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Browser Breach:
How One Sweet Deal
Unraveled for Netscape
After Microsoft Called
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Software Giant Was Willing
To Spend Big Up Front
To Get KPMG Contract
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`We're a Strange Company'
By David Bank
11/13/1997
The Wall Street Journal
Page A1
In June, KPMG Peat Marwick LLP invited Jim Barksdale , chief executive
of Netscape Communications Corp., to deliver the August keynote
address at the huge accounting firm's annual meeting in Florida.
The invitation from Roger Siboni, KPMG 's vice chairman, capped
Netscape's success in a months-long effort to win a major contract
to supply KPMG with Internet software.
Two months later, however, Microsoft Corp.'s chairman, Bill Gates
-- not Mr. Barksdale -- stoo d with Mr. Siboni on the stage in Orlando,
after Microsoft walked away with the KPMG Internet business and
much more.
In those two months, Microsoft offered a blizzard of incentives
so compelling that Mr. Siboni reversed his decision, rescinded his
invitation to Mr. Barksdale and directed technicians to remove Netscape's
software that was already being installed on KPMG computers. "We
saw a Microsoft organization that was relentless in terms of desire
and drive," Mr. Siboni says. "We understand why Microsoft
is what Microsoft is. They're smart. They're tough. They're relentless."
Microsoft's tactics for taking away one of Netscape's most important
customers illustrate the company's powerful abilities to extend
its reach and conquer new markets. The company has such deep pockets,
and so many ways to tie a simple software sale to broader business
opportunities, that it can, in effect, pay customers like KPMG to
use its products.
No one, including Mr. Barksdale at Netscape, is saying Microsoft
did anything wrong, unethical or illegal in relentlessly chasing
the KPMG account. All that was broken, says a disappointed Mr. Barksdale
, was an oral commitment.
"Roger told me I had the business and that's all I needed,"
Mr. Barksdale says. "I never met a man who wouldn't keep his
word if it didn't cost him any money. The trick is, who will keep
their word when it will cost them some money? That separates the
guys I want to hang with from the rest of the pack."
Before losing KPMG 's Internet business to Microsoft, Netscape
had actually won it not once, but twice.
After evaluating both companies' products last fall, KPMG selected
Netscape over Microsoft to create an "intranet," an Internet-based
internal network for KPMG 's U.S. operations. The Netscape software
was to be used to allow KPMG 's 18,000 accountants and consultants
to share documents, exchange electronic mail, connect with clients,
automate business processes and even hold electronic "town
hall" meetings.
KPMG signed the contract and paid Netscape in full, though neither
company will disclose the amount. Netscape announced the deal on
Jan. 24. "Netscape offers KPMG the industry's most compelling
solution for our knowledge-management needs," Allan Frank,
then KPMG 's chief technology officer, said in a news release. More
important, KPMG agreed to help its large roster of corporate clients
install Netscape's systems as well, a provision that promised Netscape
a bonanza of additional business. The news caught Microsoft off
guard. "That was not a good day for me," says Ian Rogoff,
Microsoft's manager for large corporate accounts. "There were
a ton of meetings at all levels. `What did we do wrong? Why did
KPMG select Netscape?'"
The questions came from Jeff Raikes, Mr. Rogoff's fiercely competitive
boss and one of Mr. Gates's chief lieutenants. Microsoft sees Netscape's
lead in the Internet-browser market as one of its most serious challenges.
Eager to see if the Netscape deal could be broken, Mr. Raikes gathered
intelligence from his sister, who happened to be a KPMG consultant.
She suggested calling Mr. Siboni.
Mr. Siboni agreed to a half-hour breakfast at the Ritz-Carlton
hotel in New York in February, a meeting that stretched to two hours.
The two men challenged each other. Mr. Raikes said Microsoft hadn't
gotten a fair shake in the software competition and asked Mr. Siboni,
"Are you guys just contrarians?" Mr. Siboni, keenly aware
of Microsoft's reputation for driving one-sided deals, retorted,
"You guys don't know how to partner with anybody." But
in the end, Mr. Siboni was intrigued enough to agree to re-evaluate
KPMG 's commitment to Netscape, by holding a competitive "bake-off"
between the two companies' products. Given the news, Mr. Barksdale
at Netscape reassembled his team to again make his company's case.
KPMG 's technical experts, who earlier selected Netscape, were
suspicious and hostile about Microsoft.
"The last time I checked, Microsoft hasn't invented anything,"
one former top aide to Mr. Siboni says. "All they do is marketing
and copying." To counter such attitudes, Mr. Raikes invited
Mr. Siboni and his team in March to the executive briefing center
on Microsoft's Redmond, Wash., campus. Mr. Raikes played two of
Microsoft's trump cards: first, a 45-minute private audience with
the world's richest man and most powerful high-tech tycoon, Mr.
Gates; and second, a proposal to make KPMG not just Microsoft's
customer, but its partner.
Mr. Rogoff, who had been skiing at Lake Tahoe, took a day off from
his vacation. He flew to Redmond and outlined plans for a joint
KPMG -Microsoft effort to capitalize on the sales momentum of Microsoft's
Windows NT operating system. Mr. Rogoff proposed a joint effort
to serve corporate customers interested in electronic commerce and
the automation of sales-force procedures, areas in which KPMG specializes.
Partners such as KPMG are important to both Microsoft and Netscape,
which are seeking to expand sales to large corporate customers.
Unlike rivals such as International Business Machines Corp. and
Oracle Corp., neither software company has large staffs of in-house
consultants to help big corporations convert operations to Internet-based
systems. That presents an opportunity for "system integrators,"
such as KPMG , to reap large consulting fees. Mr. Siboni was intrigued,
but concerned that gearing up for a joint venture with Microsoft
would be expensive for KPMG .
First, KPMG had to decide which company's technology to use for
its own needs, a move that would determine KPMG 's credibility in
pitching software systems to its customers -- known in the industry
as "eating your own dog food."
Leaving Redmond, Mr. Siboni's team still had reservations as to
whether Microsoft's products would meet their internal needs. Microsoft's
products ran primarily on the company's Windows 95 and Windows NT
operating systems; KPMG 's system included computers running Apple
Computer Inc.'s Macintosh operating system as well as older versions
of Windows. While Netscape offered software that could tie together
KPMG 's diverse computers, going with Microsoft would require extensive
software and hardware upgrades. Mr. Siboni confirms that the overall
costs of Netscape's software would be several million dollars less
than Microsoft's. KPMG 's technical team, which was already installing
what would eventually be 22,000 Netscape Internet browsers for KPMG
's U.S. employees, gave Netscape's products high marks. And Netscape
offered a better chance for KPMG to stay on its internal schedule
to have the full system in place by June 1998.
At the end of the bake-off in April, Mr. Siboni called Mr. Barksdale
in April with good news. "You guys have done very well. I think
it's going to go your way," Mr. Siboni told him. Then he added
with a laugh, "You would be amazed at how hard these Microsoft
guys are working."
On June 2, Mr. Siboni again called Mr. Barksdale to tell him Netscape
had "rewon" KPMG 's business. "Terrific," Mr.
Barksdale said. That's when Mr. Siboni invited Mr. Barksdale to
speak at KPMG 's Aug. 7 meeting in Orlando. But Mr. Siboni asked
Mr. Barksdale to keep their conversation quiet for a week to give
him time to inform KPMG 's overseas partners and break the news
to Microsoft. "That call is going to be more difficult,"
Mr. Siboni says he told Mr. Barksdale .
Mr. Siboni says he began that call to Microsoft by telling Mr.
Raikes, "We are seriously leaning toward Netscape." To
Mr. Raikes, it was a call to arms. He promised to "sharpen
his pencil" and think more creatively. "Explain to me
the kinds of things you would like to pursue," he asked. Says
Mr. Raikes: "We just didn't give up."
That is an understatement. During the next two weeks, Mr. Raikes
repeatedly escalated Microsoft's earlier offers and concessions.
To satisfy KPMG 's concerns about the timetable for Microsoft's
software, Mr. Raikes agreed to include KPMG in a "rapid deployment"
program to give the firm early access to Microsoft's software, accelerating
the schedule by a full eight months, and promised to speed up work
on the Macintosh versions of its programs. Microsoft already gives
away its browser and other World Wide Web software; Mr. Raikes also
offered deep discounts on other software if KPMG agreed to deploy
Microsoft's technology globally. Neither party will disclose the
price of the software package.
Mr. Raikes, with Mr. Gates's blessing, then outlined his plan to
use Microsoft's financial resources to seal the deal. For openers,
he agreed to Mr. Siboni's demand that Microsoft acquire a 10% stake
in a KPMG unit called Enterprise Integration Systems, which resells
networking technology to corporate customers. "Everybody has
to have skin in the game," Mr. Siboni told Mr. Raikes.
Next, Mr. Raikes offered $10 million to cover most of the costs
for KPMG to open another unit, consisting of 10 centers around the
country and staffed with 500 trained consultants, to market services
to corporations adopting Windows NT. The offer covered upfront costs
for recruiting and training and even KPMG 's lost revenues from
hours not billed to customers while the consultants are being trained.
Most of Microsoft's investment was structured much like an author's
book deal, with most of the money coming as an advance, or loan,
to KPMG to be repaid from future revenues from the partnership.
The remainder was in the form of a direct investment by Microsoft,
with no need for repayment, to cover marketing and promotional expenses.
"Money changes hands, and then comes back, to make sure there's
no upfront pain," Mr. Rogoff says.
That still wasn't enough to seal the deal. "Roger wanted more
money from Microsoft," Mr. Raikes says. And Mr. Siboni still
had concerns about Microsoft's ability to meet the delivery deadlines
for its intranet system. Mr. Raikes's response: If Microsoft missed
the software deadlines, it would forgive a greater share of the
advance as a penalty.
"I e-mailed him and said, `Here are my ideas,'" Mr. Raikes
says. "He wrote back, `Let's talk on the phone.' We talked
and said, `Congratulations.'" For KPMG , the deal was so sweet
and the potential revenue from a Microsoft partnership so large
that the company paid off its contract with Netscape for software
it ended up not using.
For Microsoft, the investments are justified by the long-term revenue
potential of the corporate computing market, with the help of partners
like KPMG . The size of the investment, Mr. Rogoff says, "is
trivial compared to the long-term revenue stream." Microsoft's
goal is to use KPMG 's access to clients to expand its base of customers,
which can then be counted on to purchase upgrades and additional
software for years to come.
"Jeff and his people were just adamant about winning that
work," Mr. Siboni says. "It was as if every day, our attention
and mind-share was being focused on the momentum of the relationship
and how we could improve it and how we could refine it."
For that reason, Mr. Siboni says, Netscape was kept in the dark
during the whirlwind negotiations with Microsoft. The final details
-- a dozen agreements in all -- were finalized with phone calls
over the July 4th weekend with Mr. Siboni barbecuing in his backyard
in Summit, N.J., Mr. Raikes at his summer house on the Hood Canal
south of Seattle and Mr. Rogoff holed up in a hotel room in Acapulco,
Mexico, where he was vacationing. Finally, on July 15, six weeks
after his earlier call, Mr. Siboni called Mr. Barksdale with the
shocking news. "I know what we talked about before," he
says he began. "But it's not as compelling as when we looked
at it a few weeks back. Microsoft really knocked itself out."
Mr. Barksdale 's reaction was a mixture of anger, frustration,
betrayal and disappointment. "It was a hard one," he says.
"I felt so bad for my team." When Mr. Siboni added that
Mr. Gates would be speaking at the Orlando meeting, Mr. Barksdale
says he just laughed, "I guess that's one trip I don't have
to make."
He says he is still upset with how he was used. "Don't call
me and say I got the business and then go back to the next guy,"
he says. While Netscape was paid for its software, it lost not only
the right to brag about one of its largest customers, but the privileged
access to KPMG 's clients and future business.
Mr. Siboni says he never intended to start a bidding war and regrets
that Mr. Barksdale feels betrayed. He says Mr. Barksdale should
have known his commitment to Netscape in June wasn't final because
he asked for an additional week to confer with Microsoft. "At
the end of the day, you have to do what's right for your organization,"
he says. "That's what you're paid to do."
In his speech in Orlando, Mr. Gates shared some of the ways Microsoft
maintains the competitive zeal of a scrappy start-up. "We're
kind of a strange company," he said, explaining that he ordered
executives to stop sending e-mail messages about customer accounts
they had won, and instead report on the accounts they had lost.
And he gave a nod to his defeated competitor, conceding that Microsoft
had been caught by surprise by the Internet tidal wave that gave
birth to Netscape. "It was a wonderful chance for me to go
to the company and remind them, `Hey, we don't have a guaranteed
place,'" he said. "`We've got to take this Internet initiative
and really surprise the world with what we can do.'"
Copyright © 1999 Dow Jones & Company, Inc. All Rights
Reserved
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