back to article Autonomy integration was a 'sh!t show', HP director tells court

A former HP senior director told London's High Court yesterday that the IT giant's post-buyout integration of British software firm Autonomy was referred to internally as a "shit show". Manish Sarin, who joined HP in 2010, testified on Wednesday that he'd used the phrase on multiple occasions in relation to the assimilation of …

  1. Anonymous Coward
    Anonymous Coward

    HP people I have known

    One observation I will make is that non-engineer HP people I have known have all had a tendency to express themselves in somewhat cloudy and indefinite language - as if hoping that anything they say won't come back to bite them later.

    Business-speak isn't perhaps intended to be understood by outsiders, but I feel some of it isn't perhaps intended to be understood too clearly by insiders either.

    This becomes a problem, of course, when anything remotely contentious happens and it turns out everybody was out watching tea leaves or counting yarrow stalks (and yes, one of those HP people did have a "dreamcatcher" in the office.)

    1. Commswonk Silver badge

      Re: HP people I have known

      One observation I will make is that non-engineer HP people I have known have all had a tendency to express themselves in somewhat cloudy and indefinite language - as if hoping that anything they say won't come back to bite them later.

      And / or: - as if hoping that anything they say won't reveal that they haven't a bloody clue what they are talking about in the first place.

    2. Pascal Monett Silver badge

      Re: HP people I have known

      He said shit show. That is something anyone can understand.

      Obviously, he hasn't been at HP long enough to be impregnated by the sickness.

    3. Ian Emery Silver badge
      Holmes

      Re: HP people I have known

      Its the ones who have dreamcatchers hanging from their rear view mirror that scare the shit out of me.

  2. Kevin Johnston

    I'm confused

    I have been trying to follow all this but the way this is written these seem to be HP people saying that nobody bothered to check anything, yet they claim Autonomy people sold them a false position....

    Did the lawyers not discuss with the witnesses whose side they were on? I know lawyers are just there to make money but surely they should be looking to surrender before the hole is dug any deeper?

    1. Pascal Monett Silver badge

      Re: I'm confused

      "they claim Autonomy people sold them a false position"

      Well, HP is guilty of buying a house based on nice pictures without ever bothering to go set foot in said house before writing the check.

      As I've said before, if you or I did that, the judge would throw us out in an instant, but because it's HP, everyone is wasting time on this.

      You got conned because you didn't do your job. Own it and move on.

      1. kain preacher Silver badge

        Re: I'm confused

        Was it really a con. If buying a house and the pictures are a decade old and have no description who's fault is that. I mean this is like buying a house site on seen and the neighbors are laughing

    2. Anonymous Coward
      Anonymous Coward

      Re: I'm confused

      It's all acutely embarrassing for HP but ultimately it comes down to whether the judge is persuaded that Autonomy committed fraud or not.

      If there was fraud then it's a bit like a conman conning someone out of their life savings: being conned doesn't mean you deserve to lose your money.

      1. Benson's Cycle

        Re: I'm confused

        We call someone a con-man when he or she finds a vulnerable, easily led, gullible person and persuades them to do something against their interests. Nigerian fraudsters didn't usually succeed against anybody with a gramme of financial awareness, but of course they weren't going for them; they even sent out emails with bad spelling to weed out people who might have an education. They were con-men.

        When someone finds a large, rich corporation loaded with accountants, economists, lawyers, salespeople, marketing executives, engineers and allegedly top-rank C-suit executives, and they fall over themselves to buy what he's selling - it is much more difficult to make the case.

        Admittedly there are apparently very bright and well informed people who are taken in by fraudsters. Madoff is an example. Surprisingly intelligent people fell for an obvious scam - obvious to anyone who realised that you cannot buck the stock market and property market at a high rate of return with any reliability. One assumes that they were blinded by greed. This, of course, could not apply to HP. Could it?

        1. JLV Silver badge

          Re: I'm confused

          No. The illegality is whether or not you committed fraud. Not whether or not the person you conned should have known better. Or was greedy.

          Yes, HP looks like a bunch of inbred lobotomized Chihuahuas suffering from Alzheimers and heavy lead contamination. And it is fair for the defence at trial to see whether or not they ran the business into the ground rather than overpaying. And are now trying to recoup post-acquisition mismanagement by claiming it was a (fraudulous) dud to start with.

          Maybe another trial should be held for whatever external auditors signed off a $10B valuation.

          Maybe Leo needs to clawed back every penny he was ever paid by HP for gross incompetence.

          But _this_ trial is about whether the accounting was deliberately misrepresented by Autonomy’s senior management . Not whether it was misunderstood.

          The victim may be stupid, but let’s clear or blame the alleged perpetrator.

          1. J. Cook Silver badge
            Coffee/keyboard

            Re: I'm confused

            "Yes, HP looks like a bunch of inbred lobotomized Chihuahuas suffering from Alzheimers and heavy lead contamination."

            You sir, owe me a new keyboard.

            1. Fatman Silver badge

              Re: You sir, owe me a new keyboard.

              No, he owes me a new laptop.

              I just ruined mine.

              1. DontFeedTheTrolls Silver badge
                Coat

                Re: You sir, owe me a new keyboard.

                HP by any chance?

                1. Anonymous Coward
                  Anonymous Coward

                  Re: You sir, owe me a new keyboard.

                  No. Daddies.

          2. This post has been deleted by its author

            1. Anonymous Coward
              Anonymous Coward

              Re: I'm confused

              I managed the MIS integration workstream off a huge retail merger. We were constantly getting a panning because the financial results coming out of the warehouse disagreed with the purchased companies systems. I ended up calling a meeting of both senior accountancy teams where it was discovered they used completely different calculations to work out the cost of marketing, cost of sales and how they defined profit.

              Needless to say that this could have a huge impact on the reported profitability of the company. How you express these things can vary greatly depending on whether you are trying to sell the company, minimise tax payments or keep your head down to avoid a predatory 'turn around company' coming in loading the company with debt and driving it into he ground.

          3. Benson's Cycle

            Re: I'm confused

            Reposted because I managed to get a sentence completely backwards.

            I'm not being rude, but have you ever been involved in an acquisition?

            I have, and the best comment I ever heard was from one of our accountants who said "A company is worth what you are prepared to pay for it."

            At the end of the day, if there is a memo saying "Tell lies to make this look good", that's fraud. Without that it's likely to be SOP. The vendor wants to look as good as possible. Inevitably they will overcook their claims. That's why you should do your homework first. There are **always** buried bodies, the thing is to find out what and where.

            And the value of the company varies according to the buyer, because although "synergies" is a buzzword, it does actually mean something.

            tl;dr it's fraud when there's a cover up of the truth, but when it's spin, that's business.

          4. Anonymous Coward
            Anonymous Coward

            Re: I'm confused

            Yes, HP looks like a bunch of inbred lobotomized Chihuahuas suffering from Alzheimers and heavy lead contamination.

            Ah, you're not one for understatements then.

            :)

          5. Steve K Silver badge

            Re: I'm confused

            whatever external auditors signed off a $10B valuation.

            No one external signed off any valuation - the due diligence from KPMG was never completed either.

            This is entirely down to HP.....

          6. This post has been deleted by its author

        2. RegGuy1

          Re: I'm confused

          Ah, Madoff; I seem to remember he made off with quite a few people's money.

      2. Doctor Syntax Silver badge

        Re: I'm confused

        "being conned doesn't mean you deserve to lose your money."

        AIUI HP were bidding (or at least Leo was bidding) against Larry. When you outbid another would-be buyer you set the price. It looks as if the price he they decided to bid was based on the value that they hoped to gain by integrating into their product line rather than on past sales.

        1. Anonymous Coward
          Anonymous Coward

          Re: I'm confused

          The irony here is that Oracle had already walked away laughing from buying Autonomy at half the price. HP were frantically outbidding... nobody.

          And yes to your second point: as is so often the case of acquisitions-gone-bad, the "value" was predicated on mythical leverage rather than the standalone value of Autonomy.

  3. BebopWeBop Silver badge
    Facepalm

    It gets better and better (I know I have said it before) - I bet HP Execs are ruing the day they decided to cover their arses/embarrassment by starting the whole thing up. I have no legal expertise but as an IT bod I suspect the chances of them winning the case and Lynch finding his way into the maws of US 'justice' are rescinding. I'll bet the former CFO wishes he had stated well away from that side of the pond, and those planning to sue for the losses to holdings they once had are licking their lips.

    1. Anonymous Coward
      Anonymous Coward

      s/recinding/receding/

    2. david 12 Bronze badge

      I thought the case was poor until I saw the due-diligence report mentioned in the article the other day. The due-diligence report says something like "This is what we were told. We have no independent evidence. Depending on what you are told is normal for this kind of takeover in the UK". If the Autonomy people were telling lies, as a reading of that due-diligence report suggests, then they are and should be in trouble.

      I don't do takeovers. I don't know if it was reasonable for HP to believe Autonomy, backed only by their faith in the criminal law system for protection. But it's over now, and if it was criminal, then the stupidity of HP is immaterial.

      1. NeilPost

        The key to what you say is ‘due diligence’.

        Looks like HP did not really do any.

        Perhaps Meg and Leo would buy some of Paltrow’s fanny-eggs and other whacked out snake-oil.

        Now there is fraud......

    3. Anonymous Coward
      Anonymous Coward

      Meg: "And if I don't get my way, I will thcream, and thrcream and ....thtamp my foot ... and thcream ...."

      1. Nick Kew Silver badge
        Headmaster

        To be pedantic, don't you mean Leo?

        When a child does it, that's normal. When business executives do it, they lose money. When politicians and journos do it, we get brexit.

        Upvote for the Crompton reference!

        1. Anonymous Coward
          Anonymous Coward

          Meg was on the board and signed it off when Mad Leo went bonkers for Autonomy then she doubled down on that by launching all the litigation. She is as responsible as Leo - more so in fact as she had a chance to cut their losses. Possibly even more culpable as the board has the responsibility to keep the CEO in check.

          Of course her persuing may have had something to do with the shareholder litigation against the autonomy bid.

          I do wonder if US corporate governance would be improved by making board members personally liable in some way for their sign off of stupid decisions. Im not sure Autonomy would have happened with a Board with a UK or German Corporate structure.

  4. Aristotles slow and dimwitted horse Silver badge

    It's just gets worse and worse...

    This just appears to get worse and worse and funnier and more tragic for HP every day. It does however all seem one sided at present so I'm assuming HPs lawyers will also get to have a go at cross examination etc?

    I can't wait to see how they try to dig themselves out of this.

    1. Arthur the cat Silver badge

      Re: It's just gets worse and worse...

      I can't wait to see how they try to dig themselves out of this.

      As they're definitely in a hole, they'll probably dig faster.

      1. Marketing Hack Silver badge

        Re: It's just gets worse and worse...

        Digging faster has become the new "HP Way", hasn't it?

    2. Nick Kew Silver badge
      Headmaster

      Re: It's just gets worse and worse...

      The onesidedness is because these are HP's witnesses. So HP's lawyer asks them friendly questions, which will basically amount to confirming a written statement they made in preparation for the case. It's the cross-examining barrister whose questions probing that evidence are likely to produce anything interesting/newsworthy. And the Reg is primarily reporting what happens in court, not all the tedious documents.

      That'll reverse when it's defence witnesses.

      Of course it could also be that the Reg's coverage tends to focus more on some stories/sub-plots than others ...

      1. Anonymous Coward
        Anonymous Coward

        Re: It's just gets worse and worse...

        Errr I think the OP meant its one sided in Autonomy's favour - all most of the HP witnesses have done is confirm they did effectively NO due diligence and show that there was a potential fractional low ten-hundred millions worth of hardware sales. Nothing approaching 7bn.

      2. gazthejourno (Written by Reg staff)

        Re: Re: It's just gets worse and worse...

        Correct. I'm expecting the second half of this, where HP cross-examines Lynch and Hussain's witnesses and evidence, to contain a fair amount of traffic the other way because that's how cross-examination works.

        It's worth bearing in mind that the reports you read, here and elsewhere, are distillations of what happened in court that day. For the clearest picture it's best to read multiple outlets' reports: we all differ subtly in what we mention because this is such a complicated and nuanced case.

    3. macjules Silver badge

      Re: It's just gets worse and worse...

      Mike Lynch is due to enter the witness box within the next fortnight and will be giving evidence until the start of the August summer holidays.

      After he has testified I should think that HP will look even worse than they look right now.

  5. boardslider

    “Manish Sarin, who joined HP in 2010”

    Sums up the shit show just there...

    1. MiguelC Silver badge
      Holmes

      Are you implying Sarin was toxic to HP?

  6. Doctor Syntax Silver badge

    "He oversaw the due diligence process, he said."

    Not only was it overseen but someone claims/admits to doing that!

    1. Anonymous Coward
      Anonymous Coward

      I'm interested to find out what "overseeing due diligence" involved for the Autonomy transaction.

      If the due diligence consisted of arranging KPMG to carry out this work, but when KPMG were hours into a 3+ month exercise, you were told told by Leo and/or the board that it wasn't needed because they were proceeding with the acquisition anyway, then blame may not lie with the person overseeing the due diligence.

    2. Anonymous Coward
      Anonymous Coward

      I think he misspoke. He mean "overlooked" not overseen :)

  7. J. R. Hartley Silver badge

    The due diligence report wasn't read

    The defence rests.

    1. Benson's Cycle

      Re: The due diligence report wasn't read

      Not entirely. Did you read the due diligence document so obligingly provided by the Reg?

      It more or less starts off by saying that due to the rules around takeovers and mergers, the accountants were able to obtain very little information about the company. IANAL but it looks at first sight like an immense piece of arse-covering: "We tried to do due diligence but were unable to due to being unable to get the information we needed."

      I wonder if the HP finance director read that far and decided she needed to read no further?

      The question then becomes what evidence HP **did** rely on in making their bid.

      1. I ain't Spartacus Gold badge

        Re: The due diligence report wasn't read

        Autonomy published audited accounts. Which HP haven't seriously questioned. Their complaint is that large amounts of Autonomy sales were low profit hardware, not high profit software.

        The report is much more concerned about tax issues, and accounting differences than anything else. US corporation tax at the time was much higher than British.

        I doubt KPMG were asking questions about the products. Their job was finance. HP were supposed to understand the product range and sales potential.

        1. xeroks

          Re: The due diligence report wasn't read

          The point about audited accounts is that they only indicate one view of the truth.

          You can rearrange the numbers - without lying - to give an entirely different viewpoint, should you wish. As another poster says: it depends on whether the books are for the taxman, a potential buyer, or for avoiding stock market predators.

          1. I ain't Spartacus Gold badge

            Re: The due diligence report wasn't read

            The point about audited accounts is that they only indicate one view of the truth.

            You can rearrange the numbers - without lying - to give an entirely different viewpoint, should you wish.

            xeroks,

            That's not really true. There is only one set of audited accounts, that if you're a plc will be published and issued to the tax man.

            It is true that there are often lots of judgement calls in accounting. But they tend to apply to what you book as profits and how you account for costs. So for example you can artificially boost profits by having lower bad debt provisions booked than the bad debt you expect to actually happen. The KPMG report talks about this, and implies that Autonomy had what were probably uncollectable debts on their books as an asset - however it also states that they also had provisions for this bad debt in retained profits - so as long as the two match there's little material effect.

            Obviously you can change the books to get different tax outcomes, but that's not really changing the books, so much as changing the company structure in order to minimise tax. And once done, it's a semi-permanent thing.

            Another way to artificially boost profits is to book costs as capital expenditure, so that the cost can be spread over several years, thus reducing the effect on profits of current spending. However even this has no actual effect on profit in the long-run, you've spent the money and will either get a return on the investment or not, the difference is having a dip in profits in one year to cover all the costs (KPMG said GAAP and HP's rules don't allow this capitalisation of R&D) or having smaller profits for the next several years to spread it out evenly.

            The thing that audited accounts give you very accurately is cash flow. You can play around with profits by booking future revenues into the current year (as many software companies have done), and the above methods. But the cashflow is something there's almost no judgement on. What money went in and out of the company's various accounts. And that's the important thing to judge a company on. If they've got a negative cashflow, but are showing profits, you need to be asking questions.

        2. david 12 Bronze badge

          Re: The due diligence report wasn't read

          The draft Due Diligence report specifically calls out the fact that hardware sales are not accounted for the way you would expect, and reports that management told them that the amounts involved were not material. It certainly looks like the amounts involved were material, and that the 'draft auditors' were misled. It remains to be seen if this was criminal.

      2. Anonymous Coward
        Anonymous Coward

        Re: The due diligence report wasn't read

        That wasn't his point. The contents of the report are somewhat irrelevant because no-one at HP read it. Arguably no-one at HP had any intention of reading it.

      3. Nick Kew Silver badge

        arse-covering

        @Benson's Cycle - I don't know where you are. But here in Blighty, if you buy a house, your Due Diligence involves a solicitor and a surveyor. You pay good money to both of them, and get a report full of arse-covering: "we were unable to ascertain [...] so you should check it yourself"; "We recommend a Structural Engineer's report on [...]"

        1. Benson's Cycle

          Re: arse-covering

          If you're buying with a mortgage, the Building Society may well pick up on the caveats and ask for extra investigations to be carried out. In the past I've had to have additional survey work done by electricians, a sewage consultant, and a specialist in rising damp. As a result we walked away from one house.

          I know it looks like arse-covering, but if the surveyor finds the attic hatch mysteriously unable to open and notices displaced tiles on the roof, it's his job to tell you; he can't force the householder to open the trap so he can find the rot in the roof timbers.

          1. Nick Kew Silver badge

            Re: arse-covering

            OK, you win. You obviously know a lot more about house-buying than I do.

            My point was of course to seek to relate the issues in Due Diligence to something that'll be familiar at first or second hand to commentards. I happen to be going through it right now, at what I understand to be a much older age than most first-time buyers.

  8. Anonymous Coward
    Anonymous Coward

    One of the most mismanaged companies of the 21st century - to be topped only by Enron and a few others that I am too lazy to do due diligence to bother to name. But Enron was an outright con job; this is rather amorphous but at least there is still some value to H-P's stock.

    1. vtcodger Silver badge

      and a few others that I am too lazy to do due diligence to bother to name.

      Try Worldcom communications -- for a time the second largest Telephone Company in the US. see: https://en.wikipedia.org/wiki/WorldCom#Accounting_scandals

      """

      The fraud was accomplished primarily in two ways:

      1. Booking "line costs" (interconnection expenses with other telecommunication companies) as capital expenditures on the balance sheet instead of expenses.

      2. Inflating revenues with bogus accounting entries from "corporate unallocated revenue accounts".

      In 2002, a small team of internal auditors at WorldCom worked together, often at night and secretly, to investigate and reveal $3.8 billion worth of fraud.[9][10][11] Soon thereafter, the company's audit committee and board of directors were notified of the fraud and acted swiftly: Sullivan was dismissed, Myers resigned, Arthur Andersen withdrew its audit opinion for 2001, and the U.S. Securities and Exchange Commission (SEC) began an investigation into these matters on June 26, 2002 (see accounting scandal).

      """

  9. Anonymous Coward
    Anonymous Coward

    Commodity Ownership

    Apotheker took the wheel and not even the board sufficiently challenged him on the details of a 18 Billion dollar purchase. It seems unlikely anyone below him would have felt empowered to do much more than tow the company line and give the "right" answers.

    1. Doctor Syntax Silver badge

      Re: Commodity Ownership

      It seemed his CFO did challenge him but it was ignored as just an opinion.

    2. Anonymous Coward
      Anonymous Coward

      Re: Commodity Ownership

      In 2011, the HP board consisted of 13 people:

      5 directors appointed by Leo:

      - Dominique Senequier

      - Meg Whitman (ex-eBay, Leo choose her!!!!)

      - Pat Russo (ex-CEO of Lucent, Alcatel-Lucent)

      - Gary Reiner

      - Shumeet Banerji

      Existing board members from Hurd's era:

      - Lawrence Babbio

      - Sari Baldauf (Nokia)

      - G. Kennedy Thompson

      - Ray Lane (chairman)

      - Marc Andreessen (Opsware)

      - Rajiv Gupta

      - John Hammergren

      - Ann Livermore (head of HP Enterprise software)

      Amongst those board members, Meg had a reputation for overpaying for acquisitions at Ebay, Marc came onboard as part of Opsware (which HP reportedly overpaid for - 16x revenue). Leo's appointees were likely to follow his lead, leaving only two more votes for a majority (I don't know if HP required a higher number for of votes for large acquisitions). Hammergren and G. Kennedy Thompson were ousted in 2013 for supporting the Autonomy purchase (https://en.wikipedia.org/wiki/John_Hammergren)

      Between Leo's stooges (5), those that benefited from the purchase (Livermore) and those forced to resign due to their support for the acquisition (3), combined with the CFO's protests falling on deaf ears, I'm not convinced that HP's board was against the Autonomy purchase.

      It would be interesting to know if any of the board did vote against the Autonomy acquisition. This would suggest all board members supported the deal - https://www.nytimes.com/2013/03/30/business/why-bad-directors-arent-thrown-out.html

      Post-Leo, the board was quick to heap blame on Leo, but that may just be convenient. And it didn't stop investor anger in the following years.

      1. Anonymous Coward
        Anonymous Coward

        Re: Commodity Ownership

        Good post. I wonder what the genius Ray Lane would have to say about this. He was meant to the Chairman. Is he being called? Oh Ray! Ray!

  10. ken jay

    yesh but.

    Every company that aquisitions another company do not give a flying fcuk about anything but the one little bit of IP they are interested in. screw the workers, screw the backbone the companies have spent time and money one all they want is OUR IP

    1. Anonymous Coward
      Anonymous Coward

      Re: yesh but.

      It depends on the company and the reason for the acquisition.

      You've described the majority of Intel's acquisitions perfectly (buy, take what you wanted and spit out the rest), but HP were looking to acquire new revenue streams of products that were growing and could benefit from a larger sales force/potential customer base.

      There are many other acquisition models than these (growth through acquiring customers, buying sunset products to bleed customers that can't easily migrate, asset acquisition....the list is long...)

  11. maddoxx

    It war a shit show

    I was there at this time, there was no real way to get in contact with the Autonomy people. There was no interest from their side. We really wanted the tech to use for existing HP customers. Silence no deals.

    I was just thinking where they can make their revenue. My theory was they get all them money from GHCQ or how this UK Stasi is called in Cheltenham.

    1. Intractable Potsherd Silver badge

      Re: It war a shit show

      Do you have any evidence to back that up? If so, there are some HP lawyers that would like to talk to you. If not, then there are some Autonomy lawyers that would like to talk to you - defamation law in the UK may have changed a bit recently, but it is still a thing.

  12. NeilPost

    Apart from Meg I the right place, I thing all of these HP directors must have one of Paltrow’s fanny eggs inserted.

    Goop - any due diligence on that if you are rich/\stupid ???

    Perhaps a next acquisition for HP???

  13. amanfromMars 1 Silver badge

    Welcome to Churn Operations .... with Great Exploding Sting Things!

    Whenever playing in fantastical markets which appear to revolve around creating fabulous ponzi gains for a right dodgy few ... and here be another doozy ....... are the rules of engagement significantly changed to create the illusion of new fiat currency wealth for ponzi spending in the supply of product that simply supplies a basic service already being supplied by others, the true originators of the market franchise?

    Competition with imitations and in similar iterations of base product invariably creates conflict and division rather than increasing market share with consolidations.

    And it invites all sorts of unholy shenanigans and inevitably ultimately self-destructive mis-steps .....

    amanfromMars Thu 20 Jun 19:22 [1906201922] ...... just asking on https://www.zerohedge.com/news/2019-06-20/natixis-plunges-after-its-ill-named-h20-fund-sparks-panic-over-illiquid-holdings

    In all, across these investors, they owns tens of billions in illiquid bonds and may well be engaging in marking-to-myth by occasionally "buying" each other's bonds at specifics prices just to give the impression of a liquid market across billions in illiquid bond holdings.

    Is marking-to-myth a capital offence? Who does prison time if death is to be cheated and/or avoided? Or does it attract the promise of immunity in the trap that is action with impunity?

    And remember .... what's good for the goose is good for the gander is a universally accepted precedent?

  14. Aristotles slow and dimwitted horse Silver badge

    So...

    So, so far we have seen the Mike Lynch defence focus primarily on the pre-sales due diligence shit-show and the post-sales integration mess. And whilst it has rightly painted HP as a bunch of incompetent asshats, unfortunately in my mind that really doesn't get to the nub of the issue.

    As they are claiming fraud, I can only imagine that HP will be focusing solely on the accounts, and at the end of the day, that is all that matters : (A) Were they presented and buffed-up fraudulently by Autonomy? (B) Were the accounts actually good, but that HP just misinterpreted them due to differences in US vs UK accounting treatments?

    If (A) is true then you need to ask what the hell the Autonomy auditors were doing. Case closed.

    If (B) then all of the other due diligence and integration aspects come into play. Case closed.

    I'm really hoping for A.

    1. R3sistance

      Re: So...

      Most companies inflate their value as much as they legally can; As far as I am aware, HP has not provided any evidence that Autonomy has done anything wrong... meanwhile providing more than enough evidence that they did not know what they were doing.

      The HP Claim is that Autonomy inflated the income from clients that were also service providers to Autonomy, which is a claim but I still believe at this junction there is no evidence that Autonomy artificially did anything here, nor a scale of it. Without solid evidence and without even having an estimation of the scale, it really leaves HP in a very haphazard situation, since even after this, HP would still need to show how much it made HP over-estimate the value of Autonomy by.

      Long story short, there was evidence even without HP's failure of Due Diligence that Autonomy was not even worth 4 Billion, since IBM literally laughed Autonomy off in their talks at that figure. IBM had done it's due diligence, so why did HP purchase at near 3x that value? There are a lot of issues and unanswered questions on HP's side here. If HP can not answer those questions (and right now it does not appear that they can), it really leans this heavily on the side of B. Even if HP could answer these questions, they still lack the fundamental evidence to prove A... HP have effectively trapped themselves in a lose-lose situation here.

    2. Anonymous Coward
      Anonymous Coward

      Re: So...

      "(A) Were they presented and buffed-up fraudulently by Autonomy? (B) Were the accounts actually good, but that HP just misinterpreted them due to differences in US vs UK accounting treatments?"

      What we have seen so far is:

      - one clear case of backdating revenue for the January 2011 period. It appears to have been significant (~US$15m) and made the quarter look significantly better for Autonomy. Egan was the primary party involved and there is evidence that Hussain was copied on e-mails, drawing him into the loop either as a directly involved party to the fraud or through negligence for failing to act to address the fraud. Note that this isn't what Hussain was directly convicted of - Hussain was convicted of sending documents containing fraudulent information (proved by Egan admitting to fraud and the documents containing revenue figures that matched the evidence) multiple times via e-mail to HP.

      - the period mentioned was not audited by Deloittes (they audited upto 2010 - I'm not aware that they had started the 2011 audit) and does not appear to have been covered by KPMG's due diligence. Unless there is unreleased evidence to the contrary (i;.e. the "systemic fraud" HP talk about but that I am not convinced exists), I believe the auditors are in the clear

      - KPMG's due diligence raises a number of questions around the handling of dept, losses and revenue that were legitimate under Autonomy (due to being based in the UK) but that would significantly alter in the event of moving to the US. Examples were losses from US acquisitions offsetting US tax, the tax implications of revenue moved between the US and UK via loans and fair value recognition of acquisitions. These are, as far as I am aware, all issues for HP to identify and resolve - relying on Autonomy's tax/finance/executive teams to provide opinions that later prove to be incorrect is unlikely to be considered fraud unless HP can demonstrate they were subject matter experts. It's why the big accounting firms charge so much and take so long to carry out there M&A work..

      So I'm going for "(C) HP really screwed up big time" unless HP have unreleased evidence that proves systemic fraud. At present, I don't believe that the things identified as fraud by HP are actually fraud and the US case against Hussain didn't have to test those points.

      I'll put an outside bet on "(D) HP were buying a beautiful unicorn. The only people who could see the beautiful unicorn were the chosen few in the HP board. When the purchase was complete, the beautiful unicorn was actually just an old nag with some white sparkly paint and a cardboard horn. The world thought HP was buying an old nag so it is unclear where the sparkly paint and cardboard horn came from, but Meg made sure there was lots of sparkly paint splashed all over Leo's desk"

  15. werdsmith Silver badge

    To Jan 2020

    Is this before a jury? If it is I feel sorry for the 12 because stories about suit laziness and incompetence is going to get very tedious and being kept away from your work for 6 months is not reasonable at all.

    1. MJB7 Bronze badge

      Re: Is this in front of a jury?

      No. HP are suing Mike Lynch et al, rather than prosecuting them. Both sides have agreed to have the hearing in front of a single judge rather than a jury. It is assumed that a judge will do rather better at paying attention for many months of tedious testimony.

  16. Piscivore

    But the figures!

    Looking at the due diligence report which I skimmed in five minutes, the take-away figures from Autonomy are (as I recall, ish) - revenue $2.2Bn, net profit $200m and net assets $2.0Bn. Cashflow $200m. Which actually hang together as a not-too-bad performing company that if you valued at ten times earnings might fetch $2Bn or $3.0Bn on a very good day. What I do not understand is why HP then decided that they alone could see value in Autonomy that made them pay $11.1Bn for it...

    To subsequently declare a write-down in value of $8.8Bn (bringing the value back to an approximation to the audited accounting value for 2010) seems to be catching up with reality a bit too late. Did Autonomy claim in to have discovered perpetual motion in a secret memo? Or the philosophers' stone? HP paid around 50 times earnings! Whatever fraud may or may not have been perpetrated in the sale, it stretches credulity that Autonomy could have done anything to attract that kind of premium. HP were mad.

    1. amanfromMars 1 Silver badge

      Re: But the figures are heavenly damages to Principals Playing Perfectly.

      Did Autonomy claim in to have discovered perpetual motion in a secret memo? Or the philosophers' stone? HP paid around 50 times earnings! Whatever fraud may or may not have been perpetrated in the sale, it stretches credulity that Autonomy could have done anything to attract that kind of premium. .... Piscivore

      Maybe HP were dissuaded and prevented by superior forces/source in utilising the acquisition? That's who they should be pursuing for right royal compensation?

      The likely culprits being ..... ? ..... a motley crew of Universal Sovereign State Leaders/Absolutely Fabulous Actors. It is an Open Field in which One Assumes and Consumes and Presumes to Virtually Realise, Addictively Attractive Applications for Live Media Population with New Information for Special Intelligence Services.

      Does One have to Imagine and Post and Host that Perfectly Well to have IT Share it for Real? And what whenever one discovers IT Pricks Bubbles and Creates AIMovements ......... in Command and Control with Communications and Computers.

      Methinks then is such Proprietary Intellectual Property a Juicy Lucy Target for Military/Para-Military Acquisition for the Advantage Afforded by an Almighty Remote Virtual Leverage.

      And there's umpteen of those forces and sources spread all around the globe and attending to State and Non State Actor Needs and Feeds with Seeds in Future Scripts and Novel Events for Mass Media Realisation with Presentation in UpComing Tales, so it should prove very popular to The Switched On Host in those Networks/Programs/Operating Systems Drivers too.

      'Tis an Embarrassment of Riches indeed.

      1. Cliff Thorburn

        Re: But the figures are heavenly damages to Principals Playing Perfectly.

        'Tis an Embarrassment of Riches indeed.

        Isnt IT just!, do you think the perpetrators will be brought to justice?, or the usual “nothing to see here’?

        1. amanfromMars 1 Silver badge

          Re: But the figures are heavenly damages to Principals Playing Perfectly.

          Isnt IT just!, do you think the perpetrators will be brought to justice?, or the usual “nothing to see here’? .... Cliff Thorburn

          Howdy Cliff,

          Whenever there is nothing usual to see here, what/who decides on who/what faces the slings and arrows of an outrageous justice system? And what would be the charges/phishes to avoid/answer?

          1. Anonymous Coward
            Anonymous Coward

            Re: ... Playing Perfectly.

            w0rd :-)

            1. amanfromMars 1 Silver badge

              Re: ... Playing Perfectly with Virtual Space Drivers Never Ever Before Seen

              w0rd :-) .... Anonymous Coward

              wwww0rlds Surely Need to Generate wOrds to Follow, AC. Such Supply Immaculate Future Leads to Follow and Encourage. And, fortunately, no small bit part for SMARTR IntelAIgents.

              And most encouraged and thoroughly enamoured of Perfect Play Modules. Almighty IntelAIgent Bubbles ..... Remote Spheres of Virtual Influence for Earthly AId Direction.

              Does psychosis collapse whenever recognising infinite realities, and autonomously morph/self actualise into Creative Genii Fieldwork? Or is that a Path which needs to be suggested for population?

              And for the Delivery of Absolutely Not Perfect Solutions to Practically Imperfect Situations something of a firm favourite with Patrons and AIMaster Pilot Programmers .... Virtual Saints and Sinners.

          2. Cliff Thorburn

            Re: But the figures are heavenly damages to Principals Playing Perfectly.

            I cannot resist but to cast my mind back to the speech by President George Bush the first, we are indeed as you know at a turning point -

            “Today that new world is struggling to be born, a world quite different from the one we’ve known. A world where the rule of law supplants the rule of the jungle. A world in which nations recognize the shared responsibility for freedom and justice. A world where the strong respect the rights of the weak”

            Is it not then both rightful and righteous that the rule of law does indeed supplant the law of the jungle spooky great game misdemeanours presently abounding?, where the constant preaching of the law of terror both abounding and resounding prevents key implementation resulting in catastrophic failure to relay necessary instruction and concerted actions abounding?

            Is it me or has the game become stalemate?, or perhaps I am missing vulture capital victorious ventures?, viva la diva indeed.

            1. amanfromMars 1 Silver badge

              Re: But the figures are heavenly damages to Principals Playing Perfectly.

              Is it me or has the game become stalemate?, or perhaps I am missing vulture capital victorious ventures?, viva la diva indeed. ..... Cliff Thorburn

              FWIW, it must be you, CT, for how can you be missing Vulture Capital Victorious Ventures whenever they be oft frequenting threads and IntelAIgent Streams here?

              What do you think El Reg is here for? Nothing?

              1. Cliff Thorburn

                Re: But the figures are heavenly damages to Principals Playing Perfectly.

                “What do you think El Reg is here for? Nothing?”

                In an illogical world, El Reg often offers a logical alternative insight into the unseen and unknown amFM, even your posts :-)

                It must be said however that there have also been times where it has contributed and attributed to great game brinksmanship and bias, to quote -

                “They’re cheating”

                Clearly showing and demonstrating times when previously written scriptures can be erased as simply as a series of clicks, as opposed todays gone by where great fires were required to remove books recording true historic events was it not?

                1. amanfromMars 1 Silver badge

                  Changed SNAFU Times ..... in the Open Spaces of Hubris and Self-Denial/Intelligence Deficit?

                  Clearly showing and demonstrating times when previously written scriptures can be erased as simply as a series of clicks, as opposed todays(sic) gone by where great fires were required to remove books recording true historic events was it not? .... Cliff Thorburn

                  With particular and peculiar regard to the above, CT.

                  Any sudden and/or unexplained disappearance of novel text shared for free presentation and peer review invariably has one realising it has the inordinate potential to disrupt extraordinarily and way beyond the command and control of any current predominant systems with crashing programs.

                  And in these halcyon days of the accurately targeted 0day, it is not so much the removal of tracts recording true historic events which burn down edifices, it is the secreting of future facts, which has rivals both in competition and/or opposition, drawing attention to themselves and their Achilles Heel vulnerabilities and now rotten ripe for merciless exploitation?

                  1. Cliff Thorburn

                    Re: Changed SNAFU Times ..... in the Open Spaces of Hubris and Self-Denial/Intelligence Deficit?

                    ‘merciless exploitation?’

                    After a decade of merciless exploitation and money wasting exhausting exploration, therein summarises the journey so far leading to the present.

                    1. amanfromMars 1 Silver badge

                      Re: Changed SNAFU Times ..... in the Open Spaces of Hubris and Self-Denial/Intelligence Deficit?

                      ‘merciless exploitation?’

                      After a decade of merciless exploitation and money wasting exhausting exploration, therein summarises the journey so far leading to the present. .... Cliff Thorburn

                      How about we play around with almighty successful exploitation, CT?

                      Where does that lead to? A Heavenly Space with Hellish Places? A Hellish Space with Heavenly Places? And is it wise to know there are engaging differences/similar parallels with one servering needs and feeds to such Places/Space.

                      And certainly more than enough to Tempt and Tease Out Thoughts of Appointment/Anointment/Sweet Unconditional Surrender.

                      Tender that further along to a Loving SubMission and ..... be Prepared for Remarkable EMPowerment in Newly Delivered Environments. In AINutshell, Our Future Universal Digs.

                      First question of business? What's to go where and to whom and for what greater good purpose, is real doozy for shaking up anything and everything right down to their base fundamental roots. And it exposes and tests for the presence of exemplary leading abilities in others, or not as the case may be whenever the facility/utility/ability is missing.

                      Such is surely always resolved with a Leading Action Avidly Followed and Reported On. ....... but I'm sure we all have realised that Terrifies Current Existences/National Assemblies/Peoples and Countries.

                      Give them something you weren't expecting from the above, sit back and relax, and just watch what happens, right on time, every time.

                      :-) I appear to have drifted across any number of parallel tangents there. :-) And for which I wouldn't even dare dream of apologising for, given the pleasures incurred and delivered.

                      1. Cliff Thorburn

                        Re: Changed SNAFU Times ..... in the Open Spaces of Hubris and Self-Denial/Intelligence Deficit?

                        ‘And certainly more than enough to Tempt and Tease Out Thoughts of Appointment/Anointment/Sweet Unconditional Surrender.’

                        I often wonder amFM when ‘Unconditional Surrender’ and other profane demonstrations of insanity in Live Operational Virtual environments whether the controlling forces behind such exercises actually understand that there is nothing more than thumb twiddling frustration and boredom being misinterpreted as rabid rebellion?, and if not then what do they actually expect?, a cabaret?, Elvis Impersonation?, entry into the X Factor?

                        https://youtu.be/HHRd-ctw1Jk

    2. Anonymous Coward
      Anonymous Coward

      Re: But the figures!

      Market cap around time of HP offer: ~£6.8bn

      From KPMG's report:

      Assets: ~$3.5bn (Jun 30, 2011)

      Liabilities: ~$2.2bn (Jun 30, 2011)

      FCF: target $200m, $187m in 2009/$195m in 2010, was $111m in H1 2011 pending adjustments for acquisitions

      Revenue: $870m in 2010, $415m in H1 2010 and $476m in H1 2011 (so you would expect ~$900m+)

      Gross income: $356m in 2010, $170m in H1 2010, $192m in H1 2011

      Net income: $257m in 2010, $123m in H1 2010, $134m in H1 2011

      Ignoring the KPMG report for a moment, my recollection was Autonomy was believed to be overvalued based on its share price because of the majority of its growth coming through acquisitions and those acquisitions weren't delivering the expected level of growth BUT Autonomy was working to address that. Autonomy was growing in a tough market and was showing signs of understanding what it's future market would look like based on the cloud and services.

      To put those figures in perspective, the annual revenue/annual profit is similar to RedHat's quarterly earnings. Given what IBM paid for RedHat, Autonomy's market cap wasn't too far away from the right price.

      However, I think IBM overpaid for RedHat, but only by ~10%. Not the 50+% that HP overpaid for Autonomy.

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