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Autonomy Chief Says Whitman Is Watering Down HP Fraud Claims

McGruber writes "Possibly the wierdest tax-writeoff of the year happened when Meg Whitman claimed that her US-based multinational corporation HP had been defrauded by British-software firm Autonomy; Ms. Whitman and HP claimed an 8.8 billion dollar write-down. As the Los Angeles Times explains, 'HP acquired Autonomy in 2011 for $11 billion, a move it hoped would turn it away from its dependence on sales of computer hardware with its low profit margins, and into the more profitable business of software. However, the price HP paid was widely criticized for being too high, and in part led to the subsequent ouster of Chief Executive Leo Apotheker.' The wierdness continues — in its annual report filed with the U.S. Securities and Exchange Commission, HP claims that the U.S. Department of Justice has opened an investigation into HP's allegations that HP has uncovered widespread accounting fraud at Autonomy. However, The Guardian points out that former Autonomy CEO Mike Lynch claims that HP 'is watering down the accusations it had levelled against him over the accounts filed by his old software company.' Mr. Lynch also says that he has not been contacted by the U.S. Department of Justice, which HP claims is investigating the alleged fraud. Perhaps Slashdot's users can help make sense of this mess and help explain it to me?"

26 of 117 comments (clear)

  1. Smoke and mirrors by girlintraining · · Score: 5, Interesting

    Perhaps Slashdot's users can help make sense of this mess and help explain it to me?"

    You don't have to delve too deeply into this one, to be honest. The company took a risk. It lost at the gambling table. Badly. And now it's looking for someone, or something, to blame. And the only way to reduce their debt load without screwing someone over a barrel is if some vaguely-defined "fraud" is found in the accounting books, thus saving HP of a lot of tax money and reducing the liability. Everything else is smoke and mirrors.

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    1. Re:Smoke and mirrors by greg1104 · · Score: 5, Informative

      This is a useful overview, but it doesn't cover the details of the confusing part.

      My take is that the whole DOJ angle is part of HP looking for a scapegoat to cover both their own mismanagement and lack of ability to due anything useful with Autonomy's IP. It's a fishing expedition to find one, but they have no hard evidence yet of who's to blame. Autonomy itself used aggressive accounting measures to inflate its sale price, as all companies being acquired will try to do. What HP really wants is to ignore the whole thing and write off the loss, since catching any accounting mess should have happened before the purchase. But they can't just do that due to class action lawsuits saying it's HP who is at fault. So they're going through the motions of prosecuting other people to shift the blame, but so far they don't have any hard evidence of that fraud. If they did, they'd be leading with that.

      Here's how I sequenced all the events here to sort out what happened:

      • August 22, 2012: earnings are terrible, and we're going to blame the Enterprise Services division.
      • November 20, 2012: The scapegoat picked for the bad performance of Enterprise Services is the Autonomy aquisition. HP wants to write off a 8.8B loss right now for that. They can't admit "we fucked up", so they blame accounting issues at Autonomy.
      • November 21, 2012: The U.S. Department of Justice is called in to help push blame toward Autonomy, along with the U.K. Serious Fraud Office (Autonomy was originally a British company) and the SEC.
      • November 26, 2012: a class action lawsuit is filed by HP stockholders. That claims this is all bullshit, and HP itself is the source of fraud here. Similar class action lawsuits are filed against the accounting firms involved.
      • December 28, 2012: Former Autonomy head Mike Lynch points out that HP hasn't actually given out any detailed accounting for where that 8.8B figure comes from. And the US Justice department hasn't actually gotten him involved in things yet.

      It may be the case that HP's forensic accounting here finds something lawsuit worthy. It's telling that so far, all they've done is contact the DOJ. If they had a smoking gun, they'd have sued the responsible partly directly instead. That's why I suspect this is just fishing without solid evidence so far.

    2. Re:Smoke and mirrors by homey+of+my+owney · · Score: 4, Interesting

      No, it does not cover the details of the confusing part.

      Moreover, it incorrectly implies that Enterprise Services is Autonomy. The first hammer to fall in August was the write down of $8B for the acquisition of EDS --- NOT Autonomy. The November write down of $8.8B was for Autonomy.

      The only thing clear here is that HP had a mess of losses associated with Enterprise Services, and that the first hint that things were really hosed was when they identified EDS as the reason for the first $8B+ write down.

    3. Re:Smoke and mirrors by Cassini2 · · Score: 2

      The 3 envelopes joke clearly explains what is happening.

      More seriously, the easiest person for Whitman to blame this fiasco on, is someone else, ideally from outside HP. Viola - the previous Autonomy CEO ...

    4. Re:Smoke and mirrors by lightknight · · Score: 2

      The CEO at the time, if I am remembering correctly, previously worked at SAP, and wanted to transition HP (a company by and large built on hardware) into a software services company. I guess he either missed working at SAP, or thought that HP should pull an IBM.

      Because his vision was so...mismatched for HP, a lot of bad ideas were thrown around. To put things into perspective for the common man, it's like buying a baking company, and trying to turn it into an agricultural company -> true, baking and agriculture are loosely related, but not enough for it to be a good idea to suddenly switch out the foundation of the company. In much the same sense, hardware and software are related, and interact with one another, but in a hardware company, you are going to have tons of Electrical Engineers, and in a software company, tons of Software Engineers / Computer Scientists. Electrical Engineers can write code, but they are not as...tuned as a SE / CS person might be, making the enterprise somewhat inefficient; whereas a Software Engineer / Computer Scientist might design a FPGA or put together a circuit on a bread-board, but it will probably not be as efficient as the thing an Electrical Engineer would put together. That does not mean that there aren't a lot of great Electrical Engineer programmers, or some SE / CS people who can't design some amazing hardware; it just means their emphasis was on something a little different.

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  2. Nothing to explain by TheRealMindChild · · Score: 3, Insightful

    Someone is lying

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    1. Re:Nothing to explain by Shoten · · Score: 3, Interesting

      Someone is lying

      Well, yeah...it's HP we're talking about. I mean, this is the company that spied on journalists who didn't say nice things about their products. Anytime you have a company that gets dragged before Congress to account for what they've done, you know something's wrong. Anytime you have a company whose actions resulted in new laws to clarify why what they did should be illegal, you know someone's willing to play around with the fine line between simply immoral and actually illegal. And people that make such distinctions...or think they count, in an ethical sense, are nothing more than intelligent lowlives.

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    2. Re:Nothing to explain by tri44id · · Score: 3, Informative
      Well, that too, but it's a lot more complicated. There are several things going on:
      • Meg Whitman is doing something that competent CEO's do routinely, and HP hasn't done in decades, which is cleaning up the books and writing down the value of non-performing assets, like brand names that will never be used again, such as "Compaq", "EDS", "Palm" and now "Autonomy". There's still "3Com" left to go...
      • Whitman is also playing the CEO spin game, which is that when you have bad news about profitability, you pair the announcement with some other announcement to act as distracting red meat to all the short-attention-span tech journalists who can't follow more than one story at a time. If you're Apple, you just need to mumble about some innovative new interaction modality and everyone goes crazy, if your're HP's CEO, you can actually demo a slick new product and everyone ignores you. Unfortunately HP's heritage of selling sushi as "cold, dead fish" has not been purged from their DNA.
      • The actual Autonomy core software is an undeniably superior technology for doing multimedia search and unstructured text search, but it was never actually productized. Apparently every sale was a bespoke one-off, never to be reused or broken apart and recycled the way most complex software is handled. This means that the combinatorial growth of value to expanding customer bases that potentially existed in the software base turned out to be extremely difficult to realize. HP didn't discover this until the deal was closed and HP engineers had spent some time with the code.
      • Nevertheless, during the sales negotiations with HP, the future cash flow of Autonomy was apparently computed as if the future growth of revenue was assured to be as exponential as the combinatorial math of modular software recombination would predict. Autonomy founder Mike Lynch is brilliant enough to make such a prediction in just those terms, and it surely would have gone right over the heads of then-CEO Leo Apotheker and most of the HP board, maybe including Shane Robison, chief strategy officer at the time. Now, is a statement about the finances of a software company based on whether that company's code is an impenetrable rat's nest, or not, a legally actionable, material misrepresentation? Is it something that would be expected to be uncovered by the legions of high-priced accountants deployed by the big name accounting firms during the "due diligence" phase of negotiations? I'm not a forensic accountant or a securities regulator, so I wouldn't venture to guess.
      • There were numerous other red flags http://www.guardian.co.uk/commentisfree/2012/nov/21/hewlett-packard-red-flags-autonomy around Autonomy that led HP's CFO Cathie Lesjak to vote against her boss and all the rest of the board on the purchase, but she was overruled.
      • Finally, HP claims that while there were accounting irregularities having to do with the way future revenue streams for software support were booked all at once, right now. Lynch claims that this is allowed under European rules even if it may be illegal under US GAAP rules. How would that change when Autonomy becomes owned by a US company? Should those high-priced accountants have caught that? Even so, HP claims to have testimony from a former Autonomy executive that those numbers were not merely tweaked, but were completely wack. HP is saying "nyah, nyah, we're not giving out details, and we're not saying who it is" and Lynch must be furious that he doesn't have enough information to try the case in the press and prejudice any legal outcome. HP wants to get Lynch under oath, so a jury can decide who's lying and who's not.

      The wheels of the law grind exceedingly slow, so this will take years to play out. Meanwhile, HP has some decent software to play with, and they are already doing innovative things, like building search into the printers themselves

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  3. Clown show by Anonymous Coward · · Score: 5, Interesting

    On the sell side, we have this.

    I'll let others comment on the buy side.

    1. Re:Clown show by WrecklessSandwich · · Score: 3, Interesting

      "We still have his powerpoint slides."

      Normally I'm not a fan of Oracle (who is?), but good on them for shutting Lynch down with actual facts.

  4. I'll take a stab at it... by garyisabusyguy · · Score: 4, Insightful

    HP wants to be what IBM used to be (and still struggles to be), the single source provider for their customer

    Autonomy looked like a great opportunity, but just like inexpensive hardware has undercut high-end server sales, open source solutions and tens of thousands of developers using those tools have undercut their market and dimmed the rosy projections that made HP willing to lay down so much cash

    I think that this is less about Autonomy's shrinking value and more about HP's willingness to pay any price to enter new markets and their failure to recognize an opportunity to drive down the selling price by being willing to walk away from the deal

    On Autonomy's part, they 'enhanced shareholder value' and returned a greater profit to them by negotiating the highest selling price possible, Do we really expect corporations to behave differently?

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    1. Re:I'll take a stab at it... by Kupfernigk · · Score: 2
      I think the "army of professional accountants" is part of the problem, not the solution. Financial records are about what happened in the past (though the order book is about what should happen in the future, there is no guarantee that the future will be a continuation of the past).

      Paradoxically, crowd sourcing an opinion through something like Slashdot might actually be more accurate - how often have you thought a proposed merger,flotation or acquisition stinks, and so it proved? Geeks often do have inside knowledge on technology trends, but they do not always recognise it and see how it fits the bigger picture. Accountants can tell you what happened, but once they move into futurology, they are at a disadvantage to someone who really knows, say, how a particular technology stacks up against the competition. And they won't know who to ask, because they don't talk to engineers.

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  5. the real fraud by frovingslosh · · Score: 3, Insightful

    Ever since HP bought Compaq (a deal that brought them nothing that they didn't already have) for more than the Chinese later paid for BM's PC division, they have been on a downhill spiral. And the cause of the decline seems to survive by telling the board "don't fire me now, you need to see this through". Meanwhile she keeps taking millions for an inability to run a once great company.

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    1. Re:the real fraud by Anonymous Coward · · Score: 2, Informative

      Meanwhile she keeps taking millions for an inability to run a once great company.

      Hewlett Packard split into two pieces a long time back: one became HP, the other became Agilent. HP got the PC/inkjet/etc. part of the business. Agilent got the "cool" part of Hewlett Packard - you know, oscilloscopes, logic analyzers, etc., etc., etc.

      "HP" hasn't been a great company since Agilent was split off. Agilent, on the other hand, still makes great equipment for electrical engineers (and more.)

    2. Re:the real fraud by Anonymous Coward · · Score: 2, Informative

      Carly Fiorina was the CEO when HP bought Compaq. I've noticed a tendency for posters to conflate her with Meg Whitman, as if they're one person. Y'know, that chick...

      Please, use names. FIORINA did this (Compaq merge). APOTHEKER did that (bought Autonomy). WHITMAN did another thing (allege fraud).

    3. Re:the real fraud by swalve · · Score: 3, Informative

      HP would be dead if they hadn't bought Compaq. The only good computers/servers they make are still from the Compaq pedigree.

  6. HP used to be good by EmperorOfCanada · · Score: 5, Insightful

    About 15 years ago I was buying an HP printer from Canada's equivalent to Best Buy and they were trying to do the usual crap warranty upsell. I told the guy, "For $10 off I'll take an HP product with no warranty." That was 15 years ago. I recently opened a cheap little HP inkjet and the included black cartridge had zero ink in it. I don't mean it had dried out but it had never contained ink as I cut it open and found no sign of ink. I didn't flip out or was even a tiny bit surprised. This is what I expect from HP products.

    The same with HP laptops; I expect a mountain of bloated trialware that will be a huge pain to remove and a variety of other cheapnesses such as the whole split left shift key thing.

    I also buy servers and with no experience at all with HP servers would simply not touch them with a bargepole due to my experiences with the rest of their product line. But back to their older products. I know people with older(10 years+) laserjets that just keep going and going; while I know others with newer colour laser jets where the red is fading due to dust buildup on a mirror buried deep inside the machine.

    And don't get me going on the prices of toner and ink. So my guess is that HP is a company run by MBA types "proving" all kinds of "facts" using spreadsheets while leaving the basics such as loyal happy customers in the dust as those things don't spreadsheet very well. If you are wondering what I mean by the misuse of spreadsheets think about this scenario: You are HP and you have some new trialware product to add to your latest laptop. The product looks like it will make an average of $16.95 per machine. You expect to sell 300,000 units. Well that works out to 6 million dollars. Then you add another trialware column, and another, and another. Soon those machines are simply printing money. But how do you calculate the number of customers who will never buy another HP after realizing that they basically just bought the electronic equivalent to postal junk flyers? Not so easy to put that into a spreadsheet; you can but it tends to be built on more fuzzy information that can be tainted with optimism. My personal guess is that a goodly portion of high priced Apple's sales are built upon people seeing a machine that didn't come with Norton AV and its bloaty brethren. These technologically unsophisticated people then reason that it is worth double to not get this crap. I like Apple products so I am not casting aspersions and I also know that there are many other reasons people buy them both worthy and shallow but I know many people who have no inclination to waste one second fighting with their machine and value their time accordingly.

    So when I hear that HP is squabbling over $11 billion that would potentially be detectable from the proper use of spreadsheets (accounting) I just laugh like a drain.

    1. Re:HP used to be good by deadgoon42 · · Score: 4, Interesting

      You just hit the nail on the head of why customers and employees of once great companies now hate those companies. Their management knows little to nothing about the business itself, they only know how to look at a spreadsheet and run a trend chart. At my last job, we spent most of our time making charts go up and boxes turn green. These had little to no positive effect on our business and often just made things worse. If things got too bad, we'd just make up numbers or manipulate them in such a way as to make them what the managers wanted. Since the managers didn't know anything about the real world happenings, they were none the wiser. A terrible way to run a business, but it seems that's how most are run nowadays.

      --

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  7. Classic case of Occam's razor by Anonymous Coward · · Score: 3, Interesting

    HP paid $11bn for Autonomy, despite Autonomy showing only $3.5bn of total assets (as of June 2011). HP recorded nearly $7bn of Goodwill (difference between the price HP thought it was worth and what the rest of the market thought it was worth) and surprise, surprise the market knew better than HP.

    HP's story simply does not stack up - it would mean Autonomy were fiddling their books to the tune of $5bn on a $3.5bn balance sheet. Much more likely is that HP vastly overpaid and are now trying to shift the blame, I'd expect these charges to get even more diluted in the near future.

  8. Easy Answer by agrisea · · Score: 2

    Ignoring all the bad decisions HP has made over the past 20 years, HP simply doesn't want to pay too much in taxes. Other large corps, like Intel, have used the multi-billion dollar write-down to escape taxes, course the rest of us will end up paying more.

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  9. Re:Of course slashdotters can explain it... by Anonymous Coward · · Score: 3, Funny

    they know everything about everything, don't you know?

    Hm, close. That was definitely smug and/or snidely sarcastic enough, but that's not in the form of a car analogy.

  10. I don't know by Kupfernigk · · Score: 2
    I'm pretty sure I could start a flamewar with a suitably crafted post about date handling in Java. And at least start a discussion about the accuracy of dendrochronology when used in conjunction with C14 dating.

    Or, and this has just occurred to me and might be a bit way out for Slashdot, are you thinking of the art of persuading another person to drop his or her underpants in an intimate setting?

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  11. Where was "due diligence"? by AlecC · · Score: 2

    HP are complaining that they were defrauded of between 80 and 90% of what they paid for Autonomy. On a ten digit deal, surely they employed all the best accountants and lawyers around to check it out? I mean, $100 million on advisers is still only 1% of the deal. If they did, why are they not suing these advisers (possibly as well, but certainly first)? If they did not, they they really have only themselves to blame and all concerned (not just the top man) should be ejected without parachutes.

    --
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  12. Re:Not to forget by garyisabusyguy · · Score: 2

    yeah, damn the MBA's... oh wait I am one, but then I had already been working in software development for over a decade before I chose to learn about the dark side

    The business education was painful and enlightening. It was both maddening in how companies rate investment against perceived roi (no business person would ever fund pure research with no clear return on investment over what they could make just shutting down research in favor of a stock portfolio) and troubling (how business 'ethics' has been transformed into an all-out race for short term profits to meet shareholder expectations regardless of long-term outcomes)

    If left to the business people, this entire country would be reduced to a backwater selling buggy whips in MLM schemes that maximize profits at the top and the rest of the world would be scrambling to leave us in the dust. I think that the most dangerous thing for a technology company to do is to allow their fate to fall into the hands of a business person with no technical background that only cares about the next quarters returns and ignores the need to plan ahead 5, 10 and 20 years into the future

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  13. Re:Meg Whitman is trying to pass blame by Anubis+IV · · Score: 3, Interesting

    She's the one cleaning up the mess, not the one that made it (though how well she's doing is certainly open to debate). That credit goes to Leo Apotheker, who, as the summary pointed out, was ousted largely due to the whole Autonomy buyout that he oversaw, but that was far from the only mess he made; he was also the one who announced plans to shut down HP's PC business. Whitman is just trying to put as much distance between the company and that deal as she can at this point, that way they can move on.

    As for eBay, she started there when it only had 30 employees, so it's not like she came in when it was the massive (though garish) success it is now and just kept it running. And what destruction has she left behind elsewhere? Last I checked, after she left eBay, she more or less took a break for a few years, serving on the boards at a few different companies that seemed to do rather well with her helping them (e.g. Dreamworks). And since coming on as CEO at HP, she's been systematically undoing the damage her predecessor did before he floated away on a golden parachute. Whether or not she's succeeding is not something I want to argue, since I don't think I'm well-informed on that subject, but it looks to me like the blame lies elsewhere, and that she's just trying to get them out of it.

    I'm not a fan of Whitman either, but let's at least be fair in our treatment and rely on actual facts, rather than generalizations that don't seem to line up with reality.

  14. Re:Meg Whitman is trying to pass blame by BitZtream · · Score: 2

    She as a member of HPs board of directors voted for buying Autonomy at the ridiculous price they paid. She most certainly IS responsible for it.

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