9 million expense under the heading "purchased in-process product development" in the
accompanying unaudited condensed statements of operations during the first quarter of 2005.  At the date of the Company's
acquisition of edocs, there were six products under development, with the estimated percentage completion for each of these products
ranging from approximately 50% to 75%.  Subsequent to the acquisition, the Company incurred approximately $2.3 million related to
the development of these products, four of which were substantially completed by September 30, 2005.  The Company has ceased
development of the remaining two products.

The Company determined the fair values of identifiable intangible assets and the IPR&D using the
"income" valuation approach and discount rates ranging from 15% to 32%.  The discount rates selected were based
in part on considerations of the rate of return implied by the purchase price and the risk associated with achieving forecasted cash flows
for edocs.  Further, the Company also considered risks associated with achieving anticipated levels of market acceptance and
penetration, successful completion of various research and development efforts, market growth rates and risks related to the impact of
potential changes in future target markets.

The acquired technology and customer contract intangible assets are currently being amortized over their
estimated useful lives of four years and one year, respectively, using the straight-line method.  The customer relationship intangible
assets are currently being amortized over their estimated useful lives of six years based on the greater of the straight-line method or the
estimated customer attrition rates.

The excess of the purchase price over the fair value of the identifiable tangible and intangible net assets
acquired of $82.2 million was assigned to goodwill.  In accordance with SFAS No. 142 "Goodwill and Other Intangible
Assets" ("SFAS 142"), goodwill will not be amortized but will be tested for impairment at least annually. This amount is
not deductible for tax purposes.

The following table presents unaudited summarized combined results of operations of the Company and
edocs, on a pro forma basis, as though the companies had been combined as of January 1, 2004.  Because the acquisition was
completed near the beginning of the first quarter of 2005, the pro forma information for 2005 would not differ materially from the actual
results of the Company presented herein and therefore has not been included below.  The operating results of edocs have been
included in the Company's condensed consolidated financial statements from the date of acquisition.  The following unaudited pro
forma amounts are in thousands, except the per share amounts:

`Three Months         Nine Months
                                                                 Ended                Ended
                                                           September 30, 2004  September 30, 2004
                                                           ------------------  ------------------   
Total revenues............................................ $         329,215   $         981,515
Net income................................................ $          14,214   $          45,378
Diluted net income per share.............................. $            0.03   $            0.08`

The above unaudited pro forma summarized results of operations are intended for informational purposes
only and, in the opinion of management, are neither indicative of the financial position or results of operations of the Company had the
acquisition actually taken place as of January 1, 2004, nor indicative of the Company's future results of operations.  In addition, the
above unaudited pro forma summarized results of operations do not include IPR&D charges or potential cost savings from
operating efficiencies or synergies that may result from the Company's acquisition of edocs.

2004 Acquisitions

Acquisition of Eontec Limited

On April 20, 2004, the Company acquired all of the outstanding issued share capital of Eontec Limited
("Eontec"), a global provider of multichannel retail banking solutions, for initial cash consideration of $73.6 million (the
"Initial Consideration").  The Initial Consideration consisted of the following: (i) the payment of cash consideration of $70.0
million for all of the outstanding securities of Eontec; and (ii) transaction costs of $3.6 million, consisting primarily of professional fees
incurred related to investment bankers, attorneys, accountants and valuation advisors.

During the third quarter of 2005 it was determined that as a result of Eontec meeting certain
revenue-related targets as defined in the purchase agreement, the Company is required to pay the former holders of Eontec common stock
additional consideration of $15.7 million. Amounts payable to the former holders of Eontec common stock have been recorded as an
increase to goodwill in the accompanying unaudited condensed consolidated financial statements.  Also during the third quarter of
2005, the Company resolved certain outstanding matters with the former holders of Eontec common stock and certain business
partners, which, in accordance with SFAS No. 141 "Business Combinations", resulted in the Company recording a decrease
to goodwill of $1.5 million in the accompanying unaudited condensed consolidated financial statements.

The following table presents unaudited summarized combined results of operations of the Company and
Eontec, on a pro forma basis, as though the companies had been combined as of January 1, 2004.  Because the acquisition was
completed near the beginning of the second quarter of 2004, the results of Eontec for the third quarter of 2004 are included in the actual
results of the Company presented herein and therefore actual results for the three months ended September 30, 2004 have not been
separately included below.  The operating results of Eontec have been included in the Company's condensed consolidated financial
statements from the date of acquisition.  The following unaudited pro forma amounts are in thousands, except the per share
amount:

`Nine Months
                                                                  Ended
                                                           September 30, 2004
                                                           ------------------                                        
Total revenues............................................ $         949,933
Net income................................................ $          49,500
Diluted net income per share.............................. $            0.09`

The above unaudited pro forma summarized results of operations are intended for informational purposes
only and, in the opinion of management, are neither indicative of the financial position or results of operations of the Company had the
acquisition actually taken place as of January 1, 2004, nor indicative of the Company's future results of operations.  In addition, the
above unaudited pro forma summarized results of operations do not include IPR&D charges or potential cost savings from
operating efficiencies or synergies that may result from the Company's acquisition of Eontec.

2003 Acquisitions

Acquisition of UpShot Corporation

On November 3, 2003, the Company acquired all of the outstanding shares of UpShot Corporation
("UpShot"), a leading provider of a hosted CRM service, for initial cash consideration of $56.0 million.  Further information
regarding the UpShot acquisition is disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2004.
During the three months ended September 30, 2005, the Company entered into an agreement with the former holders of UpShot
common stock and certain former employees of UpShot.  In the event certain revenue, revenue-related and product delivery targets
defined in the agreement are met by June 30, 2007, the Company could be required to pay up to $6.2 million to the former holders of
UpShot common stock and $6.2 million to the former employees of UpShot.  Amounts paid by the Company under this agreement are
being recorded when earned.  Based on the amounts earned through September 30, 2005, the Company has recorded $2.2 million in
Cost of Professional services, maintenance and other and $2.2 million in Sales and marketing expenses in the accompanying
unaudited condensed consolidated financial statements.

Intangible Assets and Goodwill

Goodwill

The changes in the carrying amount of goodwill during the nine months ended September 30, 2005 were
as follows (in thousands):

`Balance as of December 31, 2004........................... $         208,306
Purchase of edocs.........................................            82,166
Net adjustments related to acquisition of Eontec..........            14,165
Foreign currency fluctuation..............................            (7,740)
                                                           ------------------
Balance as of September 30, 2005.......................... $         296,897
                                                           ==================`

The Company tests its goodwill for impairment annually on July 1 and more frequently upon the occurrence
of certain events in accordance with the provisions of SFAS 142.

Intangible Assets

Intangible assets as of December 31, 2004 and September 30, 2005, along with their weighted average
useful lives as of September 30, 2005, are as follows (in thousands, except years):

`Wtd. Avg.
                                                              December 31,        September 30,           Life
                                                                  2004                2005             (in Years)
                                                           ------------------  ------------------   -----------------
Gross assets:                                                                                                        
   Acquired technology.................................... $          14,103   $          32,941                 4.3
   Customer relationships.................................            12,673              15,385                 5.6
   Customer contracts.....................................             2,880               2,649                 4.7
   Non-compete agreements.................................               750                 750                 2.0
                                                           ------------------  ------------------   -----------------
      Intangible assets, gross............................            30,406              51,725                 4.7
                                                           ------------------  ------------------                    

Accumulated amortization:                                                                                            
   Acquired technology....................................            (2,696)             (8,131)
   Customer relationships.................................            (3,425)             (5,757)
   Customer contracts.....................................              (937)             (1,443)
   Non-compete agreements.................................              (344)               (625)
                                                           ------------------  ------------------
      Total accumulated amortization......................            (7,402)            (15,956)
                                                           ------------------  ------------------
        Intangible assets, net............................ $          23,004   $          35,769
                                                           ==================  ==================`

The Company is amortizing its intangible assets as follows: (i) acquired technology, customer contracts and
non-compete agreements are currently being amortized over their estimated useful lives using the straight-line method; and (ii)
customer relationship intangible assets are currently being amortized over their estimated useful lives based on the greater of the
straight-line method or the estimated customer attrition rates.  Based on identified intangible assets recorded as of September 30, 2005
and assuming no subsequent impairment of the underlying assets, amortization expense is expected to be as follows (in
thousands):

`Period
----------------------------------------------------------                                          
Three months ending December 31, 2005..................... $           2,872
Year ending December 31, 2006.............................            10,595
Year ending December 31, 2007.............................             9,581
Year ending December 31, 2008.............................             9,337
Year ending December 31, 2009.............................             2,692
Year ending December 31, 2010, and thereafter.............               692
                                                           ------------------
     Total................................................ $          35,769
                                                           ==================`

Net Income (Loss) per Share

The following is a reconciliation of the number of shares used in the basic and diluted net income (loss) per
share computations for the periods presented (in thousands):

`Three Months Ended     Nine Months Ended
                                                                             September 30,         September 30,
                                                                         --------------------  ---------------------
                                                                            2004       2005       2004       2005
                                                                         ---------  ---------  ----------  ---------
Shares used in basic net income (loss) per share computation............  506,706    524,856     503,983    518,833
Effect of dilutive potential common shares resulting from
   stock options........................................................   26,592     20,208      36,388         --
Effect of dilutive potential common shares resulting from restricted
  stock units and common stock subject to repurchase....................        5        149          45         --
                                                                         ---------  ---------  ----------  ---------
Shares used in diluted net income (loss) per share computation..........  533,303    545,213     540,416    518,833
                                                                         =========  =========  ==========  =========`

Shares used in the diluted net income (loss) per share computation in the above table include the dilutive
impact of the Company's stock equivalents (i.e., stock options, restricted stock and RSUs). For the nine months ended September 30,
2005, the Company reported a net loss, and excluded the impact of its common stock equivalents in the computation of dilutive
earnings, as their effect would be anti-dilutive.  The dilutive impact of the Company's common stock equivalents for the three months
ended September 30, 2005, and for the three and nine months ended September 30, 2004, is calculated using the treasury stock
method, based on the average share price of the Company's common stock during these periods of $8.93, $7.84 and $10.65 per share,
respectively.  Under the treasury stock method, the proceeds that would be hypothetically received from the exercise of all stock
options with exercise prices below the average share price of the Company's common stock are assumed to be used to repurchase
shares of the Company's common stock.

The Company excludes all potentially dilutive securities from its diluted earnings per share computation
when their effect would be anti-dilutive. The following common stock equivalents were excluded from the earnings per share
computation, as their inclusion would have been anti-dilutive (in thousands):

`Three Months Ended     Nine Months Ended
                                                                             September 30,         September 30,
                                                                         --------------------  ---------------------
                                                                            2004       2005       2004       2005
                                                                         ---------  ---------  ----------  ---------
Stock options excluded due to the exercise price exceeding
  the average fair value of the Company's common stock
  during the period.....................................................   85,856     57,800      60,430     56,642
Weighted average common stock equivalents, calculated using
  the treasury stock method, that were excluded due to the
  Company reporting a net loss during the period........................       --         --          --     24,100
                                                                         ---------  ---------  ----------  ---------
Total common stock equivalents excluded from diluted net
  income (loss) per share computation...................................   85,856     57,800      60,430     80,742
                                                                         =========  =========  ==========  =========`

Under the treasury stock method, stock options with exercise prices exceeding the average share price of
the Company's common stock during the applicable period are excluded from the diluted earnings per share computation. These stock
options had weighted average exercise prices of $18.14 and $21.93 per share during the three and nine months ended September 30,
2004, respectively, and weighted average exercise prices of $19.69 per share for both the three and nine months ended September 30,
2005.  In addition, as discussed above, stock options with exercise prices equal to or below the average fair value of the Company's
common stock were excluded from the diluted earnings per share computation for the nine months ended September 30, 2005,
because the Company reported a net loss for that period.  The weighted average fair value of the Company's common stock during the
nine months ended September 30, 2005 was $8.96 per share.

Restricted Stock and Restricted Stock Units

Restricted Stock

On January 31, 2005, the Nominating and Corporate Governance Committee of the Company's Board of
Directors approved 2005 compensation for its non-employee directors such that each non-employee director would receive
compensation equivalent to the fair value of a stock option to purchase 20,000 shares of the Company's common stock (based on the
Black-Scholes option valuation model and the fair market value of the Company's common stock on the date of grant) to be allocated
as follows: 50% in cash and 50% in shares of restricted stock that vest in full on January 31, 2006.  Accordingly, in the first quarter of
2005 the Company awarded each of its non-employee directors compensation of $32,500 in cash and 3,750 shares of restricted stock
(an aggregate of 22,500 shares for all six non-employee directors at that time) that will vest in full on January 31, 2006 in consideration
for their service as a director in 2005.  The Company recorded deferred compensation of $0.2 million related to this issuance of
restricted stock, which is being expensed on a straight-line basis over the one-year vesting period.

In the event an employee or member of the Company's Board of Directors who has been awarded
restricted stock discontinues service prior to the expiration of the vesting period, the Company may repurchase any unvested shares of
the restricted stock at the lower of (i) the original purchase price of the restricted stock or (ii) the fair value of the Company's common
stock.  The Company's right to repurchase the shares lapses over the vesting period of the restricted stock.  As of December 31, 2004
and September 30, 2005, a total of 71,000 and 83,214 shares, respectively, of the Company's restricted common stock remain subject
to repurchase by the Company.  There were no repurchases of restricted stock during the nine months ended September 30,
2005.

Restricted Stock Units ("RSUs")

RSUs are similar to restricted stock in that they are issued for no, or nominal, consideration; however, the
holder generally is not entitled to the underlying shares of common stock until the RSU vests.  The following table presents the activity
related to RSUs during the nine months ended September 30, 2005:

`Number of RSUs:
                                                           ----------------------------------------------------------
                                                           Employee/Officer (1)      CEO (2)              Total
                                                           ------------------   -----------------   -----------------
   Unvested balances as of December 31, 2004..............           132,500             200,000             332,500
     RSUs granted to employees............................         1,259,361                  --           1,259,361
     RSUs granted to officers.............................           555,000             350,000             905,000
     RSUs vested during period............................           (34,500)           (350,000)           (384,500)
     RSUs canceled due to employee terminations...........          (282,595)                 --            (282,595)
                                                            -----------------   -----------------   -----------------
   Unvested balances as of September 30, 2005.............         1,629,766             200,000           1,829,766
                                                            =================   =================   =================`

(1)	The Company recorded an aggregate of $19.1 million of deferred compensation during the nine months
ended September 30, 2005 in connection with the issuance of these RSUs, which the Company is amortizing on a straight-line basis
over the respective vesting periods.  These RSUs generally vest either on the third or fourth anniversary of the date of grant; provided,
however that the vesting of a portion of such RSUs may accelerate upon achievement of specified objective financial performance
goals as further described below.

Specifically, the Compensation Committee has approved the following performance goals for 2005 and
2006:

- 2005
- 2006

The revenue-based targets set forth above will be adjusted upward to incorporate any revenue from
companies acquired during the relevant year (excluding the acquisition of edocs in 2005) and the operating margin-based targets will
be adjusted for the impact of any acquisitions and certain unusual charges (e.g., stock-based compensation, restructuring expenses,
etc.).

For each goal that is fully achieved, vesting will be accelerated for 25% of the total shares granted, such
that up to half of such accelerated shares would vest on January 31 of the year in which the Compensation Committee of the
Company's Board of Directors determines that each of that year's goals have been met, and up to half of the remaining shares would
vest on January 31 of the following year.

(2)	In connection with the resignation of the Company's former Chief Executive Officer, J. Michael Lawrie,
and in accordance with the terms of his offer letter, the 200,000 unvested shares of his RSU for 350,000 shares of common stock
(150,000 shares had already vested pursuant to the normal vesting schedule) immediately vested in full upon his resignation.

On April 30, 2005, the Company granted to its current Chief Executive Officer, George Shaheen, an RSU
for 350,000 shares of its common stock in connection with his commencement of employment. The terms of the RSU provide that
150,000 of the underlying shares of common stock vested during the second quarter of 2005, and accordingly the Company has
expensed $1.4 million in the accompanying unaudited condensed consolidated financial statements.  The remaining 200,000 shares
vest two years from his commencement of employment.  The Company recorded $1.8 million of deferred compensation in connection
with the issuance of this RSU, which the Company is amortizing to compensation expense on a straight-line basis over the vesting
period.

Segment and Geographic Information

The Company is principally engaged in the design, development, marketing, licensing and support of
Siebel Business Applications, its family of front-office business software applications.  Substantially all revenues result from the license
of the Company's front-office software products and related professional services and customer support (maintenance) services.  The
Company's chief operating decision-maker (i.e., chief executive officer) reviews financial information presented on a consolidated basis,
accompanied by disaggregated information about revenues by geographic region and product for purposes of making operating
decisions and assessing financial performance.  Accordingly, the Company considers itself to be in a single reporting segment,
specifically the license, implementation and support of its software.

The Company evaluates the performance of its geographic regions and products based only on revenues.
The Company does not assess the performance of its geographic regions or products on other measures of income or expense, such
as depreciation and amortization, operating income or net income.  In addition, the Company's assets are primarily located in the
United States and not allocated to any specific region or product.  The Company does not produce reports for, or measure the
performance of, its geographic regions or products using any asset-based metrics.  Therefore, geographic and product information is
presented only for revenues.

The following geographic information for total revenues is presented for the three and nine months ended
September 30, 2004 and 2005 (in thousands):

`Three Months Ended      Nine Months Ended
                                                   September 30,           September 30,
                                              ----------------------- -----------------------
                                                 2004        2005        2004        2005
                                              ----------- ----------- ----------- -----------
United States................................ $  200,612  $  203,560  $  583,803  $  570,459
Europe.......................................     93,550     107,611     286,654     303,552
Asia Pacific.................................     15,342      23,463      56,139      57,295
Canada and Latin America.....................      7,582      13,223      20,836      29,086
                                              ----------- ----------- ----------- -----------
                                              $  317,086  $  347,857  $  947,432  $  960,392
                                              =========== =========== =========== ===========`

International software license revenues for the three and nine months ended September 30, 2004 were
$34.8 million and $126.6 million, respectively, representing 33% and 39% of software license revenues, respectively.  International
software license revenues for the three and nine months ended September 30, 2005 were $53.1 million and $120.0 million,
respectively, representing 47% and 45% of software license revenues, respectively.  The Company's international software license
revenues are derived from countries principally in Europe and Asia Pacific, which includes Japan.

The following is a summary of the Company's software license revenues by product for the three and nine
months ended September 30, 2004 and 2005 (in thousands):

`Three Months Ended      Nine Months Ended
                                                   September 30,           September 30,
                                              ----------------------- -----------------------
                                                 2004        2005        2004        2005
                                              ----------- ----------- ----------- -----------
   Sales, marketing and service automation... $   68,817  $   69,012  $  232,168  $  177,562
   Customer and business analytics...........     27,429      30,015      76,139      65,342
   Customer data integration.................      8,333      13,101      17,900      22,530
                                              ----------- ----------- ----------- -----------
        Total................................ $  104,579  $  112,128  $  326,207  $  265,434
                                              =========== =========== =========== ===========`

At times the Company licenses a combination of its products to its customers, with the actual product
selection and number of licensed users determined subsequent to the initial license.  The Company refers to these licenses as
"Enterprise Licenses."  The Company recognizes revenue from its Enterprise Licenses upon delivery of the first copy, or
product master, for all of the products within the license, as all products have been licensed and delivered, and the customer has the
right of use.  During the three and nine months ended September 30, 2004 software license revenues from Enterprise Licenses were
$11.8 million and $48.8 million, respectively.  During the three and nine months ended September 30, 2005 software license revenues
from Enterprise Licenses were $14.6 million and $24.9 million, respectively.  The Company estimates the allocation of the revenue from
these Enterprise Licenses to individual software products based upon the expected usage by its customers and in a manner consistent
with its determination of compensation for its sales personnel.  The actual deployment of Enterprise Licenses by the Company's
customers may differ from the revenue allocations in the above table.

Although the Company believes the above methodology of allocating revenue from its Enterprise Licenses
is reasonable, there can be no assurance that such allocated amounts reflect the amounts that would result had the Company
individually licensed each specific software solution.  Further, the Company generally does not reevaluate the allocation of its revenue
from Enterprise Licenses based on actual deployment by its customers.

The following is a summary of the Company's professional services, maintenance and other revenues, by
service offering, for the three and nine months ended September 30, 2004 and 2005 (in thousands):

`Three Months Ended      Nine Months Ended
                                                   September 30,           September 30,
                                              ----------------------- -----------------------
                                                 2004        2005        2004        2005
                                              ----------- ----------- ----------- -----------
  Maintenance................................ $  118,059  $  124,810  $  347,350  $  370,204
  Professional services and other............     94,448     110,919     273,875     324,754
                                              ----------- ----------- ----------- -----------
      Total.................................. $  212,507  $  235,729  $  621,225  $  694,958
                                              =========== =========== =========== ===========`

No single customer accounted for 10% or more of total revenues during the three or nine months ended
September 30, 2004 and 2005.

Dividends

On June 8, 2005, the Company's Board of Directors approved a quarterly dividend of $0.025 per share.
This quarterly dividend of approximately $13.0 million was paid July 15, 2005 to stockholders of record on June 30, 2005.  Given the
pendency of the acquisition of the Company by Oracle, the Company does not plan to grant further dividends at this time.

Subsequent Events

On October 5, 2005, the Company and its Canadian subsidiary, Siebel Janna Arrangement, Inc.
("Siebel Janna") announced that the board of directors of Siebel Janna had established December 7, 2005 as the
redemption date of Siebel Janna's outstanding exchangeable non-voting shares, and that Janna Nova Scotia Sub Company, another
subsidiary of the Company, has exercised its overriding right to purchase all of the outstanding exchangeable non-voting shares (other
than exchangeable non-voting shares that are held by the Company and its affiliates). The exchangeable non-voting shares, which
were issued in conjunction with the Company's acquisition of Janna Systems Inc. in November 2000, will be exchanged for shares of
the Company's common stock on a one-for-one basis on December 7, 2005.

Of the original 5,097,247 exchangeable non-voting shares of Siebel Janna issued, as of October 4, 2005,
the date that notice of the redemption was sent to holders of exchangeable non-voting shares of Siebel Janna, 1,258,620 shares
remained outstanding, other than exchangeable non-voting shares that are held by the Company and its affiliates. For financial
reporting purposes, the exchangeable non-voting shares of Siebel Janna are already included in the Company's outstanding shares.
Therefore, no change in the number of shares of common stock outstanding will result from the exchange. A notice providing further
details has been mailed to the holders of exchangeable non-voting shares of Siebel Janna.

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of
Operations

The statements contained in this quarterly report that are not historical are forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
Forward-looking statements include, without limitation, statements regarding the extent and timing of future revenues, restructuring and other
expenses and customer demand, statements regarding the development and deployment of our products, and statements regarding
reliance on third parties.  All forward-looking statements included in this quarterly report are based on information available to us as of
the date of this quarterly report.  We assume no obligation to update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise, unless we are required to do so by law.  We have based these forward-looking statements
on our current expectations and projections about future events.  These forward-looking statements are not guarantees of future
performance and are subject to risks, uncertainties and assumptions, including those in the section entitled "Risk Factors"
and elsewhere in this quarterly report.

Merger with Oracle Corporation

On September 12, 2005, Oracle Corporation ("Oracle")
entered into a definitive Agreement and Plan of Merger (the "Merger Agreement") with us. The Merger Agreement provides
that, upon the terms and subject to the conditions set forth in the Merger Agreement, Sierra Merger Sub Inc., a wholly owned subsidiary
of Ozark Holding Inc. (the "Holding Company"), will merge with and into Siebel Systems, with Siebel Systems as the
surviving corporation of such merger and Ozark Merger Sub Inc., a wholly owned subsidiary of the Holding Company, will merge with
and into Oracle, with Oracle as the surviving corporation of such merger (collectively, the "Merger"). As a result of the
Merger: (i) Siebel Systems and Oracle will each become a wholly owned subsidiary of the Holding Company and (ii) the Company's
stockholders will receive $10.66 per share in cash for each Siebel Systems share held, unless they elect to receive Oracle common
stock, but no more than 30% of Siebel Systems' common shares may be exchanged for Oracle common stock. In the event that
stockholders holding more than 30% of Siebel Systems' common stock elect to receive Oracle common stock, the equity consideration
will be pro-rated. Consummation of the Merger is subject to customary closing conditions, including antitrust approvals and approval by
Siebel Systems' stockholders. Thomas M. Siebel, who holds approximately seven percent of Siebel Systems' outstanding common
stock, has entered into an agreement requiring him to vote in favor of the Merger.

Under the terms of the Merger Agreement, Siebel Systems may be required to pay Oracle a termination fee
in the amount of $140 million in cash in the following circumstances:

- the Merger Agreement is (1) terminated by Oracle or Siebel Systems because Siebel Systems'
stockholders fail to adopt the Merger Agreement and approve the transaction, (2) prior to the stockholders' meeting, a third party
publicly announces and does not withdraw a competing acquisition proposal for Siebel Systems and (3) within 12 months of termination
of the Merger Agreement Siebel Systems completes a competing acquisition proposal or enters into an agreement providing for a
competing acquisition proposal which transaction is ultimately completed;

- the Merger Agreement is terminated by Oracle because Siebel Systems' Board of Directors withdraws its
recommendation to Siebel Systems' stockholders to adopt the Merger Agreement and approve the transaction or modifies its
recommendation in a manner adverse to Oracle; or

- the Merger Agreement is terminated because Siebel Systems accepts, or enters into a written agreement
for a transaction constituting, a superior proposal made by a third party.

The foregoing description of the Merger Agreement is qualified in its entirety by reference to the full text of
the Merger Agreement.

We have incurred merger-related expenses associated with our pending merger with Oracle totaling $1.6
million in the three months ended September 30, 2005, which were principally comprised of legal fees, and are included in General and
administrative expenses in the accompanying unaudited condensed consolidated statements of operations.

On October 24, 2005, we received a Request for Additional Information (also known as a "Second
Request") from the United States Department of Justice (the "DOJ"), pursuant to the Hart-Scott-Rodino Antitrust Improvements Act, in connection
with our contemplated acquisition by Oracle. We are cooperating in full with the DOJ.

Executive Summary

Our unaudited condensed consolidated financial statements are included in Item 1 of this Quarterly Report
on Form 10-Q.  The following discussion is designed to provide a better understanding of our unaudited condensed consolidated
financial statements, including a brief discussion of our business and products, key factors that impacted our performance, a summary
of our operating results for the first three quarters of 2005, certain key financial metrics for the first three quarters of 2005, and our
outlook for the fourth quarter of 2005.  This executive summary should be read in connection with the more detailed discussion and
analysis of our financial condition and results of operations in this Item 2, the section entitled "Risk Factors" in this Item 2,
and our unaudited condensed consolidated financial statements and notes included in Item 1 of this quarterly report.

Overview of Our Business and Products

We are a leading provider of business applications software for the front office.  We consider the front office
to include those areas of business activity that involve customer interactions, such as sales, marketing and service.  We are principally
engaged in the design, development, marketing, licensing and support of our front-office businessapplications.  A majority of our
revenues are derived from perpetual licenses of our software products, the related professional services, such as training and
implementation services, and the related customer support, otherwise known as maintenance.  Specifically, we license our software in
arrangements in which the customer purchases a combination of software, maintenance and/or professional services.  Payment terms
for our arrangements are negotiated with our customers and are based on a variety of factors, including the customer's credit standing
and our history with the customer.

Siebel Business Applications—our comprehensive family of front-office business applications—are
designed to help organizations better manage their customer, partner and employee relationships, analyze critical customer data, and
execute customer-focused business processes.  Our applications are designed to support these critical tasks while meeting the
information technology requirements of any kind of organization, any type of user and any budget.  Siebel Business Applications can be
installed on premise, delivered as a hosted service over the Internet, or deployed as a combination of the two.

A substantial portion of our front-office business applications is focused on the customer relationship
management, or CRM, market.  CRM is an integrated approach to identifying, acquiring and retaining customers in order to help
organizations maximize the value of customer interactions and improve corporate performance.  Our sales, service and marketing
applications are designed to help organizations perform and coordinate these operations across multiple communication channels
(such as the Internet, telephone, fax, email and in person) and different lines of business, while providing their customers with a single,
consistently high standard of service.  The partner relationship management component of our CRM applications is designed to help
organizations work collaboratively with their partners and resellers in one comprehensive information system in order to increase
revenues, drive customer satisfaction and reduce partnership management costs.

Our front-office solutions also include our customer and business intelligence applications (also known as
analytics), customer data integration solutions, and a deeper set of service offerings to assist our customers in maximizing the value
received from our products.  Specifically, our analytics applications assist customers in analyzing large volumes of corporate data
quickly and easily.  These analytics applications can access and aggregate information contained in systems across the
enterprise—including financial management, human resources and supply chain systems—helping managers and front-line employees make
informed decisions.  Our customer data integration solutions enable organizations to more fully leverage the value of their corporate
information by allowing them to share data and processes among different software applications.

In addition to licensing our applications on a per-user basis, we also offer two hosted software solutions,
Siebel CRM OnDemand and Siebel Contact OnDemand, as services available over the Internet.  Siebel CRM OnDemand offers
customers CRM and analytics functionality, and Siebel Contact OnDemand offers customers call center functionality.  We provide these
OnDemand solutions for a monthly per-user subscription fee, with a typical contractual period of one year.  Our OnDemand solutions
allow our customers to implement software solutions quickly, easily and cost-effectively.  Our OnDemand solutions integrate with the
on-premise Siebel Business Applications, enabling organizations to deploy our solutions in any combination of online hosted or
on-premise delivery models.

Siebel Services, our professional services organization, provides (i) implementation services (i.e.,
assistance with the integration of our software with other software and hardware applications); (ii) change management services (i.e.,
end user adoption consulting and training services for our customers regarding how to better use our software); (iii) testing and
managed services (i.e., assistance with operating, maintaining, testing and optimizing our applications); and (iv) technical support and
customer care services (i.e., trouble-shooting the related software products and future product updates).  Siebel Services has
significant product and implementation expertise and is committed to supporting customers and systems integrators throughout every
phase of their adoption and use of Siebel Business Applications.

Our professional services are typically initiated and provided over a period of three to nine months
subsequent to the licensing of our software and, accordingly, our professional services revenues vary directly with the levels of software
license revenue generated in the preceding three- to nine-month period.  Primarily all of our professional services arrangements are
billed on a time and materials basis.  Maintenance is typically sold with the related software license for a period of one year and is
renewable at the option of the customer on an annual basis thereafter.  Our maintenance revenues depend upon both our ability to
generate additional software license revenue and annual renewals of maintenance agreements by our existing customer base.

Improvement of Our Operating Performance

In the third quarter of 2005, we simplified our go to market organizations and established
clear, strong leadership and accountability in each of our three major geographic regions.  These changes helped the Company
achieve its overall license revenue objectives.  Transaction volumes and average transaction sizes rebounded to recent historical levels
and we achieved a balanced distribution of transactions greater than $5M, greater than $1M, and less than $1M.  Our results also
reflect confidence in the future of Siebel CRM following the proposed Oracle transaction.

Software license revenues increased by $7.5 million, or 7%, from $104.6 million during the three months
ended September 30, 2004 to $112.1 million for the same period in 2005, and decreased by $60.8 million, or 19%, from $326.2 million
during the first nine months of 2004 to $265.4 million for the same period in 2005.  Despite the shortfall in our software license revenues
during the first nine months of 2005, there were a number of positive areas in our business during the third quarter and first nine months
of 2005.  Professional services and other revenues increased by $16.5 million, or 17%, from $94.4 million during the three months
ended September 30, 2004 to $110.9 million for the same period in 2005, and increased by $50.9 million, or 19%, from $273.9 million
during the first nine months of 2004 to $324.8 million for the same period in 2005.  Maintenance renewals remained solid during the first
nine months of 2005, and maintenance revenues grew by $6.8 million, or 6%, from $118.1 million during the three months ended
September 30, 2004 to $124.8 million for the same period in 2005, and grew by $22.9 million, or 7%, from $347.3 million in the first nine
months of 2004 to $370.2 million for the same period in 2005.  Our OnDemand total contract value closed increased $3.7 million, or
49%, to approximately $11.3 million for the three months ended September 30, 2005, from $7.6 million for the same period in 2004, and
increased $25.7 million, or 157%, to approximately $42.1 million for the first nine months of 2005 from $16.4 million for the same period
in 2004.  The number of OnDemand subscribers increased on a year-over-year basis by 83% to 44,000 at September 30, 2005, as
compared to 24,000 at September 30, 2004.  The number of live users of our software increased by approximately 233,000 during the
third quarter of 2005 to 3.7 million users at September 30, 2005, as compared to 2.7 million users at September 30, 2004.

Summary of Our Operating Results and Certain Key Financial Metrics

The following is a brief summary of our key financial metrics and operating results for the three and nine
months ended September 30, 2004 and 2005 (in thousands, except EPS, percentages and DSO):

`Three Months Ended September 30,     Nine Months Ended September 30,
                                                         --------------------------------     --------------------------------
                                                               2004             2005                2004             2005
                                                         ---------------  ---------------     ---------------  ---------------
  Revenues:                                                                                                                   
   Software license...................................   $      104,579   $      112,128      $      326,207   $      265,434
   Maintenance........................................          118,059          124,810             347,350          370,204
   Professional services and other....................           94,448          110,919             273,875          324,754
                                                         ---------------  ---------------     ---------------  ---------------
        Total revenues................................   $      317,086   $      347,857      $      947,432   $      960,392
                                                         ===============  ===============     ===============  ===============
   Annualized total revenue per employee..............   $          260   $          280      $          259   $          251
                                                         ===============  ===============     ===============  ===============


  Cost and expenses:                                                                                                          
   Restructuring, other charges, and
        acquisition-related expenses (1)..............   $        6,742   $        8,477      $       12,307   $       93,934
   All other costs and expenses, on-going (2).........          286,377          303,212             871,739          923,511
                                                         ---------------  ---------------     ---------------  ---------------
       Total costs and expenses.......................   $      293,119   $      311,689      $      884,046   $    1,017,445
                                                         ===============  ===============     ===============  ===============



  Other key operating statistics:                                                                                             
   Operating income (loss)............................   $       23,967   $       36,168      $       63,386   $      (57,053)
   Operating margin...................................                8 %             10 %                 7 %             (6)%
   Earnings (loss) per share, diluted ("EPS").........   $         0.03   $         0.06      $         0.11   $        (0.04)
   Cash flows from operations.........................   $       19,714   $       11,235      $      190,862   $       96,372


                                                        December 31,      March 31,            June 30,       September 30,
                                                              2004             2005                2005              2005
                                                         ---------------  ---------------     ---------------  ---------------
  Balance sheet statistics:                                                                                                   
   Cash and short-term investments....................   $    2,246,488   $    2,196,276      $    2,241,741   $    2,247,176
   Deferred revenue...................................   $      357,223   $      365,979      $      331,436   $      315,170
   Days sales outstanding ("DSO").....................               67               77                  60               59
   Working capital....................................   $    1,866,869   $    1,827,059      $    1,825,859   $    1,872,755
   Total stockholders' equity.........................   $    2,246,644   $    2,293,590      $    2,229,294   $    2,286,119`

(1) Please refer to "Restructuring and Other Charges" and "Purchased In-Process Product
Development" in the following pages for a further discussion of these expenses.

(2) Represents the sum of (i) total cost of revenues, (ii) product development expense, (iii) sales and marketing
expense and (iv) general and administrative expense.  We believe these expenses are more representative of our on-going
operations.

- Software license revenues
- Maintenance revenues
- Professional services and other revenues,
- Annualized total revenue per employee
- All other costs and expenses, on-going
- Operating income
- Cash and short-term investments
- Deferred revenues
- Accounts receivable
- Working capital
- Stockholders' equity

Outlook

Our outlook for the fourth quarter of 2005 reflects our current expectation for fourth quarter results
comparable to those achieved in the third quarter of 2005, our current views on revenue generation given the pending Merger with
Oracle, and is based on both top down and bottoms up forecasting.  Our outlook does not reflect normal seasonality due in part to our
uncertainty regarding the impact of the pending Merger with Oracle on our business and general uncertain economic conditions and
other risk factors that can affect our results.

For the fourth quarter of 2005, we currently anticipate that our total revenues will be between $340 million
and $360 million.  We expect the individual components of our total revenues to be within the following ranges:

- software license revenues—between $110 million and $130 million;
- maintenance revenues—between $120 million and $126 million; and
- professional services and other revenues—between $110 million and $115 million.

Our expectations regarding our revenues and our ability to execute against those expectations may be
negatively impacted by many factors, including (i) a deterioration in global economic conditions and/or information technology spending;
(ii) a continued lengthening of our sales cycle and/or reduction in our sales pipeline; (iii) additional terrorist attacks or threats of terrorist
attacks; (iv) geopolitical uncertainties, including continued hostilities involving the United States; (v) corporate and consumer confidence
in the economy, as evidenced, in part, by the levels of the stock market; (vi) continued intense competition, including new technological
innovations and business models within our industry; (vii) the uncertainty in the application software industry and resulting reductions in
capital expenditures; (viii) the loss of or inability to retain key employees; and (ix) other factors, including those described under
"Risk Factors" below.

We expect total costs and expenses in the fourth quarter of 2005 to be slightly less than the levels incurred
in the third quarter of 2005.  Our expectations regarding our total costs and expenses are exclusive of an additional (approximately) $4
million to $7 million in non-operating, Merger related expenses (primarily legal and accounting expenses).  If we exceed our revenue
projections, we expect an increase in expenses that vary directly with revenues, such as sales commissions, employee bonuses and
cost of revenues.

As discussed further in Note 4 to the accompanying unaudited condensed consolidated financial
statements, certain of our U.S. payroll tax returns, U.S. sales and use tax returns, and international sales and value added tax returns,
are currently under examination and/or review by the applicable taxing authorities.  In July 2005, the IRS issued the Company an
assessment related to our previously disclosed payroll tax audit for $60.8 million primarily in proposed penalties, primarily associated
with our alleged failure to pay payroll taxes withheld on employee stock option exercises in a timely fashion.  The Company notified the
IRS that it does not agree with the IRS' findings.  The Company plans to appeal this assessment and defend itself vigorously.  While we
believe that we have made adequate provisions related to the audits of these tax returns, the final determination of our obligations may
exceed the amounts provided for.  Specifically, we may receive assessments related to the audits and/or reviews of these tax returns
that exceed amounts provided for in our condensed consolidated financial statements.  In the event we are unsuccessful in reducing
the amount of such assessments, our estimates related to our total costs and expenses could be adversely affected.

Uncertainty with respect to the timing and amount of our future revenues could significantly
impact the above expectations and our future operations.  Our sales personnel monitor the status of all potential transactions, including
the estimated closing date and potential dollar amount of each transaction. We aggregate these estimates periodically to generate a
sales pipeline and then evaluate the pipeline to identify trends in our business.  This pipeline analysis and related estimates of revenue
may differ significantly from actual revenues in a particular reporting period.  A variation in the pipeline or in the conversion rate of the
pipeline into contracts could cause us to plan or budget inaccurately and thereby could adversely affect our business, financial condition
or results of operations.  In addition, because we expect that a substantial portion of our software license contracts will continue to close
in the latter part of a quarter, management may not be able to adjust our cost structure to respond to a variation in the conversion of the
pipeline, which may adversely and materially affect our business, financial condition or results of operations.

As discussed in Note 4 to the accompanying condensed consolidated financial statements, our U.S. federal
income tax returns for 2001 through 2003 are currently under examination by the IRS.   While the final resolution of the IRS's on-going
examination is uncertain, we believe that we have made adequate provision in the accompanying condensed consolidated financial
statements for any adjustments that the IRS has or may propose with respect to our U.S. federal income tax returns.  The final
determination of our tax obligations may exceed the amounts provided for by us in the accompanying condensed consolidated financial
statements.  We will continually review our estimates related to our income tax obligations, including potential assessments from the
IRS of additional taxes, penalties and/or interest, and revise our estimates, if deemed necessary.  A revision in our estimates of our tax
obligations will be reflected as an adjustment to our income tax provision at the time of the change in our estimates.  We currently do
not believe any such revision would materially impact our effective tax rate, income tax provision and net income.

Discussion of the Results of Operations for the Three and Nine Months Ended September 30, 2004 and
2005

Revenues

Our total revenues increased from $317.1 million for the three months ended September 30, 2004 to
$347.9 million for the three months ended September 30, 2005, and from $947.4 million for the nine months ended September 30, 2004
to $960.4 million for the nine months ended September 30, 2005, representing a year-over-year increase of 9.7% for the three months
ended September 30, and a year-over-year increase of 1.4% for the nine months ended September 30.  Our total revenues increased
during the third quarter of 2005 from the third quarter of 2004 due to increases in all our revenue streams.  Our total revenues
increased during the first nine months of 2005 from the first nine months of 2004 due to increases in our professional services,
maintenance and other revenues, which offset the decrease in our software license revenues.

The following summarizes the components of our total revenues:

Software

The following table sets forth our software license revenues, both in absolute dollars and as a percentage
of total revenues, for the three and nine months ended September 30, 2004 and 2005 (in thousands, except percentages):

`Three Months Ended September 30,             Nine Months Ended September 30,
                                      -------------------------------------------  ------------------------------------------
                                         2004        2005       Change      %        2004       2005       Change        %
                                      ----------  ----------  ---------- --------  ---------- ----------  ---------- --------
Software license revenues............ $104,579    $112,128    $   7,549       7 %  $326,207   $265,434    $ (60,773)   (19)%
Percentage of total revenues.........       33 %        32 %                             34 %       28 %`

Software license revenues increased by 7% from the three months ended September 30, 2004 to the three
months ended September 30, 2005, primarily due to an increase in the number of transactions closed.  Software license revenues
decreased by 19% from the nine months ended September 30, 2004 to the nine months ended September 30, 2005, primarily due to
our inability to properly execute on closing transactions in our sales pipeline in the first half of 2005.

The year-over-year increase in our software license revenues during the three months ended September
30, 2005 was across all of our product lines, but primarily in our customer data integration product line, which improved by 57.2%, and
our analytics product line, which improved by 9.4%.  The year-over-year decrease in our software license revenues during the nine
months ended September 30, 2005 was due to declines in our core sales, marketing and service automation product line, which
declined by 23.5%, and our analytics product line, which declined by 14.2%, net of increases in our customer data integration product
line, which improved by 25.9%.  The following is a summary of our software license revenues, by product, for the three and nine months
ended September 30, 2004 and 2005 (in thousands):

`Three Months Ended      Nine Months Ended
                                                   September 30,           September 30,
                                              ----------------------- -----------------------
                                                  2004        2005        2004        2005
                                              ----------- ----------- ----------- -----------
   Sales, marketing and service automation... $   68,817  $   69,012  $  232,168  $  177,562
   Customer and business analytics...........     27,429      30,015      76,139      65,342
   Customer data integration.................      8,333      13,101      17,900      22,530
                                              ----------- ----------- ----------- -----------
        Total................................ $  104,579  $  112,128  $  326,207  $  265,434
                                              =========== =========== =========== ===========`

The following is a summary of certain key operating metrics that we use to track the progress of our
on-premise software license revenues:

`Three Months Ended         Nine Months Ended
                                                               September 30,              September 30,
                                                           ----------------------     ---------------------
Other key software license metrics:                           2004        2005           2004       2005
---------------------------------------------------------- ----------  ----------     ---------- ----------
Transactions equal to or greater than $5 million..........         2           1              8          3
Transactions between $1 million and $5 million............        30          32             68         68
Total number of transactions..............................       296         318            901        857
Average transaction size (in thousands)................... $     353   $     353      $     362  $     310`

As the above table indicates, the increase in our revenues during the year-over-year period for the three
months ended September 30 was primarily due to an increase in the total number of license revenue transactions.  The decline in our
revenues during the year-over-year period for the nine months ended September 30 was primarily associated with (i) our largest
transactions—those generating revenue of $5 million and over—which decreased from 8 transactions to 3 transactions,; (ii) our average
transaction size, which decreased from $362,000 to $310,000 (due primarily to the reduced number of larger transactions); and (iii) the
total number of license revenue transactions, which declined from 901 transactions to 857 transactions.

We market our products through our direct sales force, and to a limited extent through distributors primarily
in Europe, Asia Pacific, Japan and Latin America.  International license revenues accounted for 33% and 39% of software license
revenues during the three and nine months ended September 30, 2004, respectively, and 47% and 45% of software license revenues
during the three and nine months ended September 30, 2005, respectively.We expect international software license revenues
will continue to account for a significant portion of our overall software license revenues in the foreseeable future.  Because the majority
of our software license arrangements and related operating activities are denominated in U.S. dollars, foreign currency exchange rates
did not have a significant impact on software license revenues, total revenues or net income for any period presented.

Professional Services, Maintenance and Other

Professional services, maintenance and other revenues are primarily composed of implementation services
and training services (i.e., professional services) and technical support and product updates (i.e., maintenance).  Our professional
services are typically initiated and provided over a period of three to nine months subsequent to the licensing of our software and
depend in large part upon our software license revenues in the immediate preceding periods.  Primarily all of our professional services
arrangements are billed on a time and materials basis and, accordingly, are recognized as the services are performed.

Our maintenance revenues depend upon both our software license revenues and renewals of maintenance
agreements by our existing customer base.  Our customers typically prepay maintenance for the first year in connection with a new
software license and renew on an annual basis thereafter.  We reflect the prepayment of maintenance contracts in deferred revenue
and recognize the revenue ratably over the term of the maintenance contract based on the number of days the contract is outstanding
during each period.

Also included in professional services, maintenance and other revenues is revenue from Siebel CRM
OnDemand and Siebel Contact OnDemand.  Our customers typically prepay for these subscription services, which we defer and
recognize ratably over the term of the customer contract based on the number of days the contract is outstanding during each
period.

Professional services, maintenance and other revenues increased by $23.2 million, or 11%, from $212.5
million for the three months ended September 30, 2004 to $235.7 million for the three months ended September 30, 2005, and
increased by $73.7 million, or 12%, from $621.2 million for the nine months ended September 30, 2004 to $694.9 million for the nine
months ended September 30, 2005.  This increase was primarily due to the following: (i) increased use of third-party resources, (ii) an
increase in our installed base of customers receiving maintenance, (iii) continued utilization improvements in our services organization,
(iv) our acquisition of edocs, and (v) the success of our partner programs aimed at growing sales.

The following sets forth the individual components of these revenues in terms of absolute dollars and as a
percentage of total revenues (in thousands, except percentages):

`Three Months Ended September 30,             Nine Months Ended September 30,
                                      -------------------------------------------  ------------------------------------------
                                         2004        2005       Change       %        2004       2005       Change      %
                                      ----------  ----------  ---------- --------  ---------- ----------  ---------- --------
Maintenance:                                                                                                                 
Absolute dollars..................... $118,059    $124,810    $   6,751       6 %  $347,350   $370,204    $  22,854      7 %
Percentage of total revenues.........       37 %        36 %                             37 %       39 %
                                                                                                                             
Professional services and other:                                                                                             
Absolute dollars..................... $ 94,448    $110,919    $  16,471      17 %  $273,875   $324,754    $  50,879     19 %
Percentage of total revenues.........       30 %        32 %                             29 %       34 %
                                                                                                                             
Total Professional services,
   maintenance and other:                                                                                                    
Absolute dollars..................... $212,507    $235,729    $  23,222      11 %  $621,225   $694,958    $  73,733     12 %
Percentage of total revenues.........       67 %        68 %                             66 %       72 %`

Maintenance revenues, in absolute dollars, increased during the three and nine months ended September
30, 2005 from the respective periods in 2004 primarily due to new maintenance agreements entered into in connection with the license
of our software to new and existing customers.  In addition to expanding our customer base receiving maintenance, we continue to
maintain strong renewal rates within our existing customer base.

Professional services and other revenues, both in absolute dollars and as a percentage of total revenues,
increased during the three and nine months ended September 30, 2005 from the respective periods in 2004, primarily due to improved
utilization rates, and additional sales of new service offerings.

Cost of Revenues

The following table sets forth our total cost of revenues, both in absolute dollars and as a percentage of
total revenues, for the three and nine months ended September 30, 2004 and 2005 (in thousands, except percentages):

`Three Months Ended September 30,             Nine Months Ended September 30,
                                      -------------------------------------------  ------------------------------------------
                                         2004        2005       Change      %        2004       2005       Change        %
                                      ----------  ----------  ---------- --------  ---------- ----------  ---------- --------
Total cost of revenues............... $112,156    $123,100    $  10,944      10 %  $334,464   $364,688    $  30,224      9 %
Percentage of total revenues.........       35 %        35 %                             35 %       38 %
Gross Margin.........................       65 %        65 %                             65 %       62 %`

The increases in our total cost of revenues during the three and nine months ended September 30, 2005
compared to the respective periods in 2004 was primarily due to an increase in the demand for our professional services and
maintenance services, which in turn resulted in an increase in the corresponding cost of revenues.  Total cost of revenues increased as
a percentage of our total revenues for the nine months ended September 30, 2005 from the respective period in 2004 primarily due to a
higher percentage of our revenues being derived from our professional services, which are at lower margins than our software license
revenues.  Total cost of revenues remained consistent as a percentage of our total revenues for the three months ended September 30,
2005 from the respective period in 2004 due to a consistent percentage of revenues being derived from professional services and
software licenses year-over-year.

The following summarizes the individual components of our cost of revenues:

Software

Cost of software license revenues includes amortization of acquired technology, third-party software
royalties and product packaging, production and documentation.  All costs incurred in the research and development of software
products and enhancements to existing products have been expensed as incurred.  The following table sets forth our cost of software
license revenues in terms of absolute dollars and as a percentage of software license revenues for the three and nine months ended
September 30, 2004 and 2005 (in thousands, except percentages):

`Three Months Ended September 30,             Nine Months Ended September 30,
                                      -------------------------------------------  ------------------------------------------
                                         2004        2005       Change      %        2004       2005       Change        %
                                      ----------  ----------  ---------- --------  ---------- ----------  ---------- --------
Cost of software license revenues.... $  3,010    $  4,327    $   1,317      44 %  $  9,054   $ 12,107    $   3,053     34 %
Percentage of software
   license revenues..................        3 %         4 %                              3 %        5 %`

Cost of software license revenues increased in absolute dollars and as a percentage of software license
revenues from the three and nine months ended September 30, 2004 to the three and nine months ended September 30, 2005
primarily due to an increase in intangible asset amortization expense associated with our acquisitions of Eontec in April 2004, and
edocs in January 2005.

Professional Services, Maintenance and Other

Cost of professional services, maintenance and other revenues consist primarily of personnel, facilities and
systems costs incurred to provide training, consulting, technical support and other professional services.  The following table sets forth
our cost of professional services, maintenance and other revenues in terms of absolute dollars and as a percentage of these revenues
for the three and nine months ended September 30, 2004 and 2005 (in thousands, except percentages):

`Three Months Ended September 30,             Nine Months Ended September 30,
                                      -------------------------------------------  ------------------------------------------
                                         2004        2005       Change      %        2004       2005       Change        %
                                      ----------  ----------  ---------- --------  ---------- ----------  ---------- --------
Cost of professional services,
   maintenance, and other revenues... $109,146    $118,773    $   9,627       9 %  $325,410   $352,581    $  27,171      8 %
Percentage of professional services,
   maintenance, and other revenues...       51 %        50 %                             52 %       51 %`

The following is a summary of the year-over-year changes in our cost of professional services,
maintenance and other revenues during the three and nine months ended September 30, 2005 from the respective period in 2004 (in
thousands):

`Year-Over-Year Change
                                                           ----------------------------
                                                               Three           Nine
                                                               Months         Months
                                                               Ended          Ended
                                                            September 30,  September 30,
Cost component:                                                 2005           2005
---------------------------------------------------------- -------------  -------------
Outside consulting and cost of training................... $      5,063   $     23,174
Personnel-related costs (compensation, benefits, etc.)....        6,170         16,261
Rebillable T&E expenses...................................        1,347          5,168
Upshot accrual............................................        2,151          2,151
Depreciation expense......................................       (3,445)       (13,102)
Facility-related costs (rent, utilities, etc.)............       (1,373)        (4,098)
Non-billable T&E expenses.................................          347         (1,765)
Amortization of intangibles...............................         (633)          (618)
                                                           -------------  -------------
          Total year-over-year change..................... $      9,627   $     27,171
                                                           =============  =============`

Cost of professional services, maintenance and other revenues increased on a year-over-year basis during
the three and nine months ended September 30, 2005 primarily due to an increase in the demand for our professional services and
maintenance offerings.  Specifically, as a result of the increase in the demand for these services we increased the use of outside
consultants in order to supplement customer engagements in lieu of hiring additional personnel.  Accordingly, outside consulting and
cost of training increased on a year-over-year basis in the three and nine months ended September 30, 2005.

Personnel-related costs also increased on a year-over-year basis during the three and nine months ended
September 30, 2005, primarily due to additional incentive compensation earned as a result of the continued improvement in our
professional services revenues and margins, and an increase in headcount, including increased headcount resulting from our
acquisition of edocs (average headcount of 2,059 and 2,026 in the three and nine months ended September 30, 2005, respectively,
compared to 1,903 and 1,956 in the three and nine months ended September 30, 2004, respectively).

Similarly, as a result of the increased demand for these services, recurring rebillable T&E expenses
increased commensurate with the increases in our professional services revenues.

Also contributing to the increase in cost of professional services, maintenance and other revenues on a
year-over-year basis during the three and nine months ended September 30, was the accrual of $2.2 million related to an amendment
to the UpShot  merger agreement entered into during the three months ended September 30, 2005, as discussed in Note 5 to the
accompanying unaudited condensed consolidated financial statements.

Partially offsetting the above increases in cost of professional services revenues were further reductions in
these costs due to our cost control initiatives (e.g., the Restructurings, as described more fully in Note 2 to the accompanying unaudited
condensed consolidated financial statements and our continued attention to expense reduction).  For example, previous reductions in
our capital expenditures resulted in further declines in depreciation expense, and previous consolidations of our facilities have resulted
in further reductions in our facility-related expenses.  In addition, we continue to monitor discretionary expenditures, such as
non-billable T&E expenses, resulting in further reductions in our cost of professional services, maintenance and other revenues.

Cost of professional services, maintenance and other revenues as a percentage of the corresponding
revenues were consistent at 50% and 51% during the three and nine months ended September 30, 2005, respectively, as compared to
51% and 52% during the three and nine months ended September 30, 2004, respectively.  Similarly, our gross margin related to our
professional services, maintenance and other revenues was consistent at 50% and 49% during the three and nine months ended
September 30, 2005, respectively, as compared to 49% and 48% during the three and nine months ended September 30, 2004,
respectively.

Operating Expenses

Product Development

Product development expense includes costs associated with the development of new products,
enhancements of existing products, quality assurance activities and vertical engineering.  These costs consist primarily of employee
salaries and benefits, occupancy costs, the cost of software development tools and equipment, and consulting costs, including costs for
offshore consultants.  The following table sets forth our product development expense in terms of absolute dollars and as a percentage
of total revenues for the three and nine months ended September 30, 2004 and 2005 (in thousands, except percentages):

`Three Months Ended September 30,             Nine Months Ended September 30,
                                      -------------------------------------------  ------------------------------------------
                                         2004        2005       Change      %        2004       2005       Change        %
                                      ----------  ----------  ---------- --------  ---------- ----------  ---------- --------
Product development expense.......... $ 70,310    $ 64,036    $  (6,274)     (9)%  $219,070   $211,901    $  (7,169)    (3)%
Percentage of total revenues.........       22 %        18 %                             23 %       22 %`

The following is a summary of the year-over-year changes in our product development expenses during the
three and nine months ended September 30, 2005 from the respective period in 2004 (in thousands):

`Year-Over-Year Change
                                                           ----------------------------
                                                               Three           Nine
                                                               Months         Months
                                                               Ended          Ended
                                                            September 30,  September 30,
Cost component:                                                 2005           2005
---------------------------------------------------------- -------------  -------------
Personnel-related costs (compensation, benefits, etc.).... $       (481)  $      9,451
Depreciation expense......................................       (2,684)       (10,616)
T&E expenses..............................................         (237)        (3,022)
Facility-related costs (rent, utilities, etc.)............       (1,461)        (1,691)
Outside consulting and other costs, net...................       (1,411)        (1,291)
                                                           -------------  -------------
          Total year-over-year change..................... $     (6,274)  $     (7,169)
                                                           =============  =============`

Personnel-related costs decreased on a year-over-year basis during the three months ended September
30, 2005, and increased on a year-over-year basis during the nine months ended September 30, 2005.  This was primarily due to
changes in the number of personnel devoted to our product development efforts.  Specifically, the average headcount in our product
development organization decreased from 1,351 to 1,287 in the three months ended September 30, 2004 and 2005, respectively, and
increased from 1,328 to 1,388 in the nine months ended September 30, 2004 and 2005, respectively.

Our product development costs decreased year-over-year during the three and nine months ended
September 30, 2005 from the respective period in 2004 primarily due to our cost control initiatives (e.g., the Restructurings and our
continued attention to expense reduction).  This decrease was partially offset by the acquisition of the edocs product development
organization. For example, previous reductions in our capital expenditures resulted in further declines in depreciation expense and the
continued close monitoring of discretionary expenditures resulted in further reductions in our T&E expenses.

As a percentage of total revenues, product development expense was 22% and 23% during the three and
nine months ended September 30, 2004, respectively, as compared to 18% and 22% during the three and nine months ended
September 30, 2005, respectively, primarily due to our continued attention to our cost structure.

Sales and Marketing

We continue to place significant emphasis, both domestically and internationally, on direct sales through
our sales force.  Sales and marketing expense is composed primarily of costs associated with our sales and marketing personnel and
includes (i) salaries, commissions and bonuses; (ii) facility-related (i.e., rent) and equipment-related (i.e., depreciation) expenses; (iii)
T&E expenses; and (iv) promotional and advertising expenses.  The following table sets forth our sales and marketing expense in
terms of absolute dollars and as a percentage of total revenues for the three and nine months ended September 30, 2004 and 2005 (in
thousands, except percentages):

`Three Months Ended September 30,             Nine Months Ended September 30,
                                      -------------------------------------------  ------------------------------------------
                                         2004        2005       Change      %        2004       2005       Change        %
                                      ----------  ----------  ---------- --------  ---------- ----------  ---------- --------
Sales and marketing expense.......... $ 76,668    $ 92,469    $  15,801      21 %  $241,618   $270,889    $  29,271     12 %
Percentage of total revenues.........       24 %        27 %                             26 %       28 %`

The following is a summary of the year-over-year changes in our sales and marketing expenses during the
three and nine months ended September 30, 2005 from the respective period in 2004 (in thousands):

`Year-Over-Year Change
                                                           ----------------------------
                                                               Three           Nine
                                                               Months         Months
                                                               Ended          Ended
                                                            September 30,  September 30,
Cost component:                                                 2005           2005
---------------------------------------------------------- -------------  -------------
Personnel-related costs (compensation, benefits, etc.).... $      5,478   $     22,395
Sales commissions.........................................        9,108          8,854
Marketing and advertising.................................        5,400          6,014
Other, net................................................          168            868
Facility-related costs (rent, utilities, etc.)............       (1,489)           344
Depreciation expense......................................       (2,546)        (7,867)
T&E expenses..............................................         (318)        (1,337)
                                                           -------------  -------------
          Total year-over-year change..................... $     15,801   $     29,271
                                                           =============  =============`

Personnel-related costs increased on a year-over-year basis during the three and nine months ended
September 30, 2005 primarily due to an increase in the number of personnel in our sales and marketing organizations, including
additional personnel obtained in our acquisitions of edocs and Eontec.  Specifically, the average headcount in our sales and marketing
organizations increased from 1,072 and 1,040 in the three and nine months ended September 30, 2004, respectively, to 1,082 and
1,126 in the three and nine months ended September 30, 2005, respectively.  Also contributing to the increase in personnel-related
costs was the accrual of $2.2 million related to an amendment to the UpShot merger agreement entered into during the three months
ended September 30, 2005, as discussed in Note 5 to the accompanying unaudited condensed consolidated financial statements.

Additionally, during the three and nine months ended September 30, 2005, we increased our investment in
marketing and advertising in order to better strengthen our sales pipeline for future periods, and our sales commission expense
increased primarily due to changes in our sales compensation plans.

As a result of the increase in the number of personnel within these organizations, primarily due to the
acquisition of edocs, the facility-related costs of our sales and marketing expense increased on a year-over-year basis during the nine
months ended September 30, 2005.

Partially offsetting the increases in our sales and marketing costs were reductions relating to our cost
control initiatives (e.g., the Restructurings and our continued attention to expense reduction).  For example, previous reductions in our
capital expenditures resulted in further declines in depreciation expense during the three and nine months ended September 30, 2005,
continued consolidation of facilities resulted in decreases in facility-related costs during the three months ended September 30, 2005,
and the continued close monitoring of discretionary expenditures resulted in further reductions in our T&E expenses during the
three and nine months ended September 30, 2005.

As a percentage of total revenues, sales and marketing expenses were 24% and 26% during the three and
nine months ended September 30, 2004, respectively, as compared to 27% and 28% for the three and nine months ended September
30, 2005, respectively.

General and Administrative

General and administrative expense is composed primarily of costs associated with our executive and
administrative personnel (e.g., the CEO and legal, finance, information technology, human resources and facilities personnel) and
consists primarily of (i) salaries and occupancy costs, (ii) provision for doubtful accounts (i.e., bad debt expense), (iii) professional
services expenses (e.g., audit fees and costs associated with compliance with the Sarbanes-Oxley Act of 2002, or SOX) and (iv) legal
expenses.  The following table sets forth our general and administrative expense in terms of absolute dollars and as a percentage of
total revenues for the three and nine months ended September 30, 2004 and 2005 (in thousands, except percentages):

`Three Months Ended September 30,             Nine Months Ended September 30,
                                      -------------------------------------------  ------------------------------------------
                                         2004        2005       Change      %        2004       2005       Change        %
                                      ----------  ----------  ---------- --------  ---------- ----------  ---------- --------
General and adminstrative expense.... $ 27,243    $ 23,607    $  (3,636)    (13)%  $ 76,587   $ 76,033    $    (554)    (1)%
Percentage of total revenues.........        9 %         7 %                              8 %        8 %`

The following is a summary of the year-over-year changes in our general and administrative expenses
during the three and nine months ended September 30, 2005 from the respective period in 2004 (in thousands):

`Year-Over-Year Change
                                                           ----------------------------
                                                               Three           Nine
                                                               Months         Months
                                                               Ended          Ended
                                                            September 30,  September 30,
Cost component:                                                 2005           2005
---------------------------------------------------------- -------------  -------------
Personnel-related costs (compensation, benefits, etc.).... $      1,055   $      4,566
Legal and tax-related expenses............................       (3,106)        (1,374)
Bad debt expense..........................................          (61)           938
Professional services and other costs, net................         (501)           482
Depreciation expense......................................         (724)        (3,005)
T&E expenses..............................................          125         (1,253)
Facility-related costs (rent, utilities, etc.)............         (424)          (908)
                                                           -------------  -------------
          Total year-over-year change..................... $     (3,636)  $       (554)
                                                           =============  =============`

The personnel-related cost component of general and administrative expenses increased on a year-over-year
basis during the nine months ended September 30, 2005 primarily due to (i) our continued investment in additional executive
personnel to aid in the improvement of our operating performance, and (ii) continued investment in additional financial and
administrative personnel as part of our on-going commitment to strong internal controls.  Specifically, our average headcount in our
administrative organization increased from 551 to 557 in the nine months ended September 30, 2004 and 2005, respectively. The
personnel-related cost component of general and administrative expenses increased on a year-over-year basis during the three months
ended September 30, 2005 primarily due to amortization of deferred compensation related to RSUs, increases in wage and bonus
compensation, and payroll taxes related to stock option exercises.

Legal and tax-related expenses decreased in the three and nine months ended September 30, 2005 as
compared to the respective periods in 2004, primarily due to a reduction in expenses related to the payroll tax audits discussed in
"Outlook" above, partially offset by expenses associated with our pending merger with Oracle and other legal matters.
Please refer to Note 4 to the accompanying unaudited condensed consolidated financial statements for further discussion of these legal
and tax-related matters.

Bad debt expense increased on a year-over-year basis during the nine months ended September 30, 2005
primarily due to a higher recovery rate of amounts previously written-off during the 2004 period compared to the level of recoveries
during the 2005 period.

There were further reductions in our general and administrative costs due to our cost control initiatives
(e.g., the Restructurings and our continued attention to expense reduction).  For example, previous reductions in our capital
expenditures resulted in further declines in depreciation expense, continued consolidation of facilities resulted in decreases in
facility-related costs, and the continued close monitoring of discretionary expenditures resulted in further reductions in our T&E expenses
for the nine months ended September 30, 2005.

General and administrative expense as a percentage of total revenues was 9% and 8% during the three
and nine months ended September 30, 2004, respectively, and 7% and 8% during the three and nine months ended September 30,
2005, respectively.

Restructuring and Other Charges

As further described in Note 2 to the accompanying unaudited condensed consolidated financial
statements, we initiated a series of restructurings of our operations designed to better align our operating structure with expected
revenue levels (the "Restructurings").  The Restructurings included the following key measures: (i) the reduction of our
workforce across all functional areas; (ii) the consolidation of our excess facilities; (iii) the abandonment of certain long-lived assets,
including leasehold improvements, furniture and fixtures; and (iv) the transfer of certain technical support, quality assurance and other
product development positions to labor markets with lower cost structures.  As a result of the 2005 Restructurings, the Company
realized quarterly expense savings of approximately $6.4 million in the third quarter of 2005, and expects to realize on-going total
quarterly expense savings of approximately $7.1 million, beginning in the fourth quarter of 2005.

The following table summarizes the restructuring and related expenses incurred during the nine months
ended September 30, 2005, and the remaining obligations related to the Restructurings as of December 31, 2004 and September 30,
2005 (in thousands):

`Employee          Facility-           Asset
                                                               Termination        Related          Abandonment
                                                               Costs (1)          Costs (2)          Costs (3)          Total
                                                           ------------------ ------------------ ------------------ -------------
Restructuring obligations, December 31, 2004.............. $             265   $         105,601   $              --  $    105,866

Restructuring and related expenses:
  Recognized related to the 2005 Restructurings (4).......             6,307              51,005               4,378        61,690
  Recognized related to changes in estimates (5)..........                --              12,262                  --        12,262
  Accretion related to the Restructurings (6).............                --               1,937                  --         1,937
                                                           ------------------  ------------------  ------------------ -------------
     Total (7)............................................             6,307              65,204               4,378        75,889
Cash payments.............................................            (3,816)            (31,127)                 --       (34,943)
Non-cash charges..........................................                (2)             (1,109)             (4,378)       (5,489)
Deferred rent liability (8)...............................                --               2,777                  --         2,777
                                                           ------------------  ------------------  ------------------ -------------
Restructuring obligations, September 30, 2005............. $           2,754   $         141,346   $              --  $    144,100
                                                           ==================  ==================  ==================
     Less: Restructuring obligations, short-term..........                                                                  37,276
                                                                                                                      -------------
     Restructuring obligations, long-term.................                                                            $    106,824
                                                                                                                      =============`

(1) The costs associated with our workforce reductions consist primarily of severance payments, COBRA
benefits, payroll taxes and other associated termination costs incurred in connection with the 2003 and 2005 Restructurings.  As of
September 30, 2005, the remaining obligations relate to approximately 40 employee terminations that have yet to be completed
worldwide.  We expect to complete these terminations in 2005 and 2006.

(2) The costs associated with our facilities consolidation primarily relate to lease termination costs, costs
associated with satisfying remaining lease commitments, and expected brokerage and other re-letting costs, partially offset by
estimated sublease income.  Additionally, the Company recorded a non-cash charge equal to the prepaid rent related to the
restructured properties.

(3) As part of the consolidation of our facilities, certain leasehold improvements, furniture and fixtures were
abandoned.  As a result, we recorded a non-cash charge equal to the net book value of these abandoned assets in restructuring and
related expenses.

(4) In accordance with SFAS 146, we recorded the facility-related expenses incurred in the 2005
Restructurings after giving effect to the net present value of the related obligations.

(5) We revised our estimated obligations with respect to the facility-related expenses incurred in the 2002
Restructuring and 2003 Restructuring during the nine months ended September 30, 2005.  Similarly, during the three months ended
September 30, 2005, the Company revised its estimated obligations with respect to the facility-related expenses incurred in the
restructuring initiated in the second quarter of 2005.  Due primarily to the real estate markets in which we operate remaining at
depressed levels longer than originally anticipated, we extended the estimated sublease commencement dates and/or reduced the
estimated sublease rates on certain restructured properties. Partially offsetting these reductions in estimated sublease income were
favorable changes in estimates that resulted from entering into subleases sooner and/or at higher sublease rates than originally
anticipated on certain other restructured properties.

(6) We will continue to accrete our obligations related to the Restructurings to the then present value and,
accordingly, will recognize additional accretion expense as a restructuring and related expense in future periods.

(7) The following is a summary of the net restructuring and related expenses recognized during the three and
nine months ended September 30, 2005 (in thousands):

`Six Months          Three Months         Nine Months
                                                                 Ended               Ended               Ended
                                                             June 30, 2005     September 30, 2005  September 30, 2005
                                                           ------------------  ------------------  ------------------ 
Restructuring and related expenses:
  2005 Restructuring-related.............................. $          52,783   $           8,907   $          61,690
  Changes in estimates....................................            12,761                (499)             12,262
  Accretion...............................................               952                 985               1,937
                                                           ------------------  ------------------  ------------------
     Total restructuring and related expenses............. $          66,496   $           9,393   $          75,889
                                                           ==================  ==================  ==================`

(8) The Company reclassified to restructuring obligations the previously recorded deferred rent liability related
to the restructured properties.

Restructuring and related expenses were approximately $6.7 million and $6.3 million for the three and
nine months ended September 30, 2004, respectively, primarily related to the consolidation of the Company's excess facilities and the
abandonment of certain long-lived assets.  During the first six months of 2004, the Company revised it's estimates of employee
termination costs with respect to the 2003 Restructuring due primarily to higher than expected voluntary terminations.

The total restructuring charge and related cash outlay are based on management's current estimates,
which may change materially if further consolidations are required or if actual lease-related expenditures or sublease income differ from
amounts currently expected.  We will review the status of our restructuring activities quarterly and, if appropriate, record changes to our
restructuring obligations in current operations based on management's most current estimates.  Please refer to Note 2 to the
accompanying unaudited condensed consolidated financial statements for a further discussion of our Restructurings.

Concurrent with the 2005 Restructurings, the Company has recorded additional charges totaling
approximately $7.2 million in the accompanying unaudited condensed consolidated statements of operations during the nine months
ended September 30, 2005.   These expenses relate primarily to severance payments and accelerated RSU vesting associated with
the resignation of the Company's previous Chief Executive Officer, and compensation associated with the appointment of the
Company's new Chief Executive Officer, in April 2005.

Purchased In-Process Product Development

Three and nine months ended September 30, 2005

On January 14, 2005, we acquired all of the issued and outstanding shares of edocs, Inc.
("edocs"), a leading provider of electronic bill presentment and customer self-service software solutions.  We believe that
edocs' existing technology and certain products and functionality under development by edocs at the time of purchase will enhance our
current self-service offerings.

The technology being developed by edocs at the time of our acquisition, which is commonly referred to as
IPR&D (in-process research and development), primarily related to edocs' products designed specifically for the
telecommunications, healthcare and credit card industries.  We estimated the fair value of the IPR&D acquired in our acquisition of
edocs to be $10.9 million.  Because the IPR&D had not yet reached technological feasibility and had no alternative future use, we
reflected a $10.9 million expense under the heading "purchased in-process product development" in the accompanying
unaudited condensed consolidated statements of operations for the nine months ended September 30, 2005.

At the date of our acquisition of edocs, there were six products under development, with the estimated
percentage completion for each of these IPR&D products ranging from approximately 50% to 75%.  We determined the fair values
of the IPR&D using the "income" valuation approach and discount rates ranging from 20% to 32%.  The discount
rates selected were based in part on considerations of the rate of return implied by the purchase price and the risk associated with
achieving forecasted cash flows for edocs.  Subsequent to the acquisition, we incurred approximately $2.3 million related to the
development of these products, four of which were substantially completed by September 30, 2005.  We have ceased development of
the remaining two products.

Further, in calculating the value of amounts assigned to IPR&D, we also considered the relevant
market sizes and growth factors of the technologies, our intended use of the products, expected industry trends, the anticipated nature
and timing of new product introductions by us and our competitors, individual product sales cycles, and the estimated lives of each of
the products' underlying technologies.  We also gave consideration to the technologies' stage of completion, the complexity of the work
completed to date, the difficulty of completing the remaining development, costs already incurred, and the expected cost to complete
the project.  The value assigned reflects the relative value and contribution of the IPR&D.

Three and nine months ended September 30, 2004

On April 20, 2004, we acquired Eontec Limited ("Eontec"), a global provider of multichannel
retail banking solutions.  We estimated the fair value of the IPR&D, primarily related to Eontec's Internet banking and teller
products, to be approximately $6.0 million. Because the IPR&D had not yet reached technological feasibility and had no alternative
future use, we reflected a $6.0 million expense under the heading "purchased in-process product development" in the
accompanying unaudited condensed statement of operations for the nine months ended September 30, 2004.

Operating Income (Loss) and Operating Margin

The following table sets forth our operating income (loss) and operating margin for the three and nine
months ended September 30, 2004 and 2005 (in thousands, except percentages):

`Three Months Ended September 30,             Nine Months Ended September 30,
                                      -------------------------------------------  ------------------------------------------
                                         2004        2005       Change      %        2004       2005       Change        %
                                      ----------  ----------  ---------- --------  ---------- ----------  ---------- --------
Operating income (loss).............. $ 23,967    $ 36,168    $  12,201      51 %  $ 63,386   $(57,053)   $(120,439)  (190)%
Operating margin.....................      7.6 %      10.4 %                            6.7 %     (5.9)%`

Our operating income and operating margin increased on a year-over-year basis during the three months
ended September 30, 2005, primarily due to a year-over-year increase in total revenues, and cost controls in product development and
general and administrative expenses, net of increases in the total cost of revenues and sales and marketing expenses, restructuring
expenses of $8.5 million, $4.3 million related to an amendment to the UpShot merger agreement, and $1.6 million of merger-related
expenses associated with our pending merger with Oracle.  Our operating income (loss) and operating margin decreased on a
year-over-year basis during the nine months ended September 30, 2005, primarily due to (i) a year-over-year increase of $77 million related
to the restructuring initiated in the second quarter of 2005; (ii) declines in our software license revenues; and (iii) increases in total cost
of revenues and operating expenses, primarily due to increases in personnel-related costs associated with an expanded workforce, net
of increases in our professional services, maintenance and other revenues.

Other Income (Expense), Net

For the three and nine months ended September 30, 2004 and 2005, other income, net
was comprised of the following (in thousands):

`Three Months Ended     Nine Months Ended
                                                      September 30,          September 30,
                                                  ---------------------  ---------------------
                                                     2004       2005        2004       2005
                                                  ---------- ----------  ---------- ----------
Interest income.................................. $  12,209  $  16,932   $  35,060  $  48,073
Interest expense.................................      (174)       (97)       (728)      (748)
Net gain (loss) on marketable investments........       147       (157)      1,997       (514)
Gain on (write-down of) cost-method investments..      (275)      (160)     (1,821)     2,129
Other, net.......................................      (383)       315      (1,432)      (675)
                                                  ---------- ----------  ---------- ----------
                                                  $  11,524  $  16,833   $  33,076  $  48,265
                                                  ========== ==========  ========== ==========`

Interest income represents earnings on our cash and short-term investments.  Interest income increased
on a year-over-year basis during the three and nine months ended September 30, 2005 primarily due to an increase in our cash and
short-term investments from $2,153.7 million as of September 30, 2004 to $2,247.2 million as of September 30, 2005, along with an
increase in interest rates.   Interest expense primarily represents interest associated with our capital lease obligations.

Net gain (loss) on marketable investments represents realized gains or losses recognized upon the sale of
certain short-term debt instruments.  During the first half of 2005, we sold substantially all of our venture investment portfolio for
approximately $5.0 million resulting in a gain on these cost-method investments of $2.1 million.  Write-down of cost-method
investments in the above table during the three and nine months ended September 30, 2004 represents adjustments to certain of these
investments to the estimated fair value as the decline in these investments was deemed to be other-than-temporary.  Other, net for all
periods presented is primarily comprised of banking fees and net foreign currency transaction gains or losses.

Provision for Income Taxes and Income Tax Benefit

Historically, we have calculated the provision for income taxes in interim periods using an estimate of the
annual effective tax rate. In the second quarter of 2005, we concluded that as a result of the uncertainty of license revenues for the
remainder of the year, and the fact that our income tax rate is highly dependent upon accurate license revenue projections due to
relatively large nondeductible expenses, a small variation in projected net income could have a significant impact on our effective tax
rate.  Accordingly, consistent with footnote 7 of Financial Accounting Standards Board ("FASB") Interpretation No. 18,
"Accounting for Income Taxes in Interim Periods," the provision for income taxes in the accompanying unaudited statements
of operations for the three and nine months ended September 30, 2005 is based on the actual effective tax rate for the three- and
nine-month period (the discrete method).

During the three and nine months ended September 30, 2004, we recognized a provision for income taxes
of $17.2 million and $39.6 million, respectively, compared to a provision of $18.3 million and $10.5 million during the three and nine
months ended September 30, 2005, respectively.  Income taxes as a percentage of pretax income (loss) (the "Effective
Rate") decreased from 48% and 41% during the three and nine months ended September 30, 2004, respectively, to 35% and
(120%) for the three and nine months ended September 30, 2005, respectively.  Although we incurred a net loss before taxes of $8.8
million during the nine months ended September 30, 2005, we nonetheless incurred income tax expense of $10.5 million for the same
period, due to the geographical mix of income and non-deductible permanent differences.  A significant portion of the difference
between the rates computed for the three and nine months ended September 30, 2004 compared with the three and nine months
ended September 30, 2005 is attributable to the change in facts and circumstances requiring us to compute the 2005 tax rates using
the discrete method as described in the immediately preceding paragraph.

Changes in the geographical mix or estimated level of annual pretax income can significantly impact our
effective rate.  This process involves estimating our current tax liabilities in each jurisdiction in which we operate, including the impact, if
any, of additional taxes resulting from tax examinations, as well as making judgments regarding the recoverability of deferred tax
assets.  To the extent recovery of deferred tax assets is not likely, based on our estimation of future taxable income in each jurisdiction,
a valuation allowance is established.  Tax liabilities can involve complex issues and may require an extended period to resolve. While
we have considered future taxable income and the existence of prudent and feasible tax planning strategies in assessing our valuation
allowance, in the event we were to determine that we would not be able to realize all or part of our net deferred tax assets in the future,
we would charge to income an adjustment to the valuation allowance in the period such determination was made.

Liquidity and Capital Resources

Overview

We derive our liquidity and capital resources primarily from our cash flows from operations and from our
working capital.  Our working capital was $1,866.9 million and $1,872.8 million as of December 31, 2004 and September 30, 2005,
respectively.  With virtually no debt and a strong working capital position, we believe that we have the flexibility to continue to invest in
further development of our technology.

The significant components of our working capital are liquid assets such as cash, short-term investments
and trade accounts receivable, reduced by accounts payable, accrued expenses, restructuring obligations and deferred revenue.  We
continue to operate a cash-positive business and, accordingly, we have been able to eliminate substantially all of our long-term debt
and maintain our cash and short-term investment balances at over $2.0 billion.

We believe our current working capital and anticipated cash flows from operations will be adequate to meet
our cash needs for our daily operations and capital expenditures for at least the next 12 months.  Our liquidity could be negatively
impacted by a decrease in revenues resulting from a decline in demand for our products, which are subject to rapid technological
change, or a reduction of capital expenditures by our customers as a result of a downturn in the global economy, among other factors.
We did not repurchase any of our common stock during 2004 or 2005.

Commitments

Our future fixed commitments have not changed significantly since December 31, 2004.  Please refer to
"Liquidity and Capital Resources" in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2004 for a
further discussion of our future fixed commitments, including a five-year schedule of future cash payments under these obligations.

Cash Flows

As discussed above, one of the primary sources of our liquidity is our ability to generate positive cash flows
from operations.  The following is a discussion of our primary sources and uses of cash in our operating, investing and financing
activities:

Operations

Net cash provided by operating activities was $190.9 million and $96.4 million during the nine months
ended September 30, 2004 and 2005, respectively.  Cash provided by operating activities decreased on a year-over-year basis during
2005 primarily as the result of decreases in earnings.

During each of these periods, our cash flows from operations were primarily derived from (i) our earnings
from on-going operations prior to non-cash expenses such as depreciation, amortization and bad debt; (ii) the tax benefit related to the
exercise of employee stock options, which reduces our cash outlay for income tax expense; (iii) the unrealized foreign currency gain;
and (iv) changes in our working capital, which is primarily composed of net collections of accounts receivable, changes in prepaids and
other, payments of accounts payable and accrued expenses, payments and increases in restructuring obligations, and increases and
decreases in deferred revenue (collectively representing net cash inflows of $28.4 million and $21.5 million during the nine months
ended September 30, 2004 and 2005, respectively).

The majority of our restructuring obligations will be paid over time.  For the nine months ended September
30, 2004, cash provided by operating activities was reduced by $38.1 million for cash payments made during 2004 related to these
obligations.  For the nine months ended September 30, 2005, net restructuring obligations increased by $38.2 million, comprised of
$73.1 million in cash obligations related to the latest restructuring charge, offset by cash payments of $34.9 million.  As we settle our
remaining restructuring obligations ($144.1 million of remaining obligations, net of estimated sublease income, as of September 30,
2005), our future operating cash flows will be reduced from what they otherwise would have been in the period of settlement.  We
currently estimate that we will settle $37.3 million of these obligations in the next 12 months.

Continuing to operate a cash-positive business depends on our ability to achieve positive earnings and
maintain or increase the level of our software license revenues, including maintaining or improving the linearity of our revenues
compared to our historical levels, and continuing to effectively manage working capital.  In addition, our ability to generate future cash
flows from operations could be negatively impacted by a decrease in demand for our products, which are subject to rapid technological
change, or a reduction of capital expenditures by our customers as a result of a downturn in the global economy, among other
factors.

Investing

Net cash used in investing activities was $314.0 million and $131.6 million for the nine months ended
September 30, 2004 and 2005, respectively.  During each of these periods, our investment activities primarily related to transactions
within our short-term investments.  For the nine months ended September 30, 2004 and 2005, our purchases of short-term investments
exceeded sales and maturities by $229.6 million and $18.3 million, respectively.  The decrease in our purchases of short-term
investments on a year-over-year basis during the first three quarters of 2005 was primarily due to our purchase of edocs, as discussed
further below.

We also utilized our cash position to invest in new property and equipment, with net purchases of property
and equipment of $7.8 million and $10.0 million during the nine months ended September 30, 2004 and 2005, respectively.

We intend to continue to closely monitor our capital expenditures, while making selective investments in
additional information technology for (i) our CRM OnDemand product line, (ii) certain product development efforts, and (iii) the
replacement of certain older computer and information technology infrastructure.  Gross capital expenditures through September 30,
2005, including cash purchases, capital leases, and the acquisition of edocs' capital equipment, totaled $20.8 million.  Accordingly, we
expect our total capital expenditures to be $30 million or less for 2005.

The remaining cash flows used in investing activities for the nine months ended September 30, 2004
consisted primarily of the acquisitions of Ineto Services, Inc., for net cash consideration of $4.8 million, and Eontec, for net cash
consideration of approximately $71.1M.  The remaining cash flows used in investing activities for the nine months ended September 30,
2005 consisted primarily of the acquisition of edocs, for net cash consideration of approximately $108.3 million.  Please refer to Note 5
to the accompanying unaudited condensed consolidated financial statements for a further discussion of our acquisitions of edocs and
Eontec.

Financing

Net cash provided by financing activities was $48.0 million and $43.3 million for the nine months ended
September 30, 2004 and 2005, respectively.  Our financing activities consisted primarily of net proceeds of $57.4 million and $62.2
million during the nine months ended September 30, 2004 and 2005, respectively, from the issuance of common stock pursuant to the
exercise of stock options and our employee stock purchase plan (the "Purchase Plan").  Our cash inflows from financing
activities were partially offset by our repayment of capital lease obligations, with payments of $9.4 million and $5.8 million during the
nine months ended September 30, 2004 and 2005, respectively.

On June 8, 2005, our Board of Directors approved a quarterly dividend of $0.025 per share.  The dividend
was paid July 15, 2005 to shareholders of record on June 30, 2005.

Off-Balance Sheet Arrangements

We do not use off-balance sheet arrangements with unconsolidated entities or related parties.  Accordingly,
our liquidity and capital resources are not subject to off-balance sheet risks from unconsolidated entities.  As of September 30, 2005,
we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of SEC Regulation S-K.

We have entered into operating leases, expiring between 2005 and 2022, for most U.S. and international
sales and support offices and certain equipment in the normal course of business.  While these arrangements are often referred to as a
form of off-balance sheet financing, these arrangements are not considered off-balance-sheet arrangements as defined in Item
303(a)(4)(ii) of SEC Regulation S-K.  Please refer to Note 4 to the accompanying unaudited condensed consolidated financial
statements for detail of our future minimum lease payments under our operating leases as of September 30, 2005.

Application of Critical Accounting Policies and Use of Estimates

Use of Estimates

Our condensed consolidated financial statements are prepared in accordance with accounting principles
generally accepted in the United States ("GAAP") and the application of GAAP requires management to make estimates
that affect our reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.
In many instances, we could have reasonably used different accounting estimates.  In other instances, changes in the accounting
estimates from period to period are reasonably likely to occur.  Accordingly, actual results could differ significantly from the estimates
made by management.  To the extent that there are material differences between these estimates and actual results, our future
financial statement presentation of our financial condition or results of operations may be affected.

On an on-going basis, we evaluate our estimates, including those related to revenue recognition, provision
for doubtful accounts and sales returns, fair value of investments, fair value of acquired intangible assets and goodwill, useful lives of
intangible assets and property and equipment, income taxes, restructuring obligations, and contingencies and litigation, among others.
We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not
readily apparent from other sources.  We refer to accounting estimates of this type as "critical accounting estimates."

Critical Accounting Policies

In addition to making critical accounting estimates, we must ensure that our financial statements are
properly stated in accordance with GAAP.  In many cases, the accounting treatment of a particular transaction is specifically dictated by
GAAP and does not require management's judgment in its application, while in other cases management's judgment is required in
selecting among available alternative accounting standards that allow different accounting treatment for similar transactions (e.g.,
stock-based compensation, restructuring activities, depreciation methodology, etc.).  We believe that the following accounting policies are
critical to understanding our historical and future performance, as these policies relate to the more significant areas involving
management's judgments and estimates:

- Revenue recognition,
- Restructuring and related expenses,
- Impairment of long-lived assets,
- Provision for doubtful accounts,
- Acquired intangible assets,
- Stock-based compensation,
- Legal and tax contingencies, and
- Income taxes.

Our management has reviewed our critical accounting policies, our critical accounting estimates, and the
related disclosures with our Disclosure and Audit Committees.  These policies and our procedures related to these policies are
described further in our Annual Report on Form 10-K for the year ended December 31, 2004 in Item 7, "Management's
Discussion and Analysis of Financial Condition and Results of Operations," under the heading "Application of Critical
Accounting Policies and Use of Estimates."

Recent Accounting Pronouncements

Stock-Based Compensation

In December 2004, the FASB issued SFAS 123R.  SFAS 123R addresses all forms of share-based payment
("SBP") awards, including shares issued under the Purchase Plan, stock options, restricted stock, restricted stock units, and
stock appreciation rights.  SFAS 123R will require us to record compensation expense for SBP awards based on the fair value of the
SBP awards.  Under SFAS 123R, restricted stock and restricted stock units will generally be valued by reference to the market value of
freely tradable shares of our common stock.  Stock options, stock appreciation rights and shares issued under the Purchase Plan will
generally be valued at fair value determined through an option valuation model, such as a lattice model or the Black-Scholes option
valuation model (the model which we currently use for our footnote disclosure).  SFAS 123R is effective for annual periods beginning
after June 15, 2005 and, accordingly, we must adopt the new accounting provisions effective January 1, 2006.

Upon adoption of SFAS 123R on January 1, 2006, we expect that the on-going application of SFAS 123R
subsequent to adoption will result in a reduction to our quarterly stated earnings for 2006 by up to $30.0 million per quarter.  This
estimate is based solely on the expense associated with stock options outstanding as of September 30, 2005 (including stock-based
compensation under the Purchase Plan) and therefore does not take into consideration new stock option grants, which would increase
this estimate, or forfeitures of stock options, which would reduce this estimate.

Income Taxes

In December 2004, the FASB issued two FASB Staff Positions ("FSP") related to the American
Jobs Creation Act of 2004 (the "AJCA").  FSP No. 109-1 "Application of FASB Statement No. 109, Accounting for
Income Taxes, to the Tax Deduction on Qualified Production Activities" ("FSP 109-1") requires companies that qualify
for a deduction for domestic production activities under the AJCA to account for the deduction as a special deduction under FASB
Statement No. 109.

FSP No. 109-2 "Accounting and Disclosure Guidance for the Foreign Earnings Repatriation Provision
within the American Jobs Creation Act of 2004" ("FSP 109-2") allows companies additional time to evaluate whether
foreign earnings will be repatriated under the repatriation provisions of the AJCA and requires specified disclosures for companies
needing the additional time to complete the evaluation.  Once a decision is made to repatriate the foreign earnings, companies must
reflect the deferred tax liabilities attributable to foreign earnings in the period that the decision is made to remit those earnings.  Based
on our analysis to date, it is reasonably possible that we may repatriate between zero and approximately $156 million of foreign
earnings, with the associated tax liability ranging between zero and approximately $9 million.

Accounting Changes and Error Corrections

In June 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error Corrections, a
replacement of APB Opinion No. 20, Accounting Changes, and Statement No. 3, Reporting Accounting Changes in Interim Financial
Statements" ("SFAS 154").  SFAS 154 will require companies to account for and apply changes in accounting
principles retrospectively to prior periods' financial statements, instead of recording a cumulative effect adjustment within the period of
the change, unless it is impracticable to determine the effects of the change to each period being presented.  SFAS 154 is effective for
accounting changes made in annual periods beginning after December 15, 2005 and, accordingly, we must adopt the new accounting
provisions effective January 1, 2006.  We do not expect the adoption of SFAS 154 to have a material effect on our financial position,
results of operations or cash flows.

Employee Stock Options

Section I.  Description of Plans

Since our inception, our stock option program has been instrumental in attracting and retaining talented
employees and aligning their interests with the interests of stockholders.  Our stock option program consists primarily of two plans: the
Siebel Systems, Inc. 1996 Equity Incentive Plan (the "1996 Plan"), and the Siebel Systems, Inc. 1998 Equity Incentive Plan
(the "1998 Plan" and together with the 1996 Plan, the "Plans").  Stock options granted to executive officers, key
employees and members of our Board of Directors have generally been made under the 1996 Plan and stock options granted to
non-officer employees have generally been made under the 1998 Plan.  Our Board of Directors and stockholders have approved the 1996
Plan, and our Board of Directors has approved the 1998 Plan.

On May 5, 2004, we amended the Plans to allow us to issue restricted stock units ("RSUs").
RSUs are similar to restricted stock in that they are issued for no, or nominal, consideration; however, the holder is generally not
entitled to the underlying shares of common stock until the RSU vests.

All stock-based compensation grants are made after a review by, and with the approval of, the
Compensation Committee of the Board of Directors (the "Compensation Committee") or the full Board of Directors or, for
director equity grants, the Nominating and Corporate Governance Committee of the Board of Directors.  All members of our
Compensation Committee are independent directors, as defined in the applicable rules for issuers traded on the Nasdaq stock market.
Substantially all of our employees participate in one of the Plans.  Stock options granted under the Plans expire no later than ten years
from the grant date and generally vest over five years.  Commencing in February 2003, we began granting stock options with a
contractual life of six years, as opposed to ten years for stock options granted prior to that time.

On January 5, 2005, the Compensation Committee established a performance stock program for 2005 (the
"Performance Stock Plan"), pursuant to which our executive officers and select other employees were granted RSUs under
the Plans.  A similar performance-based plan for 2005 through which stock options, rather than RSUs, were granted under the Plans
was also adopted on January 5, 2005 (the "Performance Option Plan" and collectively with the Performance Stock Plan, the
"Performance Plans") for employees not covered by the Performance Stock Plan.

Shares granted under the Performance Plans generally vest on the third or fourth anniversaries of the date
of grant; provided, however that a portion of the shares will accelerate and become vested upon achievement of all or a specified
portion of certain defined objective financial performance goals.  Specifically, the Compensation Committee has approved the following
performance goals for 2005 and 2006:

- 2005
- 2006

The revenue-based targets set forth above will be adjusted upward to incorporate any revenue from
companies acquired during the relevant year (excluding the acquisition of edocs in 2005) and the operating margin-based targets will
be adjusted for the impact of any acquisitions and certain unusual charges (e.g., stock-based compensation, restructuring expenses,
etc.).

These performance goals have been established for vesting purposes only and in no way are intended to
estimate the actual levels of revenue or operating margin that we expect to achieve.  Accordingly, these goals should not be interpreted
to update or supersede our previously disclosed guidance on revenue and operating margins or any guidance that we may provide in
the future.  Rather, these performance goals are meant to incentivize our employees to outperform our publicly disclosed
guidance.

For each goal that is fully achieved, vesting will be accelerated for 25% of the total shares granted, such
that up to half of such accelerated shares would vest on January 31 of the year in which the Compensation Committee determines that
each of that year's goals have been met, and up to half of the remaining shares would vest on January 31 of the following year.

Section II.  Summary of Stock Option Activity during 2005

Combined activity under the Plans for the nine months ended September 30, 2005 is summarized as
follows:

`Shares                       Wtd. Avg.
                                                         Available     Number of        Exercise
                                                         for Grant      Options      Price per Share
                                                        ------------ --------------  ---------------
   Balances as of December 31, 2004...................  195,942,345    132,712,132    $       12.78
     Issuances of restricted stock and/or units, net..   (1,904,266)            --
     Options granted to employees.....................   (8,279,282)     8,279,282    $        8.70
     Options granted to officers and directors........   (2,150,000)     2,150,000    $        8.98
     Options exercised................................           --    (14,805,006)   $        2.51
     Options canceled due to employee termination.....   16,927,159    (17,171,958)   $       17.60
                                                        ------------ --------------  ---------------
   Balances as of September 30, 2005..................  200,535,956    111,164,450    $       13.04
                                                        ============ ==============`

Options from acquired company plans which are canceled due to employee terminations are not available
for future grant.

The following table details the "in-the-money" and "out-of-the-money" status of our
stock options outstanding as of September 30, 2005:

`Options Outstanding            Options Exercisable
                 ---------------------------------------  -----------------------
                                 Wtd. Avg.     Wtd. Avg.                Wtd. Avg.
                    Number       Remaining     Exercise     Number      Exercise
Options           of Shares    Life (Years)      Price     of Shares     Price
---------------- ------------  -------------  ----------  -----------  ----------
In-the-money      59,369,913            3.1    $   6.19   39,976,900    $   5.02
Out-of-the-money  51,794,537            5.1    $  20.89   41,021,597    $  21.68
                 ------------  -------------  ----------  -----------  ----------
                 111,164,450            4.0    $  13.04   80,998,497    $  13.46
                 ============                             ===========`

In-the-money stock options in the above table have exercise prices below the closing price of our common
stock as of September 30, 2005 of $10.33 and out-of-the money stock options have exercise prices equal to or greater than
$10.33.

Section III. Dilution

Summary

Historically, equity ownership has been an important component of total compensation for our employees.
Accordingly, substantially all employees are granted stock options upon commencement of employment.  We have also granted RSUs
to existing and new employees, and we will likely continue to do so in the future.  In addition, we have on occasion assumed stock
options of acquired businesses and rewarded existing employees for high levels of performance with additional grants of stock options
(consideration of additional grants is typically scheduled to occur by the end of the second quarter of each year).

In order to maintain the proper balance between the need to attract and retain employees and minimize the
dilution to existing stockholders, effective January 1, 2003 we adjusted our equity guidelines to reduce the size of stock option grants to
new and existing employees.  In addition, commencing in February 2003, we began granting stock options with a contractual life of six
years, as opposed to ten years for stock options granted prior to that time.  In 2004 and 2005, in addition to maintaining these
guidelines for new employees, we further reduced the size of our renewal grants to existing employees.

Immediately upon voluntary or involuntary termination, an employee forfeits all unvested equity
instruments, unless an applicable agreement provides otherwise.  Any vested equity instruments that are not exercised within three
months from the termination date are forfeited at the expiration of the three months, unless an applicable agreement provides
otherwise.

Summarized below is the net dilution to our stockholders during the years ended December 31, 2003 and
2004 and the nine months ended September 30, 2005, along with our option overhang as of the end of each of these respective
periods (in thousands, except percentages):

`Nine Months
                                                       Year Ended December 31,     Ended
                                                       -----------------------  September 30,
                                                         2003         2004         2005
                                                       ----------  -----------  -------------
Net options granted:                               
Stock options granted..............................      22,787       11,995        10,429
Stock options forfeited upon termination...........     (27,660)     (16,143)      (17,172)
                                                       ----------  -----------  -------------
      Net granted (forfeited)......................      (4,873)      (4,148)       (6,743)
                                                       ==========  ===========  =============
Dilution percentage (1)............................          (1)%         (1)%          (1)%
                                                       ==========  ===========  =============
Option overhang (2)................................          29 %         26 %          21 %
                                                       ==========  ===========  =============`

(1) The potential dilution to stockholders from stock options (the "Dilution Percentage") is calculated
as new stock options granted during the period, net of forfeitures by employees terminating employment, divided by the total
outstanding shares of common stock at the beginning of the respective period.

(2) Stock option overhang is calculated by dividing total stock options outstanding by the total outstanding
shares of common stock at the end of each period.

Distribution of Grants

As the table below indicates, we have continued to allocate the majority of our stock options to employees
who are not officers and directors.  "Named Executive Officers" in the below table for 2003 and 2004 represent our
then-CEO(s) and the four other most highly compensated executive officers for the respective year.  For all 2005 periods presented in this
Quarterly Report on Form 10-Q, Named Executive Officers represent the Named Executive Officers referenced in Item 11
"Executive Compensation" of our Annual Report on Form 10-K for the year ended December 31, 2004, excluding Neil
Weston, our former President, EMEA Sales, plus our current CEO, George T. Shaheen.

Summarized below is the distribution of our stock options for the years ended December 31, 2003 and 2004
and the nine months ended September 30, 2005:

`Nine Months
                                                       Year Ended December 31,     Ended
                                                       -----------------------  September 30,
                                                         2003         2004         2005
                                                       ----------  -----------  -------------
Grants during the period as a percentage of
  total granted:                                   
      Named Executive Officers.....................         4.6 %       23.3 %(1)     19.2 % (1)
      All other officers and directors as a group..         3.3          5.7           1.4
                                                       ----------  -----------  -------------
         Total for all officers and directors......         7.9         29.0          20.6
      All other employees as a group...............        92.1         71.0          79.4
                                                       ----------  -----------  -------------
         Total all grants..........................       100.0 %      100.0 %       100.0 %
                                                       ==========  ===========  =============`

(1)	Stock options granted to Named Executive Officers increased significantly during 2004 and the nine
months ended September 30, 2005, compared to our historical percentages for these same grant categories, primarily due to grants
upon the commencement of employment of our former CEO, J. Michael Lawrie, in 2004, and our current CEO, George T. Shaheen, in
2005.  These grants represented 17% and 19% of all stock options granted during 2004 and the nine months ended September 30,
2005, respectively.

During the nine months ended September 30, 2005, our Named Executive Officers and members of our
Board of Directors received RSUs or restricted stock in addition to or in place of stock options.  Please refer to "Section V.
Executive and Director Stock-Based Compensation" below for a further discussion of these grants.

Section IV. Accounting for Stock-Based Compensation

We account for our employee stock-based compensation plans using the intrinsic value method, as
prescribed by APB No. 25 "Accounting for Stock Issued to Employees" and interpretations thereof (collectively "APB
25").  Accordingly, we record deferred compensation costs, if any, related to our stock-based compensation as follows:

- Stock options—We record and measure deferred compensation for stock options granted to our employees
and members of our Board of Directors when the market price of the underlying stock exceeds the exercise price of the stock option on
the date of grant.  We record and measure deferred compensation for stock options granted to non-employees based on the fair value
of the stock options.
- Restricted stock and RSUs—We record and measure deferred compensation for restricted stock and RSUs
based on the market price of our common stock on the date of grant.

Deferred compensation is expensed on a straight-line basis over the vesting period of the applicable equity
instrument.  The terms of our stock options and restricted stock vary, but generally provide for ratable vesting over five years, with 20%
of the underlying shares vesting one year from the date of grant and the remaining shares vesting 5% quarterly thereafter.  The terms
of our RSUs provide for vesting that ranges from approximately three months to five years.  We did not grant any stock options at
exercise prices below the fair market value of our common stock during any period presented.

An alternative to the intrinsic value method of accounting for stock-based compensation is the fair value
approach prescribed by SFAS 123.  If we followed the fair value approach, we would record deferred compensation based on the fair
value of the stock option at the date of grant as determined using the Black-Scholes option valuation model.  The deferred
compensation calculated under the fair value method would then be amortized on a straight-line basis over the vesting period of the
applicable stock option.

As required by SFAS 123, we have prepared a reconciliation of our earnings as reported on our statement
of operations to the earnings that we would have reported if we had followed SFAS 123 in accounting for our stock-based
compensation arrangements.  In accordance with SFAS 123, in preparing this reconciliation we first add back all stock-based
compensation expense reflected in our statement of operations, then deduct the stock-based employee compensation expense
determined under SFAS 123.  Summarized below are the pro forma effects on our earnings as if we had elected to use the fair value
approach prescribed by SFAS 123 to account for our employee stock-based compensation plans (in thousands):

`Three Months Ended      Nine Months Ended
                                                                  September 30,           September 30,
                                                             ----------------------  ---------------------
                                                                2004       2005         2004       2005
                                                             ---------- -----------  ---------- ----------
Net income (loss):                                                                                        
  As reported............................................... $  18,330  $   34,715   $  56,831  $ (19,292)
                                                             ---------- -----------  ---------- ----------
Compensation expense related to:
  Stock options dilutive to stockholders:                                                                 
    Stock-based compensation accounted for under APB 25.....       386       1,202       2,494      5,725
    In-the-money stock options and restricted stock units...      (584)     (5,519)     (3,140)   (17,587)
    Stock purchase rights under the Purchase Plan...........    (2,554)     (2,047)     (8,071)    (6,441)
                                                             ---------- -----------  ---------- ----------
       Subtotal.............................................    (2,752)     (6,364)     (8,717)   (18,303)
                                                             ---------- -----------  ---------- ----------
  Stock options not dilutive to stockholders:                                                             
    Out-of-the-money stock options..........................   (31,062)    (16,133)   (106,132)   (63,556)
    Stock options forfeited in connection with terminations.    (4,047)         --     (15,810)    (1,896)
                                                             ---------- -----------  ---------- ----------
       Subtotal.............................................   (35,109)    (16,133)   (121,942)   (65,452)
                                                             ---------- -----------  ---------- ----------
       Total pro forma expense giving effect to SFAS 123....   (37,861)    (22,497)   (130,659)   (83,755)
                                                             ---------- -----------  ---------- ----------
  Tax benefit related to SFAS 123 expense...................        --          --          --      2,287
                                                             ---------- -----------  ---------- ----------
  Pro forma net income (loss) giving effect to SFAS 123..... $ (19,531) $   12,218   $ (73,828) $(100,760)
                                                             ========== ===========  ========== ==========`

In-the-money stock options in the above table have exercise prices below the closing price of the
Company's common stock as of the end of each of the respective periods, and out-of-the-money stock options have exercise prices
equal to or greater than the closing price of the Company's common stock as of the end of each of the respective periods.  The closing
prices as of September 30, 2004 and 2005 were $7.54 and $10.33, respectively.

As the table above illustrates, total pro forma expense for stock options includes $35.1 million and $121.9
million of expense during the three and nine months ended September 30, 2004, respectively, and $16.1 million and $65.5 million of
expense during the three and nine months ended September 30, 2005, respectively, related to (i) stock options forfeited by employees
upon termination for no consideration; and (ii) stock options that are significantly out of the money (e.g., the weighted-average exercise
price of the out-of-the-money stock options was $20.89, compared to a closing price of $10.33 per share as of September 30, 2005).
These items represented 93% of the pro forma expense for both the three and nine months ended September 30, 2004, and 72% and
78% of the pro forma expense for the three and nine months ended September 30, 2005, respectively.

Please refer to Note 1 to the accompanying unaudited condensed consolidated financial statements for a
further discussion of the fair value approach prescribed by SFAS 123, including the assumptions used to determine the fair value of and
resulting SFAS 123 expense related to stock options, and the procedures followed by us in determining those assumptions.

Section V.  Executive and Director Stock-Based Compensation

Executive Stock-Based Compensation

The following table sets forth certain information regarding stock options granted to the Named Executive
Officers during the nine months ended September 30, 2005:

`Potential Realizable Value
                          Number of      Percent of                                     at Assumed Annual Rates of
                          Securities    Total Options                                    Stock Price Appreciation     Aggregate
                          Underlying     Granted to       Exercise or                    for the Option Term (4)     Black-Scholes
                           Options        Employees       Base Price       Expiration   --------------------------   Value on Date
     Officer Name        Granted (1)     in 2005 (2)     ($/Share) (3)        Date           5%            10%       of Grant (5)
-----------------------  ------------   --------------  --------------    ------------  ------------  ------------  --------------
Thomas M. Siebel                  --              -- %  $          --              --   $        --   $        --   $          --
George T. Shaheen (6)      2,000,000            19.2 %  $        9.00      04/29/2011   $ 6,121,722   $13,888,098   $   5,920,000
R. David Schmaier                 --              -- %  $          --              --   $        --   $        --   $          --
Kenneth A. Goldman                --              -- %  $          --              --   $        --   $        --   $          --
Edward Y. Abbo                    --              -- %  $          --              --   $        --   $        --   $          --
J. Michael Lawrie                 --              -- %  $          --              --   $        --   $        --   $          --`

(1)	Stock options vest 20% on April 30, 2006, and at a rate of 5% for each quarter of service thereafter, and
have a term of six years. The stock option granted to Mr. Shaheen incorporates accelerated vesting and extended exercise provisions
upon a termination without cause and/or a change of control.  Please refer to Mr. Shaheen's offer letter, a copy of which is filed as
Exhibit 10.8 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, for further information.

(2)	Based on an aggregate of 10.4 million shares subject to stock options granted to employees pursuant to
our 1996 and 1998 Plans during the nine months ended September 30, 2005, including grants to the Named Executive Officers.

(3)	The stock option exercise price is equal to the fair market value on the date of grant, as determined
pursuant to the applicable stock option plan.

(4)	The potential realizable value is calculated based on the term of the option at the time of grant. Stock
price appreciation of 5% and 10% is assumed pursuant to rules promulgated by the SEC and does not represent our prediction of our
stock price performance or the actual value of the stock options.

(5)	Represents the aggregate fair value of the stock options on the date of grant ($2.96 per share), as
calculated using the Black-Scholes option valuation model. The fair value does not represent our prediction of our stock price
performance, and historically has had little to no relationship to the value that is actually realized. Please refer to Section IV above for a
discussion of the limitations of SFAS 123.

(6)	Mr. Shaheen commenced employment on April 12, 2005 and was appointed our CEO effective April 13,
2005.

In addition to the above grants of stock options, during the nine months ended September 30, 2005, we
granted RSUs to certain of our Named Executive Officers under the Performance Stock Plan discussed above under Section I.  The
following table sets forth certain information regarding the RSUs granted during the nine months ended September 30, 2005 to the
Named Executive Officers:

`Number of      Percent of
                          Securities     Total RSUs
                          Underlying     Granted to                      Fair Value as
                             RSUs         Employees      Fair Value at  of September 30,
     Officer Name          Granted       in 2005 (1)     Grant Date (2)      2005 (3)
-----------------------  ------------   --------------  --------------  --------------
Thomas M. Siebel                  --              -- %  $          --   $          --
George T. Shaheen            350,000 (4)        16.2 %  $   3,150,000   $   3,615,500
R. David Schmaier                 --              -- %  $          --   $          --
Kenneth A. Goldman           100,000 (5)         4.6 %  $     867,000   $   1,033,000
Edward Y. Abbo                50,000 (6)         2.3 %  $     433,500   $     516,500
J. Michael Lawrie                 -- (7)          -- %  $          --   $          --`

(1) Based on an aggregate of 2.2 million shares subject to RSUs granted to employees pursuant to the Plans
during the nine months ended September 30, 2005, including grants to the Named Executive Officers.

(2) The fair value on the grant date is calculated as the product of the number of underlying shares and the fair
value of our common stock on the date of grant.

(3) Represents the aggregate fair value of the RSUs as of September 30, 2005, calculated as the product of
the number of underlying shares and the fair value of our common stock as of September 30, 2005 of $10.33.

(4) On April 30, 2005 we granted Mr. Shaheen an RSU for 350,000 shares of our common stock in connection
with his commencement of employment.  150,000 of the underlying shares of common stock vested during the second quarter of 2005
and the remaining 200,000 shares vest two years from his commencement of employment. In the event that Mr. Shaheen is terminated
without cause or in the event of a change of control (each as defined in Mr. Shaheen's offer letter, which is filed as Exhibit 10.8 to our
Quarterly Report on Form 10-Q for the quarter ended March 31, 2005) within the first two years of Mr. Shaheen's employment, all
unvested shares will immediately vest in full.

(5) Mr. Goldman received two RSUs for a total of 100,000 shares of our common stock (each RSU
representing 50,000 shares of our common stock).  The first RSU vests in full on January 31, 2006 and the second RSU vests based
on certain defined objective financial performance goals, as described in note 6 below.

(6) The RSUs vest upon achievement of all or a specified portion of certain defined objective financial
performance goals, or if the goals are not met, on the fourth anniversary of the grant date.  Specifically, the Compensation Committee
has approved the following performance goals for 2005 and 2006:

- 2005
- 2006

The revenue-based targets set forth above will be adjusted upward to incorporate any revenue from
companies acquired during the relevant year (excluding the acquisition of edocs in 2005) and the operating margin-based targets will
be adjusted for the impact of any acquisitions and certain unusual charges (e.g., stock-based compensation, restructuring expenses,
etc.).

These performance goals have been established for vesting purposes only and in no way are intended to
estimate the actual levels of revenue or operating margin that we expect to achieve.  Accordingly, these goals should not be interpreted
to update or supersede our previously disclosed guidance on revenue and operating margins or any guidance that we may provide in
the future.  Rather, these performance goals are meant to incentivize our employees to outperform our publicly disclosed
guidance.

For each goal that is fully achieved, vesting will be accelerated for 25% of the total shares granted, such that up
to half of such accelerated shares would vest on January 31 of the year in which the Compensation Committee determines that each of
that year's goals have been met, and up to half of the remaining shares would vest on January 31 of the following year.

(7) Mr. Lawrie resigned as our CEO effective April 12, 2005.  In accordance with the terms of Mr. Lawrie's offer
letter (filed as Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2004), the remaining 200,000
unvested shares of Mr. Lawrie's RSU for 350,000 shares of common stock immediately vested in full upon his
resignation.

The following summarizes the distribution and dilutive impact of the stock options held as of December 31,
2003 and 2004 and September 30, 2005 by our Named Executive Officers:

`Year Ended December 31,
                                                       -----------------------  September 30,
                                                         2003         2004          2005
                                                       ----------  -----------  -------------
Stock options held by Named Executive
   Officers as a percentage of:                                                              
      Total options outstanding....................        18.7 %       20.9 %        19.4 %
                                                       ==========  ===========  =============
      Outstanding shares of common stock...........         5.4 %        5.5 %         4.1 %
                                                       ==========  ===========  =============`

The following table sets forth for each of the Named Executive Officers the shares acquired and the value
realized on exercise of stock options during the nine months ended September 30, 2005 and the number and value of securities
underlying unexercised options held as of September 30, 2005 by the Named Executive Officers:

`Number of
                                                      Securities Underlying       Value of Unexercised
                                                     Unexercised Options at      In-the-Money Options at
                         Shares                      September 30, 2005 (2)      September 30, 2005 (3)
                       Acquired on      Value      --------------------------  ----------------------------
    Officer Name        Exercise     Realized (1)  Exercisable  Unexercisable  Exercisable    Unexercisable
---------------------  -----------  -------------  -----------  -------------  -------------  -------------
Thomas M. Siebel        7,500,000   $ 62,703,075   11,186,134             --   $ 66,543,062   $         --
George T. Shaheen (4)          --   $         --    1,533,000      2,023,000   $ 12,670,700   $  2,660,000
R. David Schmaier              --   $         --    2,157,504        572,500   $  3,465,618   $    275,550
Kenneth A. Goldman             --   $         --    2,385,000        585,000   $    187,875   $    229,625
Edward Y. Abbo                 --   $         --      635,000        275,000   $  1,652,288   $    229,625
J. Michael Lawrie (5)          --   $         --      800,000             --   $         --   $         --`

(1) Based on the fair market value of our common stock on the exercise date, minus the exercise price,
multiplied by the number of shares exercised.

(2) Represents the total number of shares of our common stock subject to stock options held as of September
30, 2005 by the Named Executive Officers.

(3) Based on the fair market value of our common stock as of September 30, 2005 ($10.33 per share), minus
the exercise price, multiplied by the number of shares underlying the stock options.

(4) Mr. Shaheen's exercisable options were granted to him in his role as non-employee director, prior to his
appointment as our Chief Executive Officer effective April 13, 2005.  Of the 3,556,000 shares subject to options, 1,440,000 are held for
the benefit of Accenture (formerly Andersen Consulting LLP) pursuant to an agreement by and between Mr. Shaheen and Accenture.
Mr. Shaheen has disclaimed beneficial ownership of these shares.

(5) Mr. Lawrie resigned as our CEO effective April 12, 2005.  In accordance with the terms of Mr. Lawrie's offer
letter (filed as Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2004), 800,000 of his
outstanding stock options to purchase shares of our common stock immediately vested in full upon his resignation.  Mr. Lawrie has until
April 11, 2006 to exercise his vested stock options.

Director Stock-Based Compensation

Historically, our directors have not received any cash compensation for service on the Board of Directors or
any committee thereof, but have been eligible for reimbursement for certain expenses incurred in attending Board of Directors' and
committee meetings.  They have also received stock option grants from time to time.

On January 31, 2005, the Nominating and Corporate Governance Committee of our Board of Directors
approved 2005 compensation for our non-employee directors.  Each non-employee director would receive compensation equivalent to
the fair value of a stock option to purchase 20,000 shares of our common stock (based on the Black-Scholes option valuation model
and the fair market value of our common stock on the date of grant) to be allocated as follows: 50% in cash and 50% in shares of
restricted stock that vest in full on January 31, 2006.  Accordingly, in the first quarter of 2005, we awarded each of James C. Gaither, C.
Scott Hartz, Marc F. Racicot, Eric E. Schmidt, George T. Shaheen and John W. White compensation of $32,500 in cash and 3,750
shares of restricted stock that will vest in full on January 31, 2006 in consideration for their service as a director in 2005.

On April 12, 2005, Mr. Shaheen, a member of our Board of Directors, accepted an offer of
employment from our Board of Directors to serve as our Chief Executive Officer, effective as of April 13, 2005.  Per the terms of
Mr. Shaheen's offer letter, all existing stock options and restricted stock granted to Mr. Shaheen in his capacity as a member of our
Board of Directors ceased vesting as of the first day of his employment.  Further, Mr. Shaheen has reimbursed us cash consideration of
$23,418, representing the pro rata portion of the $32,500 paid to him in his capacity as a non-employee member of our Board of
Directors for the period from April 13, 2005 to December 31, 2005.

Section VI.  Equity Compensation Plan Information

Information as of September 30, 2005 related to our stock option plans is summarized as follows:

`Number of Shares
                                                     Number of        Weighted   Remaining Available
                                                    Shares to Be      Average        for Future
                                                     Issued Upon      Exercise     Issuance Under
                                                     Exercise of      Price of   Equity Compensation
                                                     Outstanding    Outstanding   Plans (Excluding
                  Plan Category                        Options        Options    Options Outstanding)
--------------------------------------------------  -------------  ------------  -------------------
 Equity compensation plans:
   Approved by stockholders (1)...................    39,718,526    $     8.62           73,426,035
   Not approved by stockholders (2)...............    70,789,078    $    15.55          134,528,590
   Acquired companies' plans (3)..................       656,846    $     9.40                   --
                                                    -------------    ----------  -------------------
                                                     111,164,450    $    13.04          207,954,625
                                                    =============                ===================`

(1) Represents shares available under the 1996 Plan, which is used for grants to our executive officers, key
employees and non-employee members of our Board of Directors.  The shares remaining available for future issuance also include 7.4
million shares available under our 2003 Employee Stock Purchase Plan.

(2) Represents shares available under the 1998 Plan, which is used for grants to our non-officer employees.

(3) We have assumed certain stock options granted to former employees of acquired companies (the
"Acquired Options").  All of the Acquired Options have been adjusted to give effect to the conversion under the terms of the
agreements between us and the companies acquired.  The Acquired Options generally become exercisable over a four-year period and
expire ten years from the date of grant.  Additional stock options will not be granted under any of the acquired companies' plans, and
these plans have not been approved by our stockholders.

Risk Factors

Set forth below and elsewhere in this quarterly report and in the other documents we file with the SEC
are risks and uncertainties that could cause actual results to differ materially from the results contemplated by the forward-looking
statements contained in this quarterly report.  Prospective and existing investors are strongly urged to carefully consider the various
cautionary statements and risks set forth in this quarterly report and our other public filings.

Failure to complete the merger with Oracle Corporation could materially and adversely affect our results
of operations and our stock price.

On September 12, 2005, we entered into a definitive merger agreement with Oracle Corporation
("Oracle"). Consummation of the merger is subject to customary closing conditions, regulatory approvals, including antitrust
approvals, and approval by our stockholders. We cannot assure you that these conditions will be met or waived, that the necessary
approvals will be obtained, or that we will be able to successfully consummate the merger as currently contemplated under the merger
agreement or at all. If the merger is not consummated:

- We may not realize any or all of the potential benefits of the merger, including any synergies that could
result from combining the financial and proprietary resources of us and Oracle;
- We will remain liable for significant transaction costs, including legal, accounting, financial advisory and
other costs relating to the merger;
- Under some circumstances, we may have to pay a termination fee to Oracle in the amount of $140 million;
- The attention of our management and our employees may be diverted from day-to-day operations;
- Our customers may seek to modify or terminate existing agreements, or prospective customers may delay
entering into new agreements or purchasing our products as a result of the announcement of the merger; and
- Our ability to attract new employees and retain our existing employees may be harmed by uncertainties
associated with the merger.

The occurrence of any of these events individually or in combination could have a material adverse affect
on our results of operations and our stock price.

Siebel Systems stockholders who elect to receive New Oracle common stock cannot be sure of the
merger consideration that they will receive.

Under the terms of the Merger Agreement, in certain circumstances, a Siebel Systems stockholder may
receive all or a portion of the merger consideration in cash even if such stockholder made an election to receive shares of common
stock of Ozark Holding Inc. ("New Oracle"), which is a direct wholly owned subsidiary of Oracle formed solely to effect the
merger and has not conducted any business. Pursuant to the Merger Agreement, Siebel Systems and Oracle will survive as wholly
owned subsidiaries of New Oracle and New Oracle will be renamed "Oracle Corporation." If holders of more than 30% of the
shares of our common stock outstanding immediately prior to completion of the merger make stock elections, each electing stockholder
will receive only a prorated portion of the merger consideration to which it is entitled in New Oracle common stock. The remaining
portion will be paid in cash at a price of $10.66 per share. In addition, if holders of less than six percent of the shares of our common
stock outstanding immediately prior to the completion of the merger make stock elections, the merger will be changed into an all-cash
transaction in which all of our stockholders will receive $10.66 per share in cash notwithstanding any previously made stock elections.
Accordingly, if a stockholder makes a stock election, that stockholder may still receive all or a portion of the merger consideration in
cash, which could result in tax consequences that differ from those that would have resulted had the stockholder received stock,
including the recognition of taxable gain to the extent cash is received.

Siebel Systems stockholders who elect to receive New Oracle common stock cannot be sure of the
number or value of the shares of New Oracle common stock they will receive upon completion of the merger, and the value of such
shares could be less than the value of the cash they would have received if they had not made a stock election.

Siebel Systems stockholders who make stock elections will not know at the time of such election the
number or value of the shares of New Oracle common stock they will receive upon completion of the merger. That value could be less
than the value of the cash they would have received if they had not made a stock election. Under the terms of the Merger Agreement,
(1) Oracle must select a deadline for making stock elections that occurs between two and 20 business days prior to the completion of
the merger, and (2) the averaging period for determining the number of shares of New Oracle common stock that will be issued in
exchange for Siebel Systems shares will be the 10 trading days prior to completion of the merger. Accordingly, the deadline for making
stock elections may occur prior to the commencement of, and will occur prior to the completion of, the averaging period for determining
the number of shares of New Oracle common stock. If a Siebel Systems stockholder has made a stock election with respect to all of
such stockholder's Siebel Systems shares, subject to certain exceptions described in the Merger Agreement, such stockholder will be
entitled to receive a number of shares of New Oracle common stock equal to $10.66 divided by (i) the average closing price of Oracle
Common Stock on the Nasdaq Stock Market over the ten trading days immediately preceding (but not including) the date on which the
Siebel Systems merger becomes effective (the "Average Oracle Stock Price") or (ii) $10.72, whichever is greater (the
"Conversion Ratio").  Siebel Systems stockholders therefore will not know the Conversion Ratio for such stockholder's
shares of Siebel Systems common stock at the time they must make their stock election. In addition, since the Average Oracle Stock
Price will be used to calculate the Conversion Ratio, the aggregate value of the shares of New Oracle common stock received by an
electing stockholder may, on the actual date of receipt by such electing stockholder, have a greater or lesser value than the deal price
of $10.66. Furthermore, since the Conversion Ratio will be fixed at .9944 if the Average Oracle Stock Price is less than $10.72, an
electing stockholder may receive per share consideration of less than $10.66 for each of such stockholder's shares of our common
stock.

If we do not integrate our products, we may lose customers and fail to achieve our financial
objectives.

Achieving the benefits of the merger will depend in part on the integration of Oracle's and our products in a
timely and efficient manner. In order for us to provide enhanced and more valuable products to our customers after the merger, we will
need to integrate our product lines and development organizations. This may be difficult, unpredictable, and subject to delay because
our products are highly complex, have been developed independently and were designed without regard to such integration. If we
cannot successfully integrate our products and continue to provide customers with products and new product features in the future on a
timely basis, we may lose customers and our business and results of operations may be harmed.

Integrating our companies may divert management's attention away from our operations.

Successful integration of Oracle's and our operations, products and personnel may place a significant
burden on our management and our internal resources. The diversion of management attention and any difficulties encountered in the
transition and integration process could harm our business, financial condition and operating results.

We expect to incur significant costs integrating the companies into a single business.

We expect to incur significant costs integrating our operations, products and personnel. These costs may
include costs for:

- employee redeployment, relocation or severance;
- integration of information systems;
- combining research and development teams and processes; and
- reorganization or closures of facilities.

In addition, we expect to incur significant costs in connection with the consummation of the merger. We do
not know whether we will be successful in these integration efforts or in consummating the merger.

The combined company may not realize the anticipated benefits from the merger.

The merger involves the integration of two companies that have previously operated independently. Oracle
expects the combined company to result in financial and operational benefits, including increased revenues, cost savings and other
financial and operating benefits from the merger. We cannot assure you, however, regarding when or the extent to which the combined
company will be able to realize these increased revenues, cost savings or benefits. This integration may also be difficult, unpredictable,
and subject to delay because of possible cultural conflicts and different opinions on technical decisions and product roadmaps. The
companies must integrate or, in some cases, replace, numerous systems, including those involving management information,
purchasing, accounting and finance, sales, billing, employee benefits, payroll and regulatory compliance, many of which are dissimilar.
In some instances, we and Oracle serve the same customers, and some of these customers may decide that it is desirable to have
additional or different suppliers. Difficulties associated with integrating the two companies could have a material adverse effect on the
combined company and the market price of New Oracle common stock.

Our officers and directors have certain interests in the merger that are different from, or in addition to,
interests of our stockholders.

Our officers and directors have certain interests in the merger that are different from, or in addition to,
interests of our stockholders. Our stockholders should be aware of these interests when considering our Board of Directors'
recommendation to adopt the Merger Agreement. Stockholders are encouraged to review the section "The Proposed
Transaction—Interests of Certain Persons in the Siebel Systems Merger" in the Form S-4 filed on October 19, 2005 for more
information.

The combined company will incur significant transaction and merger-related costs in connection with the
merger and will remain liable for significant transaction costs, including legal, accounting, financial advisory and other costs.

We and Oracle expect to incur a number of non-recurring costs associated with combining the operations
of the two companies, which cannot be estimated accurately at this time.  We and Oracle will also incur transaction fees and other costs
related to the merger, anticipated to be approximately $75 million. This amount is a preliminary estimate and subject to change.
Additional unanticipated costs may be incurred in the integration of the businesses of Oracle and Siebel Systems. Although we expect
that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses, may
offset incremental transaction and transaction-related costs over time, this net benefit may not be achieved in the near term, or at all.
Also, speculation regarding the likelihood of the closing of the merger could increase the volatility of our share price.

The merger could cause us and Oracle to lose key personnel, which could materially affect the
respective companies' businesses and require the companies to incur substantial costs to recruit replacements for lost personnel.

As a result of the merger, current and prospective Siebel Systems and Oracle employees could experience
uncertainty about their future roles within Oracle. This uncertainty may adversely affect the ability of New Oracle to attract and retain
key management, sales, marketing and technical personnel. Any failure to attract and retain key personnel could have a material
adverse effect on the business of Oracle after completion of the merger.

General customer uncertainty related to the merger could harm us and Oracle.

Our or Oracle's customers may, in response to the announcement of the proposed merger, delay or defer
purchasing decisions. If our or Oracle's customers delay or defer purchasing decisions, the revenues of Siebel Systems and Oracle,
respectively, and the revenues of the combined company, could materially decline or any anticipated increases in revenue could be
lower than expected.

We and Oracle may not be able to obtain the regulatory approvals required to consummate the merger
unless they agree to material restrictions or conditions.

Completion of the merger is conditioned upon the receipt of all required governmental consents and
authorizations, including under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and by the applicable
governmental authorities of the European Commission and in Brazil, Canada, South Africa and South Korea. We and Oracle intend to
pursue all of these consents and authorizations as required by and in accordance with the terms of the Merger Agreement. Complying
with requests from such governmental agencies, including requests for additional information and documents, could delay
consummation of the merger. In connection with granting these consents and authorizations, governmental authorities may require
divestitures of our or Oracle's assets or seek to impose conditions on New Oracle's operations after completion of the merger. Such
divestitures or conditions may jeopardize or delay completion of the merger or may reduce the anticipated benefits of the merger. Under
the terms of the Merger Agreement, although Oracle is required to use reasonable best efforts to obtain all necessary governmental
approvals, Oracle is not required to agree to any divestitures or conditions in connection with such efforts. Stockholders are encouraged
to review the section "The Proposed Transaction—Regulatory Matters," "The Merger Agreement—Covenants—Reasonable
Best Efforts Covenant," and "The Merger Agreement—Conditions to Completion of the Mergers" in the
Form S-4 filed on October 19, 2005 for more information.

In certain instances, the Merger Agreement requires us to pay a termination fee of $140 million to
Oracle. This payment could affect the decisions of a third party considering making an alternative acquisition proposal to the merger.

Under the terms of the Merger Agreement, we will be required to pay to Oracle a termination fee of $140
million if the Merger Agreement is terminated under certain circumstances. This payment could affect the structure, pricing and terms
proposed by a third party seeking to acquire or merge with us and could deter such third party from making a competing acquisition
proposal. Stockholders are encouraged to review the section "The Merger Agreement—Termination" and "The Merger
Agreement—Termination Fees Payable by Siebel Systems" in the Form S-4 filed on October 19, 2005 for more information.

Purported stockholder class action complaints have been filed against us and members of our Board of
Directors challenging the merger, and an unfavorable judgment or ruling in these lawsuits could prevent or delay the consummation of
the merger, result in substantial costs or both.

We and members of our Board of Directors were named in three purported stockholder class action
complaints filed in California in the San Mateo County Superior Court. These cases are captioned Showers v. Siebel et al., No. CIV
449535, Sheldon Miller, PC Deferred Benefits Plan v. Siebel Systems, Inc. et al., No. CIV 449534, both filed on September 12, 2005,
and Corwin v. Siebel Systems, Inc. et al., No. CIV 449608, filed on September 15, 2005. Oracle is also named as a defendant in the
Miller and Corwin complaints. Each of the complaints alleges, among other things, that the consideration being paid by Oracle for the
purchase of Siebel Systems is inadequate and that the directors have breached their fiduciary duties by entering into the agreement
without seeking to maximize stockholder value. The Miller and Corwin complaints allege that Oracle aided and abetted our directors'
alleged breaches of fiduciary duty.  We have obligations under certain circumstances to hold harmless and indemnify each of the
defendant directors against judgments, fines, settlements and expenses related to claims against such directors and otherwise to the
fullest extent permitted under Delaware law and our bylaws and certificate of incorporation. An unfavorable outcome in any of these
lawsuits could prevent or delay the consummation of the merger, or result in substantial costs to us and/or Oracle. It is also possible
that other similar lawsuits may be filed in the future.  We cannot estimate any possible loss from current or future litigation at this
time.

Our operating results may fluctuate.

We have experienced in the past, and may experience in the future, a shortfall in revenue or earnings or
otherwise fail to meet public market expectations, which could materially and adversely affect our business and the market price of our
common stock.  Our total revenue, expenses and operating results may fluctuate significantly because of a number of factors, many of
which are outside of our control.  These factors include:

- Corporate and consumer confidence in the economy, evidenced, in part, by stock market levels;
- Changes in the domestic and international economic, business and political conditions;
- Economic conditions within the information technology industry;
- Economic conditions within the key industries in which we derive our revenues, including the manufacturing
and distribution, communications, financial services, life sciences and public sector industries;
- Legal and other costs relating to defending intellectual property, regulatory enforcement actions and
other types of litigation;
- Level of product and price competition;
- Length of our sales cycle and the discretionary nature of our customers' purchase and budget
cycles;
- Size and timing of individual license transactions;
- Levels of international license transactions;
- Delay or deferral of customer implementations of our products;
- Success in expanding our professional services organization, direct sales force and indirect distribution
channels;
- Our ability to develop or acquire and market new products and services and control costs;
- Timing of new product introductions and product enhancements;
- Appropriate mix of products licensed and services sold;
- Activities of and acquisitions by competitors;
- Success of, and costs associated with, integrating and achieving the anticipated benefits of our
acquisitions;
- Timing of new hires and the allocation of our resources;
- Increases in the cost of software and professional services;
- Variations in marketing expenditures and our success in generating additional sales pipeline from those
expenditures;
- The size of and conversion rates of our sales pipeline;
- Changes in foreign currency exchange rates;
- Changes in domestic and foreign tax laws;
- Seasonal variations in operating results;
- Variations in the fiscal or quarterly cycles of our customers; and
- Changes in accounting principles generally accepted in the United States.

One or more of the foregoing factors, as well as other factors, may cause our operating expenses to be
disproportionately high during any given period or may cause our net revenue and operating results to fluctuate significantly, which
could materially and adversely affect our business, financial condition, results of operations and the market price of our common
stock.

Further, each customer's decision to implement our products and services is discretionary, involves a
significant commitment of resources and is subject to the customer's budget cycles.  In addition, the timing of license revenue is difficult
to predict because of the length of our sales cycle.  We base our operating expenses on anticipated revenue trends.  Because a high
percentage of these expenses are relatively fixed, a delay in recognizing revenue from license transactions could cause significant
variations in operating results from quarter to quarter and could result in operating losses.  If these expenses precede, or are not
subsequently followed by, increased revenues, our business, financial condition or results of operations could be materially and
adversely affected.

A variation in the conversion of our revenue pipeline to contracts could adversely affect our revenues and ability
to forecast operations.

We use a "pipeline" system, a common industry practice, to forecast sales and trends in our
business.  Our sales personnel monitor the status of all potential transactions, including the estimated closing date and potential dollar
amount of each transaction.  We aggregate these estimates periodically to generate a sales pipeline and then evaluate the pipeline to
identify trends in our business.  This pipeline analysis and related estimates of revenue has in recent periods and may in future periods
differ significantly from actual revenues in a particular reporting period.  A slowdown in the global economy, among other factors, has
caused and may continue to cause customer purchasing decisions to be delayed, reduced in amount or cancelled, all of which have
reduced and could continue to reduce the rate of conversion of the pipeline into contracts.  In addition, because a substantial portion of
our software license contracts close in the latter part of a quarter, management may not be able to adjust our cost structure to respond
to a variation in the conversion of the pipeline into contracts in a timely manner.  Our inability to respond to a variation in the pipeline or
in the conversion of the pipeline into contracts in a timely manner, or at all, could cause us to plan or budget inaccurately and thereby
could adversely affect our business, financial condition or results of operations.

Increases in services revenues as a percentage of total revenues may decrease overall margins.

We realize lower margins on our professional services and maintenance revenues than on our software
license revenues.  In addition, we may contract with certain third parties to supplement the services we provide to customers, which
generally yields lower margins than our internal services business.  As a result, if services revenues increase as a percentage of total
revenues or if we increase our use of third parties to provide services, our margins would be negatively impacted.

Hostilities involving the United States and/or terrorist attacks could harm our business.

Our operations could be negatively impacted if there are additional terrorist attacks or threats of terrorist
attacks, or if hostilities involving the United States escalate.  In the past, terrorist attacks, including attacks on the United States and
internationally, have had a significant impact on global economic conditions and our operations.  Further, as a result of past terrorist
attacks and hostilities involving the United States, we believe many of our customers and potential customers have been much more
cautious in setting and spending against their capital expenditure budgets.  Subsequent terrorist acts and/or the threat of future terrorist
attacks or escalation of hostilities involving the United States or other countries could adversely affect the growth rate of our revenue
and have an adverse effect on our business, financial condition or results of operations.  In addition, any escalation in these events or
similar future events may disrupt our operations or those of our customers, distributors and suppliers, which could adversely affect our
business, financial condition or results of operations.

The length of time required to engage a client and to implement our products may be lengthy and
unpredictable.

The timing of the sales and implementation of our products and services is lengthy and not predictable with
any degree of accuracy.  Prior sales and implementation cycles should not be relied upon as any indication of future cycles.  The
license of our software products is often an enterprise-wide decision by prospective customers and generally requires us to provide a
significant level of education to prospective customers regarding the use and benefits of our products.  In addition, the implementation
of our software products involves a significant commitment of resources by prospective customers and may involve reengineering
efforts performed by the customer or third-party systems integrators.  The cost of our software product to the customer is typically only
a portion of the related hardware, software, development, training and integration costs of implementing a large-scale business
software system.  For these and other reasons, the period between initial contact and the purchase and implementation of our software
products is often lengthy and is subject to a number of factors, many of which we have little or no control over, and which can result in
significant delays.  These factors include the size and complexity of the overall project and delays in our customers' implementation of
web-based computing environments, among others.  A delay in the sale or implementation of even a limited number of license
transactions could have a material adverse effect on our business, financial condition or results of operations and cause our operating
results to vary significantly from quarter to quarter.

Our business is subject to changing regulation of corporate governance and public disclosure that has
increased both our costs and the risk of noncompliance.

We are subject to rules and regulations of federal, state and financial market exchange entities charged
with the protection of investors and the oversight of companies whose securities are publicly traded.  These entities, including the
Public Company Accounting Oversight Board, or PCAOB, the SEC and Nasdaq, have recently issued new requirements and
regulations and continue to develop additional regulations and requirements in response to recent laws enacted by Congress, most
notably the Sarbanes-Oxley Act of 2002 ("SOX").  Our efforts to comply with these new regulations have resulted in, and are
likely to continue to result in, increased general and administrative expenses and a diversion of management time and attention from
revenue-generating activities to compliance activities.

In particular, our efforts to comply with Section 404 of SOX and the related regulations regarding our
required assessment of our internal control over financial reporting and our external auditors' audit of that assessment has required,
and continues to require, the commitment of significant financial and managerial resources.  Moreover, because these laws, regulations
and standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes
available.  This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by
on-going revisions to our disclosure and governance practices.

An unfavorable government review of our income and payroll tax returns or changes in our effective tax
rates could adversely affect our operating results.

Our operations are subject to income, payroll and indirect taxes in the United States and in multiple foreign
jurisdictions.  We exercise judgment in determining our worldwide provision for these taxes, and in the ordinary course of our business
there may be transactions and calculations where the ultimate tax determination is uncertain.

Our U.S. federal income tax returns for 2001 through 2003 are currently under examination by the IRS.  In
addition, certain of our U.S. payroll tax returns (primarily related to the timing of the payment of taxes associated with stock option
exercises), state sales and use tax returns, and international sales and value added tax returns are currently under examination and/or
review by the applicable taxing authorities.  While we believe that we have made adequate provisions related to the audits of these tax
returns, the final determination of our obligations may exceed the amounts provided for by us in the accompanying unaudited
condensed consolidated financial statements.

Specifically, we may receive assessments related to the audits and/or reviews of our U.S. and foreign
income, U.S. payroll, U.S. sales and use tax returns, or our foreign sales and value added tax returns that exceed amounts provided for
by us.  In the event we are unsuccessful in reducing the amount of such assessments, our business, financial condition or results of
operations could be adversely affected.  Further, if additional taxes and/or penalties are assessed as a result of these audits, there
could be a material effect on our income tax provision, operating expenses and net income in the period or periods for which that
determination is made.

Because of our limited history with our OnDemand subscription model, we cannot predict our revenue or
operating results.

The market for on-demand or "hosted" application services is relatively new and unproven,
and it is uncertain whether these services will achieve and sustain high levels of demand and market acceptance.  Our success will
depend in part on the willingness of enterprises to increase their use of on-demand application services in general and for front-office
applications in particular.  If enterprises do not perceive the benefits of on-demand application services, then the market for these
services may not develop at all, or may develop more slowly than we expect, either of which could significantly and adversely affect our
operating results.  In addition, if the demand for our Siebel CRM OnDemand services does not materialize as expected, our ability to
recover our investments in developing such services, including costs associated with our acquisition of UpShot Corporation and Ineto
Services, Inc. ("Ineto"), may be impaired.

We began offering Siebel CRM OnDemand, a hosted CRM application delivered as an online service,
in the fourth quarter of 2003, and Siebel Contact OnDemand, a hosted contact center application, in the first quarter of 2004.  These
OnDemand solutions are offered on a subscription basis, rather than as a perpetual license.  Our OnDemand customers have no
obligation to renew their service subscriptions after the expiration of the initial subscription period, which is typically 12 months.  Some
former customers of acquired businesses which are now a part of our OnDemand business have elected not to renew their
subscriptions.  In addition, our customers may elect to renew their service for fewer users.  Because the fee structure for our
OnDemand solutions is based on the number of users, this could reduce our revenue generated from this service.  We have limited
historical data with respect to rates of customer subscription renewals, so we cannot predict with any degree of certainty customer
renewal rates.  Our customers' renewal rates may decline or fluctuate as a result of a number of factors, many of which are beyond our
control, including their inability to continue their operations and/or spending levels.  If our customers do not renew their subscriptions for
our service, or if they renew our service for fewer users, our expectations regarding future revenues from this new product offering may
be incorrect, which could adversely affect our business, financial condition or results of operations.

Interruptions or delays in our OnDemand service from our third-party hosting providers could impair the
delivery of our service and harm our business.

We have entered into strategic relationships with hosting providers, including IBM and British Telecom, to
provide our OnDemand service through computer hardware located at the facilities of these third parties.  We do not control the
operation of these facilities, which could be subject to damage or interruption from a variety of sources, including earthquakes, fires,
power loss, telecommunications failures and similar events.   The occurrence of one of these events or other unanticipated problems at
these facilities could result in lengthy interruptions in our service.  In addition, the failure by one of our hosting providers to provide the
required data communications capacity could result in interruptions in our service.  Interruptions in our service, among other things, may
reduce our revenue, cause us to issue credits or pay penalties, cause customers to terminate their subscriptions and adversely affect
our renewal rates.

If our security measures are breached and an unauthorized party obtains access to a customer's data,
our OnDemand service may be perceived as being insecure and customers may curtail or stop using our service.

Our OnDemand service involves the storage and transmission of customers'
proprietary information, and security breaches could expose us to a risk of loss of this information, litigation and potential liability.
Because techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not recognized
until launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures.  If
an actual or perceived breach of our security occurs, the market perception of the effectiveness of our security measures could be
harmed and we could lose existing customers and our ability to obtain new customers.

We may not realize the anticipated benefits of past or future acquisitions, and integration of acquisitions
may disrupt our business and management.

We have in the past and may in the future acquire additional companies, products or technologies.  Most
recently, we acquired edocs, Inc. in January 2005, Eontec Limited in April 2004, and Ineto in January 2004.  We may not realize the
anticipated benefits of these or any other acquisition and each acquisition has numerous risks.  These risks include:

- difficulty in assimilating the operations and personnel of the acquired company;
- difficulty in effectively integrating the acquired technologies or products with our current products and
technologies;
- difficulty in maintaining controls, procedures and policies during the transition and integration;
- disruption of our on-going business and distraction of our management and employees due to integration
issues;
- inability to retain key technical and managerial personnel from the acquired business;
- inability to retain key customers, distributors, vendors and other business partners of the acquired
business;
- inability to achieve the financial and strategic goals for the acquired and combined businesses;
- incurrence of acquisition-related costs or amortization costs for acquired intangible assets that could impact
our operating results;
- impairment of our relationships with employees, customers, partners or third-party providers of technology
or products;
- failure of the due diligence processes to identify significant issues with product quality, architecture and
development, or legal and financial contingencies, among other things; and
- incurrence of significant exit charges if products acquired in business combinations are
unsuccessful.

Ultimately, if we do not successfully complete the integration of acquired businesses in a timely manner, or
at all, we may not realize the anticipated benefits of the acquisitions to the extent anticipated, which could adversely affect our
business, financial condition or results of operations.

We may incur future restructuring charges, which may adversely impact our operations.

During 2002, 2003, 2004 and the second quarter of 2005, we initiated a series of restructurings of our
operations involving, among other things, the reduction of our workforce and the consolidation of excess facilities (the
"Restructurings").  As part of the Restructurings, we ceased to use certain of our leased facilities and, accordingly, we are
negotiating certain lease terminations and/or subleases of our facilities.  We cannot predict when or if we will be successful in
negotiating lease termination agreements or subleases of our facilities on terms acceptable to us.  If we are not successful negotiating
terms acceptable to us, or at all, we may be required to materially increase our restructuring and related expenses in future periods.
Further, if we consolidate additional facilities in the future, we may incur additional restructuring and related expenses, which could
have a material adverse effect on our business, financial condition or results of operations.

We also cannot assure you that we will not reduce or otherwise adjust our workforce again in the future or
that the related transition issues associated with such a reduction will not occur again.  In addition, employees, whether or not directly
affected by the reduction, may seek future employment with our business partners, customers or competitors.  Although our employees
are required to sign a confidentiality agreement at the time of hire, we cannot assure you that the confidential nature of certain
proprietary information will be maintained in the course of such future employment.  Further, we believe that our future success will
depend in large part upon our ability to attract and retain highly skilled personnel.  We may have difficulty attracting such personnel as a
result of a perceived risk of future workforce reductions.

If we do not successfully manage the size of our operations, our business may be negatively impacted.

If we fail to manage the size of our operations effectively, our business, financial condition or results of
operations could be materially and adversely affected.  Since we began operations and continuing throughout early 2001, our business
grew rapidly.  Beginning in early 2001 and continuing through the first half of 2005, our revenues declined in part as a result of a
deterioration of the overall economy and information technology industry.  These changes in our business have placed a significant
strain on our management systems and resources.  In response to the deterioration in the information technology industry,
management completed a series of Restructurings, as described more fully in Note 2 to the accompanying unaudited condensed
consolidated financial statements.  The Restructurings have particular risks, many of which are discussed above under "We may
incur future restructuring charges, which may adversely impact our operations."  In addition, if our operations return to positive
growth we may need to implement new systems or upgrade current systems.  The failure to successfully implement such new or
improved systems on a timely basis could materially and adversely affect our business, financial condition or results of operations.

The majority of our expenses are personnel-related costs such as employee compensation and benefits,
along with the cost of the infrastructure (occupancy and equipment) to support our employee base.  The failure to adjust our employee
base to the appropriate level to support our revenues could materially and adversely affect our business, operating results and financial
condition.  In addition, expanding the distribution of our products may place new and increased demands on our direct sales force,
professional services staff, and technical and sales support staff.  There are only a limited number of qualified personnel in these areas.
Our ability to achieve expanded distribution and revenue growth in the future will depend, in part, on our success in recruiting, training,
and retaining sufficient number of qualified direct sales, professional services, and technical and sales support personnel.  If we are not
be able to expand our direct sales force, professional services staff, and technical and sales support staff as necessary to support our
operations, our business and operations could be harmed.

Decreased effectiveness of equity compensation could negatively impact our ability to attract and retain
employees, and a modification to our equity compensation strategy or recent changes in accounting for equity compensation could
adversely affect our earnings.

Accounting principles generally accepted in the United States are subject to interpretation by the Financial
Accounting Standards Board ("FASB"), the American Institute of Certified Public Accountants, the PCAOB, the SEC, and
various bodies formed to promulgate and interpret appropriate accounting principles.  A change in these principles or interpretations
could have a significant effect on our reported financial results, and could affect the reporting of transactions completed before the
implementation of a new accounting principle.

We currently account for stock options under APB 25 and, accordingly, we record compensation expense
related to stock options if the current market price of the underlying stock exceeds the exercise price of the stock option on the date of
grant.  On December 15, 2004, the FASB issued SFAS 123R, which will require us to expense stock options in our statement of
operations no later than January 1, 2006.  SFAS 123R applies to all outstanding stock options that are not vested at the effective date
and grants of new stock options made subsequent to the effective date.

Upon adoption of SFAS 123R on January 1, 2006, we estimate that our stated earnings in 2006 could be
reduced by up to $30.0 million per quarter.  This estimate is based solely on the expense associated with stock options outstanding as
of September 30, 2005 (including stock-based compensation under the Purchase Plan) and therefore does not take into consideration
new stock option grants, which would increase this estimate, or forfeitures of stock options, which would reduce this estimate.

We have historically used stock options and other forms of equity compensation as key components of our
employee compensation program in order to align employees' interests with the interests of our stockholders, encourage employee
retention, and provide competitive compensation packages.  The changing regulatory landscape could make it more difficult and
expensive for us to grant stock options to employees in the future.  In light of these changes, we have modified and anticipate that we
may further modify our equity compensation strategy to emphasize equity incentives other than stock options, including increased use
of restricted stock grants.  If employees believe that the incentives that they would receive under a modified strategy are less attractive,
we may find it difficult to attract, retain and motivate employees.  In addition, the use of alternative equity incentives may increase our
compensation expense and may negatively impact our earnings.  To the extent that new regulations make it more difficult or expensive
to grant equity instruments to employees, we may incur increased compensation costs, further change our equity compensation
strategy or find it increasingly difficult to attract, retain and motivate employees, each of which could materially and adversely affect our
business, financial condition or results of operations.

We rely on strategic relationships with systems integrators, distributors, resellers and technology vendors.

We have established strategic relationships with a number of organizations that we believe are important to
our sales, marketing and support activities and the implementation of our products.  We believe that our relationships with these
organizations provide marketing and sales opportunities for our direct sales force and expand the distribution of our products.  These
relationships allow us to keep pace with the technological and marketing developments of major software vendors and provide us with
technical assistance for our product development efforts.  Failure to maintain existing strategic relationships with systems integrators,
distributors, resellers and technology vendors, or to establish new relationships in the future, could have a material adverse effect on
our business, financial condition or results of operations.

In particular, we have established non-exclusive strategic relationships with Accenture, Capgemini, Deloitte
Consulting, IBM and BearingPoint, among others.  A significant portion of our revenues has historically been derived from customers
that have engaged systems integrators with which we have a relationship.  Any deterioration of our relationships with these significant
systems integrators could have a material adverse effect on our business, financial condition or results of operations.  Our current and
potential customers may also rely on third-party systems integrators to develop, deploy or manage Siebel Business Applications.  If we
do not adequately train a sufficient number of systems integrators, or if these integrators do not have, or do not devote, the resources
necessary to implement our products, our business, financial condition or results of operations could be materially and adversely
affected.

We also have relationships with technology vendors such as Hewlett-Packard, Intel, Microsoft and Sun
Microsystems, among others.  Failure to maintain existing relationships with such vendors on acceptable terms, or to establish new
relationships with technology vendors in the future, could have a material adverse effect on our business, financial condition or results
of operations.

If we do not maintain our relationships with third-party vendors, interruptions in the supply of our
products may result.

Portions of our products incorporate software that was developed and is maintained by third-party software
developers.  We may not be able to replace the functionality provided by the third-party software currently offered with our products if
that software becomes obsolete or incompatible with future versions of our products or is not adequately maintained or updated.
Although we believe there are other sources for these products, any significant interruption in the supply of these products could
adversely impact our sales unless and until we can secure another source.  We depend in part on these third parties' abilities to
enhance their current products, to develop new products on a timely and cost-effective basis and to respond to emerging industry
standards and other technological changes.  The inability to replace, or any significant delay in the replacement of, functionality
provided by third-party software in our products could materially and adversely affect our business, financial condition or results of
operations.

Our customers may not successfully implement our products.

Our customers frequently deploy our products to large numbers of sales, marketing and customer service
personnel.  These end users may not accept our products.  Our products are also being deployed on a variety of computer hardware
platforms and used with a number of third-party software applications and programming tools.  This use may present significant
technical challenges, particularly as large numbers of personnel attempt to use our products concurrently.  If existing customers have
difficulty deploying Siebel Business Applications or our OnDemand solutions or for any other reason are not satisfied with Siebel
Business Applications or our OnDemand solutions, our business, financial condition or results of operations could be materially and
adversely affected.

Our distribution channels may create additional risks.

We have a number of relationships with third-party resellers that assist us in selling our products.  We
generally do not have exclusive relationships with these resellers.  In an effort to minimize channel conflicts among our resellers, we
have implemented certain policies and licensing programs with each of our resellers.  These policies and programs may not effectively
minimize or eliminate all channel conflicts.  Failure to minimize channel conflicts could result in lost sales opportunities or impair our
relationship with our third-party resellers or customers, among other consequences, which could materially and adversely affect our
business, operating results and financial condition.

Our continued success will require us to keep pace with technological developments, evolving industry
standards and changing customer needs.

The software market in which we compete is characterized by (i) rapid technological change, (ii) frequent
introductions of new products, (iii) changing customer needs, and (iv) evolving industry standards.  To keep pace with technological
developments, evolving industry standards and changing customer needs, we must support existing products and develop new
products.  We may not be successful in developing, marketing and releasing new products or enhancements to Siebel Business
Applications or our OnDemand solutions that respond to technological developments, evolving industry standards or changing
customer requirements.  We may also experience difficulties that could delay or prevent the successful development, introduction and
sale of these new products or enhancements.  In addition, these new products or enhancements may not adequately meet the
requirements of the marketplace and may not achieve any significant degree of market acceptance.  If release dates of any future
products or enhancements to Siebel Business Applications or our OnDemand solutions are delayed, or if these products or
enhancements fail to achieve market acceptance when released, our business, operating results or financial condition could be
materially and adversely affected.  In addition, new products or enhancements by our competitors may cause customers to defer or
forego purchases of our products, which could have a material adverse effect on our business, financial condition or results of
operations.

We cannot predict the demand for Internet-related products and services.

Siebel Business Applications and our OnDemand solutions communicate through public and private
networks over the Internet.  The success of our products and services may depend, in part, on our ability to continue developing
products and services that are compatible with the Internet.  The increased commercial use of the Internet could require substantial
modification and customization of our products and services and the introduction of new products and services.  Further, critical issues
concerning the commercial use of the Internet, including security, privacy, demand, reliability, cost, ease-of-use, accessibility, quality of
service, the impact of "viruses," "worms" and similar malicious programs, and potential tax or other government
regulation remain unresolved and may affect the use of the Internet as a medium to support the functionality of our products and
services and the distribution of our software.  If these critical issues are not favorably resolved, our business, financial condition or
results of operations could be materially and adversely affected.

If the web-based applications market fails to grow at the pace we expect or at all, our business,
financial condition or results of operations could be materially and adversely affected.  The market for web-based applications software
is relatively new, highly competitive and rapidly changing.  We market our products primarily to customers who have migrated or are in
the process of migrating their enterprise computing systems to web-based computing environments.  Our future financial performance
will partly depend on the continued growth of organizations successfully adopting web-based computing environments.

To be successful, we must effectively compete against others in the business applications market.

Our products are designed for the front-office business applications software market.  This market is highly
competitive, rapidly changing, and significantly affected by new product introductions and the activities of other market participants.
Our products are specifically targeted at the CRM market, as well as the markets for business analytics and customer data integration.
We face competition primarily from our customers' internal information technology departments and systems integrators, as well as
other application software providers that offer a variety of products and services designed to address these markets.  We may not be
able to compete successfully against such internal development efforts.

Our customers and prospective customers are increasingly evaluating their software procurement needs
with a focus on the long-term total cost of ownership, which includes the cost of the license and the related professional services, such
as implementation, training and technical support.  With significantly lower license costs from competitive solutions, and no license cost
for internal projects, our success depends on our ability to adequately communicate our strengths in the relative capabilities of our
products, the total cost of ownership of the various alternative solutions, and the total return on investment of each of these
alternatives.

The following is a discussion of the competitive environments in which we operate:

Internal Development

We believe that our primary competition comes from custom-built applications.  Specifically, many of our
customers and potential customers have in the past developed CRM, customer and business intelligence and certain customer data
integration solutions in-house, either alone or with the help of systems integrators.  In some cases, these internal development projects
have been successful in satisfying the needs of the organization.  To compete successfully, our products must conform to the
customer's information technology standards, scale to meet the needs of growing enterprises, operate globally and cost less than an
internal development effort.  We may not be able to compete effectively against these internal development efforts.

Systems Integrators

We also face competition from systems integrators engaged by companies to build custom applications.
To successfully compete in this area, we must demonstrate and provide to the customer the cost savings and advantages of a
configurable, upgradeable and commercially supported product developed by a dedicated professional software organization.

We frequently rely on a number of systems consulting and systems integration firms for a substantial
portion of implementation and other professional services, as well as for recommendations of our products during the evaluation stage
of the purchase process.  Although we seek to maintain close relationships with these service providers, many of them have similar and
often more established relationships with our competitors.  If we are unable to develop and retain effective, long-term relationships with
these third parties, our competitive position could be materially and adversely affected.  Further, some of these third parties have
significantly greater resources than we do and may market software products that compete with us and may otherwise reduce or
discontinue their relationships with or support of us and our products.

Other Competitors

Our competitors include a number of companies that compete with us primarily within a particular product
line (e.g., analytics, interactive selling, etc.) and/or a particular industry (e.g., life sciences, financial services, etc.).  These companies
include Amdocs Limited; CAS GmbH; Chordiant Software, Inc.; Dendrite International, Inc.; E.piphany, Inc. (acquired by SSA Global);
FrontRange Solutions, Inc.; Kana Software, Inc.; Microsoft Corporation; ONYX Software Corporation; Pivotal Corporation; The Sage
Group; Salesforce.com, Inc.; SAS Institute, Inc.; Business Objects; Cognos;  StayinFront, Inc.; and Right Now Technologies, among
many others.  In addition, our competitors include several companies, such as Oracle Corporation and SAP AG, which compete in a
majority of our product lines.

Some of these competitors have longer operating histories; significantly greater financial, technical,
marketing and other resources; significantly greater name recognition; a broader product offering; and a larger installed base of
customers than we do.  In addition, many competitors have well-established relationships with our current and potential customers.  As
a result, these competitors may be able to respond more quickly to new or emerging technologies and changes in customer
requirements or to devote greater resources to the development, promotion and sale of their products than we can.

There are many factors that may increase competition in the business applications software market,
including (i) entry of new competitors, (ii) alliances among existing competitors, (iii) alliances between our competitors and systems
integrators, (iv) consolidation in the software industry or among systems integrators, and (v) technological changes or changes in the
use of the Internet.  Increased competition may result in price reductions, reduced gross margins or loss of market share, any of which
could materially and adversely affect our business, financial condition or results of operations.  We may not be able to compete
successfully against current and future competitors or competitive pressures faced by us may materially and adversely affect our
business, financial condition or results of operations.

Industry consolidation may lead to stronger competitors, which may harm our operating results.

Many leading companies in the market for business applications software have been the subject of
mergers, acquisitions and divestitures during the last several years.  For example, Oracle Corporation completed its acquisition of
PeopleSoft, Inc. during the fourth quarter of 2004, and recently announced that it had signed an agreement to acquire us.  We expect
this trend towards consolidation to continue as companies attempt to maintain or extend their market and competitive positions in the
rapidly changing business applications software industry and as companies are acquired or are unable to continue operations.  This
industry consolidation may result in stronger competitors that are better able to compete as sole-source vendors for customers.  This
could lead to more variability in our operating results due to lengthening of the customer evaluation process and/or loss of business to
these stronger competitors, which may materially and adversely affect our business, financial condition or results of operations.

If we cannot hire enough qualified employees or if we lose key employees, it will adversely affect our
ability to manage our business, develop our products and increase our revenues.

Our performance depends on the continued service of our key technical, sales and senior management
personnel.  Our key employees have not entered into employment agreements with a specified term of employment with us.  The loss
of one or more of our senior management personnel could have a material adverse effect on our business, financial condition or results
of operations.  In particular, in April 2005, upon mutual agreement between ourselves and J. Michael Lawrie, Mr. Lawrie resigned as
our Chief Executive Officer and our Board of Directors appointed George T. Shaheen as our Chief Executive Officer.  In addition, in
recent years, we have had members of our senior management announce their retirement or departure from our company.  We replace
these individuals with internal candidates and, if deemed appropriate, individuals from outside our organization.  While our internal
candidates understand our business model, they must learn a new position and take on additional or new responsibilities, which could
take time and result in the disruption to our on-going operations.  To integrate into our company, new senior personnel must spend a
significant amount of time learning our business model and management systems, in addition to performing their regular duties.
Accordingly, until new senior personnel become familiar with our business model and systems, their integration may result in some
disruption to our on-going operations.  Additionally, we may need to hire additional personnel in general or to replace internal
candidates who have been promoted and as a result, we may experience increased compensation costs that are not offset by either
improved productivity or higher prices.

We have restructured, and may in the future restructure, our sales force, which can be disruptive.

We continue to rely heavily on our direct sales force.  In recent years, we have restructured or made other
adjustments to our sales force in response to factors such as conditions in the information technology industry, our expenses related to
revenues, management changes, product changes and other external and internal considerations.  Changes in the structure of the
sales force and sales force management have resulted in a temporary lack of focus and reduced productivity that may have affected
revenues in one or more quarters.  If we continue to restructure our sales force, then the transition issues associated with restructuring
the sales force may recur.  Such restructuring or associated transition issues can be disruptive and adversely impact our business and
operating results.

Software errors or defects in our products could reduce revenues.

Software products frequently contain errors or failures, especially when first introduced or when new
versions are released, and can be affected by viruses.  We have in the past been, and may in the future be, forced to delay the
commercial release of products until the software problems have been corrected.  We could lose revenues as a result of software
viruses, errors or defects, including defects in third-party products with which our products work.  Our products are intended for use in
applications that may be critical to a customer's business.  As a result, we expect that our customers and potential customers will have
a greater sensitivity to product defects than the market for software products generally.  Testing errors may also be found in new
products or releases after commencement of commercial shipments, resulting in loss of revenue or delay in market acceptance,
damage to our reputation, or increased service and warranty costs, any of which could have a material adverse effect upon our
business, financial condition or results of operations.

We may not be able to protect our proprietary information.

We rely primarily on a combination of patent, copyright, trade secret and trademark laws, confidentiality
procedures and contractual provisions to protect our proprietary rights in our products.  We also believe that the technological and
creative skills of our personnel, new product developments, frequent product enhancements, name recognition and reliable product
maintenance are essential to establishing and maintaining a technology leadership position.  We seek to protect our software,
documentation and other written materials under patent, trade secret and copyright laws, which afford only limited protection.  Any
patents issued to us may be invalidated, circumvented or challenged.  Any of our pending or future patent applications, whether or not
being currently challenged, may not be issued with the scope of the claims we seek, if at all.  Furthermore, others may develop
technologies that are similar or superior to our technology or design around our patents.

Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of
our products or to obtain and use information that we regard as proprietary.  Policing unauthorized use of our proprietary rights is
difficult.  In addition, the laws of some foreign countries do not protect our proprietary rights as fully as do the laws of the United States.
Our means of protecting our proprietary rights in the United States or abroad may not be adequate.  We have entered into agreements
with substantially all of our customers that require us to place Siebel Business Applications source code into escrow.  Such agreements
generally provide that such parties will have a limited, non-exclusive right to use such code if (i) there is a bankruptcy proceeding by or
against us, (ii) we cease to do business, or (iii) we fail to meet our support obligations.

Although we do not believe that we are infringing any proprietary rights of others, third parties may claim
that we have infringed their proprietary rights.  Furthermore, former employers of our former, current or future employees may assert
claims that such employees have improperly disclosed to us the confidential or proprietary information of such former employers.  Any
such claims, with or without merit, could (i) be time-consuming to defend, (ii) result in costly litigation, (iii) divert management's attention
and resources, (iv) cause product shipment delays, and (v) require us to pay monetary damages or enter into royalty or licensing
agreements.  A successful claim of product infringement against us and our failure or inability to license or create a workaround for
such infringed or similar technology may materially and adversely affect our business, financial condition or results of operations.

Our international operations involve unique risks.

Our revenues are primarily derived from large multinational companies.  To service the needs of these
companies, we must provide worldwide product support services.  We have expanded and in the future may expand our international
operations and enter additional international markets.  This will require significant management attention and financial resources that
could adversely affect our operating margins and earnings.  We may not be able to maintain or increase international market demand
for Siebel Business Applications and our OnDemand solutions.  If we do not, our international sales will be limited and our business,
financial condition or results of operations could be materially and adversely affected.

Our international operations are subject to a variety of risks, including (i) foreign currency fluctuations, (ii)
economic or political instability, (iii) shipping delays, and (iv) various trade restrictions.  Any of these risks could have a significant
impact on our ability to deliver products on a competitive and timely basis.  Significant increases in the level of customs duties, export
quotas or other trade restrictions could also have an adverse effect on our business, financial condition or results of operations.  In
situations where direct sales or purchases are denominated in foreign currency, any fluctuation in the exchange rate may adversely
affect our business, financial condition or results of operations.  Generally, we manage our foreign currency exchange rate risk by
entering into contracts to sell or purchase foreign currency at the time a foreign currency receivable or payable is generated.  When the
foreign currency asset or liability is extinguished, the contract is liquidated, and the resulting gain or loss on the contract mitigates the
exchange rate risk of the associated asset or liability.  In certain instances, we have not hedged foreign currency receivables and
payables when the forward contracts in the relevant currency were not readily available or were not cost-effective.

Our stock price may continue to be volatile.

The trading price of our common stock has fluctuated substantially since our initial public offering in June
1996.  The trading price is subject to significant fluctuations in response to (i) variations in quarterly operating results; (ii) the gain or
loss of significant orders; (iii) changes in earnings estimates by analysts; (iv) changes in our revenue and/or earnings expectations as
announced in our earnings calls; (v) announcements of technological innovations or new products by us or our competitors; (vi)
changes in domestic and international economic, political and business conditions; (vii) general conditions in the software and computer
industries; (viii) the recent lack of public confidence in corporate governance and accounting practices; and (ix) other events or factors.
In addition, the stock market in general has experienced extreme price and volume fluctuations that have affected the market prices for
many companies in industries similar or related to ours and that have been unrelated to the operating performance of these companies.
These market fluctuations have adversely affected and may continue to adversely affect the market price of our common stock.

Provisions in our charter documents may prevent, discourage or delay certain corporate actions.

Our Board of Directors is authorized to issue up to 2,000,000 shares of preferred stock and to determine
the price, rights, preferences, privileges and restrictions, including voting rights, of those shares without any further approval by our
stockholders.  One of these shares has been designated Series A1 Preferred Stock, which was issued in connection with the
acquisition of Janna Systems Inc. in 2000, and 100,000 shares have been designated as Series A2 Junior Participating Preferred
Stock, which were authorized in connection with a stockholders' rights plan that we implemented in 2003.  Additional shares of
preferred stock could be authorized or issued with voting, liquidation, dividend and other rights superior to those of the common
stock.

The rights of the holders of common stock will be subject to and may be adversely affected by the rights of
the holders of any preferred stock that has already been authorized or issued, or that may be issued in the future.  The issuance of the
Series A2 Junior Participating Preferred Stock or the authorization of additional classes of preferred stock by our Board of Directors in
the future, while providing desirable flexibility in connection with possible acquisitions and other corporate purposes, could make it more
difficult for a third party to acquire a majority of our outstanding voting common stock.  In addition, the following factors could also delay
or make more difficult a merger, tender offer or proxy contest: (i) our classified Board of Directors, (ii) certain provisions of our certificate
of incorporation, (iii) certain provisions of our bylaws, and (iv) certain provisions of Delaware law.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The tables below provide information about our derivative financial instruments and other financial
instruments that are subject to market risk.  The first table includes our foreign currency contracts used to minimize the impact of
changes in currency rates on existing foreign currency receivables, payables and intercompany balances, which are subject to
exchange rate risk.  The second table includes our available-for-sale short-term investments, which are subject to interest rate risk.

We manage our foreign currency exchange rate risk by entering into contracts to sell or buy foreign
currency at the time a foreign currency receivable or payable is generated.  When the foreign currency asset or liability is extinguished,
the contract is liquidated, and the resulting gain or loss on the contract mitigates the exchange rate risk of the associated asset or
liability.

The following table summarizes as of September 30, 2005 our foreign currency forward contracts, by
currency.  All of our foreign currency forward contracts mature within one year.  Contract amounts are representative of the expected
payments to be made under these instruments (in thousands):

`Contract Amount    Contract         Fair
                                           (Local Currency)    Amount      Value (US$)
                                           ----------------  -----------  -------------
Australian dollars ("AUD") (contracts
  to pay AUD/receive US$).................      (AUD) 9,103    US$ 6,966  $         20

Brazilian real ("BRL") (contracts to
  pay BRL/receive US$)....................     (BRL) 28,651   US$ 12,514  $        (62)

British pounds ("GBP") (contracts to
  pay GBP/receive EUR)....................      (GBP) 8,964   EUR 13,072  $        (19)

Canadian dollars ("CAD") (contracts
  to pay CAD/receive US$).................        (CAD) 397      US$ 278  $         75

Japanese yen ("JPY") (contracts to
  pay JPY/receive US$)....................  (JPY) 1,616,162   US$ 14,509  $        142

Korean won ("KRW") (contracts to receive
  KRW/pay US$)............................      (KRW) 6,517        US$ 5  $         (8)

Mexican pesos ("MXN") (contracts
  to pay MXN/receive US$).................     (MXN) 15,304    US$ 1,417  $         19

Singapore dollars ("SGD") (contracts
  to pay SGD/receive US$).................        (SGD) 385      US$ 279  $        (57)

British pounds ("GBP") (contracts to
  pay GBP/receive USD).....................     (GBP) 1,500    US$ 2,674  $         35

Czech Republic koruna ("CZK") (contracts
  to receive CZK/pay EUR).................     (CZK) 12,033      EUR 411  $         (3)

Euros ("EUR") (contracts to receive
  EUR/pay US$)............................    (EUR) 223,597  US$ 277,819  $     (7,431)

Euros ("EUR") (contracts to pay
  EUR/receive US$)........................      (EUR) 8,340   US$ 10,259  $        207

Swedish krona ("SEK") (contracts to
  receive SEK/pay EUR)....................      (SEK) 7,639      EUR 819  $          3

Swiss francs ("CHF") (contracts to
  receive CHF/pay EUR)....................      (CHF) 5,911    EUR 3,804  $         17

Australian dollars ("AUD") (contracts to
  pay AUD/receive EUR)....................      (AUD) 1,137      EUR 589  $        (63)`

The following table summarizes our short-term investments and the weighted average yields as of
September 30, 2005 (in thousands, except percentages):

`Expected Maturity Date
                                     -------------------------------------------------------------------------
                                       2005      2006      2007      2008      2009    Thereafter     Total
                                     --------- --------- --------- --------- --------- ----------- -----------
US Treasury and Agency securities...  $28,699  $180,393   $87,010   $36,490   $10,429     $40,531    $383,552
  Weighted average yield............     3.63%     4.24%     4.34%     4.26%     4.30%       4.26%

Corporate bonds.....................  $46,329  $274,423  $238,052  $163,665   $92,613     $21,560    $836,642
  Weighted average yield............     4.01%     4.27%     4.52%     4.58%     4.70%       4.42%

Asset-backed securities.............  $22,473  $229,526  $123,536   $65,689   $14,629      $5,058    $460,911
  Weighted average yield............     3.84%     4.13%     4.22%     4.93%     5.02%       4.19%
                                     --------- --------- --------- --------- --------- ----------- -----------
Total short-term investments........  $97,501  $684,342  $448,598  $265,844  $117,671     $67,149  $1,681,105
                                     ========= ========= ========= ========= ========= =========== ===========`

The securities in the above table, like all fixed income instruments, are subject to interest rate risk and,
accordingly, if market interest rates increase, these investments will decline in value.  By way of example, if market interest rates were
to increase immediately and uniformly by 100 basis points from levels as of September 30, 2005, the fair value of the above
investments would decline by approximately $23.6 million.

We manage our interest rate risk by maintaining an investment portfolio with debt instruments of high credit
quality and relatively short average maturities.  We also manage interest rate risk by maintaining sufficient cash and cash equivalent
balances such that we are typically able to hold our investments to maturity, if necessary.

Item 4.	 Controls and Procedures

We have historically made our internal control over financial reporting a high priority and we continue to do
so.  Our Internal Control Committee, comprised primarily of senior financial and legal personnel, assists us in ensuring that our internal
control over financial reporting is complete, accurate and appropriately documented.  In addition, our internal audit department reviews
and tests our internal control in order to ensure that it is designed appropriately and is operating as designed.  The Sarbanes-Oxley Act
of 2002 ("SOX") and resulting rules adopted by the Securities and Exchange Commission served as a catalyst for us to
formalize many of our processes, controls and procedures that we have instituted to ensure proper financial reporting.

Under the supervision and with the participation of our management, including our principal executive
officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined
under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act").  Based on this
evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were
effective as of the end of the period covered by this quarterly report.

Responsibility for Disclosure and Internal Control

Our management, including our CEO and CFO, has the responsibility of establishing and maintaining
adequate Disclosure Control (as defined below) and Internal Control (as defined below) over our financial reporting.  "Disclosure
Control" is a set of procedures that is designed to ensure that information required to be disclosed in reports filed or furnished with
the SEC, such as this quarterly report, is recorded, processed, summarized and reported within the time periods specified in the SEC
rules and forms.  Disclosure Control is also designed to ensure that such information is accumulated and communicated to our
management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

"Internal Control" is a set of processes designed by, or under the supervision of, our principal
executive and financial officers, or persons performing similar functions, and effected by our Board of Directors, management and other
personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with accounting principles generally accepted in the United States ("GAAP").  Internal
Control includes those policies and procedures that:

1. pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions
and dispositions of our assets;
2. provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with
authorizations of our management and directors; and
3. provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or
disposition of our assets that could have a material effect on the financial statements.

Our CEO and CFO note that during the three months ended September 30, 2005, there have been no
changes in our Internal Control or in other factors that materially affected or are reasonably likely to materially affect such controls,
including any corrective actions with regard to material weaknesses.  We have historically considered our Internal Control a high priority
and strive to continually improve our Internal Control.  Accordingly, we have taken and will continue to take corrective action if and as
we discover deficiencies in our Internal Control.

Limitations on the Effectiveness of Controls

Our management, including our CEO and CFO, does not expect that our Disclosure Control or our Internal
Control will prevent all error and all fraud.  A control system, no matter how well conceived and operated, can provide only reasonable,
not absolute, assurance that the objectives of the control system are met.  Further, the design of a control system must reflect the fact
that there are resource constraints, and the benefits of controls must be considered relative to their costs.  Because of the inherent
limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud,
if any, within a company have been detected.  These inherent limitations include the realities that judgments in decision-making can be
faulty and that breakdowns can occur because of a simple error or mistake.  Additionally, controls can be circumvented by the individual
acts of some persons, by collusion of two or more people, or by management override of the controls.  The design of any system of
controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any
design will succeed in achieving its stated goals under all potential future conditions.  In addition, over time, controls may become
inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.  Because of
the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.



Part II.  Other Information

Item 1.	  Legal Proceedings

Regulation FD

On May 6, 2003, the Enforcement Division staff ("Staff") of the Securities & Exchange
Commission ("SEC") contacted us and indicated that a May 1, 2003 article on CBS MarketWatch had raised questions
regarding our compliance with Regulation FD.  In August 2003, the Staff notified us and two of our officers of the Staff's preliminary
decision to recommend that the SEC take enforcement action against us and these officers in regard to statements allegedly made
prior to and during an April 30, 2003 dinner.  In response, we and the officers filed submissions with the SEC that we believe contained
numerous meritorious defenses to these allegations.  Despite these submissions, on June 29, 2004, the SEC filed a lawsuit in the
United States District Court of the Southern District of New York against us and the two officers alleging, among other things, that we
and the officers violated Regulation FD in connection with the statements described above.  The SEC sought an order that imposes
permanent injunctions, civil penalties and other equitable relief.

In September 2004, we filed a motion to dismiss the complaint.  A hearing on the motion occurred on
March 15, 2005.  On September 1, 2005, the Court granted our motion to dismiss the case in its entirety.
The SEC has decided not to appeal this ruling, and the deadline to appeal has passed.

Stock Option Grant Inquiry

On March 7, 2005, the SEC provided us with a copy of an order of investigation regarding certain stock
option grants by a number of companies, including us.  The SEC has advised us that this is a confidential fact finding inquiry and has
confirmed that the issuance of the order does not indicate that it has concluded that we have violated any securities laws.  We intend to
cooperate with the SEC as this investigation continues to develop.  We are unable to estimate the potential financial impact this matter
could have on us.

Shareholder Class Actions

On March 10, 2004, William Wollrab, on behalf of himself and purportedly on behalf of a class of our
stockholders, filed a complaint in the United States District Court for the Northern District of California against us and certain of our
officers relating to predicted adoption rates of Siebel v7.0 and certain customer satisfaction surveys.  This complaint was consolidated
and amended on August 27, 2004, with the Policemen's Annuity and Benefit Fund of Chicago being appointed to serve as lead plaintiff.
In October 2004, we filed a motion for dismissal of this case, which was granted on January 28, 2005 with leave to amend.  Plaintiffs in
this case filed an amended complaint on February 28, 2005, and we filed a motion to dismiss the amended complaint on April 27, 2005.
A hearing on the motion occurred on November 4, 2005.

On April 12, 2004, Pamela Plotkin, on behalf of herself and purportedly on behalf of a class of our
stockholders, filed a complaint in the Superior Court of California (the "Superior Court") against us and members of our
Board of Directors on similar claims described above.  The Superior Court dismissed the complaint by Ms. Plotkin on September 23,
2004, but gave Ms. Plotkin leave to file a new, amended complaint, which was subsequently filed by Ms. Plotkin.  The Superior Court
dismissed the amended complaint on December 28, 2004, but again gave Ms. Plotkin leave to file a new, amended complaint.  Ms.
Plotkin filed a new amended complaint on January 14, 2005.  On February 2, 2005, the parties to this complaint agreed to stay (i.e.,
place on hold) the entire case until the motion to dismiss the amended complaint in the federal class action has been decided.

On September 12, 2005, Gloria Showers, on behalf of herself and purportedly on behalf of a class of our
stockholders, and Sheldon Miller, on behalf of himself and purportedly on behalf of a class of our stockholders, each filed a complaint in
the Superior Court of California against us and members of our Board of Directors relating to our proposed merger with Oracle
Corporation.  On September 15, 2005, Robert Corwin, on behalf of himself and purportedly on behalf of a class of our stockholders,
filed a complaint in the Superior Court of California against us and members of our Board of Directors on similar claims. The complaints
allege in substance that the directors breached their fiduciary duties in agreeing to the proposed merger for failing to maximize
stockholder value.  The Miller and Corwin complaints also name Oracle Corporation as a defendant on the ground that it aided and
abetted the alleged violations.

These complaints seek injunctive relief and damages together with interest and reimbursement of costs
and expenses of litigation.  We believe the allegations in each of these actions are without merit and we intend to defend vigorously
against these claims.

Employee Class Action

On January 15, 2004 and May 5, 2004, Zhiyu Zheng, a former employee, as representative of a recently
certified class of Siebel Software Engineers and Senior Software Engineers, filed a First Amended Complaint and Second Amended
Complaint, respectively, in the United States District Court for the Northern District of California against us, claiming that based on their
job duties, Siebel Software Engineers and Senior Software Engineers do not meet exemption criteria as defined under California law,
and as such are owed back wages, overtime pay, and certain other benefits.  We believe the allegations in this action are without merit
and we intend to defend vigorously against this claim.

General

We are subject to legal proceedings and claims, either asserted or unasserted, which arise in the ordinary
course of business.  While the outcome of these proceedings and claims cannot be predicted with certainty, management does not
believe that the outcome of any pending legal matter will have a material adverse effect on our consolidated financial position, although
results of operations or cash flows could be affected in a particular period.

There have been no material pending actions adverse to us brought by a director, office or affiliate.

Item 6.	  Exhibits

|Exhibit Number | Description of Document                                                                                                                                                                          
|-------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1            | Agreement and Plan of Merger and Reorganization dated October 14, 2003, as amended, among
the Registrant, Underground Acquisition Corp. and UpShot Corporation. (1)                              
|2.2            | Share Purchase Agreement dated as of April 20, 2004, by and among Siebel Systems Ireland Holdings Limited,
Eontec Limited, the Selling Shareholders and Bernard Horn, as Shareholders' Agent. (2)
|2.3            | Agreement and Plan of Merger dated September 12, 2005, among the Registrant, Oracle Corporation,
Ozark Holding Inc., Ozark Merger Sub Inc. and Sierra Merger Sub Inc. (3)                        
|3.1            | Amended and Restated Certificate of Incorporation of the Registrant, as amended to date. (4)                                                                                                     
|3.2            | Amended and Restated Bylaws of the Registrant. (5)                                                                                                                                               
|4.1            | Reference is made to Exhibit 3.1 and Exhibit 3.2.                                                                                                                                                
|4.2            | Specimen Stock Certificate. (6)                                                                                                                                                                  
|4.3            | Certificate of Designation of Series A1 Preferred Stock of the Registrant. (7)                                                                                                                   
|4.4            | Indenture between the Registrant, as Issuer, and Chase Manhattan Bank and Trust Company,
National Association, as Trustee, dated September 15, 1999. (8)                                         
|4.5            | Certificate of Designation of Series A2 Junior Participating Preferred Stock. (9)                                                                                                                
|4.6            | Rights Agreement dated as of January 29, 2003, between the Registrant and Mellon Investors
Services LLC, as Rights Agent. (9)                                                                    
|4.7            | Form of Rights Certificate. (9)                                                                                                                                                                  
|4.8            | Rights Plan, as amended. (10)                                                                                                                                                                    
|10.1           | Employee Retention Benefit Plan, effective as of May 20, 2005. (11)                                                                                                                              
|10.2           | Director Level Employee Retention Benefit Plan, effective as of May 20, 2005. (11)                                                                                                               
|10.3           | Vice President Level Employee Retention Benefit Plan, effective as of May 20, 2005. (11)                                                                                                         
|10.4           | Senior Executive Retention Benefit Plan, as amended, effective as of August 28, 2005. (3)                                                                                                        
|10.5           | Form of Indemnity Agreement entered into between the Registrant and its officers and directors. (1)
       PDF                                                                                   
|31.1           | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (1)                                                                                                                     
|31.2           | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (1)                                                                                                                     
|32.1           | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (1)                                                                                                                     

__________________

(1) Filed herewith.
(2) Incorporated by reference to the Registrant's Current Report on Form 8-K filed on May 4, 2004.
(3) Incorporated by reference to the Registrant's Current Report on Form 8-K filed on September 19, 2005.
(4) Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2001.
(5) Incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2002.
(6) Incorporated by reference to the Registrant's Registration Statement on Form S-1 (No. 333-03751), as amended.
(7) Incorporated by reference to the Registrant's Current Report on Form 8-K filed on November 27, 2000.
(8) Incorporated by reference to the Registrant's Registration Statement on Form S-3 (No. 333-91777) filed on November 30, 1999.
(9) Incorporated by reference to the Registrant's Current Report on Form 8-K filed on January 29, 2003.
(10) Incorporated by reference to the Registrant's Current Report on Form 8-K filed on September 12, 2005.
(11) Incorporated by reference to the Registrant's Current Report on Form 8-K filed on May 26, 2005.

Availability of this Report

We intend to make this Quarterly Report on Form 10-Q publicly available on our website (www.siebel.com)
without charge immediately following our filing with the Securities and Exchange Commission.  We assume no obligation to update or
revise any forward-looking statements in this Quarterly Report on Form 10-Q, whether as a result of new information, future events or
otherwise, unless we are required to do so by law.

---

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

SIEBEL SYSTEMS, INC.(Registrant)Dated: November 4, 2005By:
    /s/ Kenneth A. GoldmanKenneth A. GoldmanSenior Vice President, Finance and
                                    Administration and
                                    Chief Financial Officer

---