AUTONOMY’S LYNCH ASKS HP BOARD TO ADDRESS ALLEGATIONS

(The following is a reformatted version of an open letter issued
by Mike Lynch and received via electronic mail. The letter was
confirmed by the sender.) 
Open Letter from Dr Mike Lynch to the Board of Directors of
Hewlett-Packard 
27 November 2012 
To: The Board of Directors of Hewlett-Packard Company 
On 20 November Hewlett-Packard (HP) issued a statement accusing
unspecified members of Autonomy’s former management team of
serious financial impropriety. It was shocking that HP put non-specific but highly damaging allegations into the public domain
without prior notification or contact with me, as former CEO of
Autonomy. 
I utterly reject all allegations of impropriety. 
Autonomy’s finances, during its years as a public company and
including the time period in question, were handled in
accordance with applicable regulations and accounting practices.
Autonomy’s accounts were overseen by independent auditors
Deloitte LLC, who have confirmed the application of all
appropriate procedures including those dictated by the
International Financial Reporting Standards used in the UK. 
Having no details beyond the limited public information provided
last week, and still with no further contact from you, I am
writing today to ask you, the board of HP, for immediate and
specific explanations for the allegations HP is making. HP
should provide me with the interim report and any other
documents which you say you have provided to the SEC and the SFO
so that I can answer whatever is alleged, instead of the
selective disclosure of non-material information via background
discussions with the media. 
I believe it is in the interest of all stakeholders, and the
public record, for HP to respond to a number of questions: 
• Many observers are stunned by HP’s claim that these
allegations account for a $5 billion write down and fail to
understand how HP reaches that number. Please publish the
calculations used to determine the $5 billion impairment charge.
Please provide a breakdown of the relative contribution for
revenue, cash flow, profit and write down in relation to: 
o The alleged “mischaracterization” of hardware that HP did not
realize Autonomy sold, as I understand this would have no effect
on annual top or bottom lines and a minor effect on gross margin
within normal fluctuations and no impact on growth, assuming a
steady state over the period; 
o The alleged “inappropriate acceleration of revenue recognition
with value-added resellers” and the “[creation of] revenue where
no end-user customer existed at the time of sale”, given their
normal treatment under IFRS; and 
o The allegations of incorrect revenue recognition of long-term
arrangements of hosted deals, again given the normal treatment
under IFRS. 
• In order to justify a $5 billion accounting write down, a
significant amount of revenue must be involved. Please explain
how such issues could possibly have gone undetected during the
extensive acquisition due diligence process and HP’s financial
oversight of Autonomy for a year from acquisition until October
2012 (a period during which all of the Autonomy finance reported
to HP’s CFO Cathie Lesjak). 
• Can HP really state that no part of the $5 billion write down
was, or should be, attributed to HP’s operational and financial
mismanagement of Autonomy since the acquisition? 
• How many people employed by Autonomy in September 2011 have
left or resigned under the management of HP? 
• HP raised issues about the inclusion of hardware in Autonomy’s
IDOL Product revenue, notwithstanding this being in accordance
with proper IFRS accounting practice. Please confirm that Ms
Whitman and other HP senior management were aware of Autonomy’s
hardware sales before 2012. Did Autonomy, as part of HP,
continue to sell third-party hardware of materially similar
value after acquisition? Was this accounted for by HP and was
this reported in the Autonomy segment of their accounts? 
• Were Ms Whitman and Ms Lesjak aware that Paul Curtis (HP’s
Worldwide Director of Software Revenue Recognition), KPMG and
Ernst & Young undertook in December 2011 detailed studies of
Autonomy’s software revenue recognition with a view to
optimising for US GAAP? 
• Why did HP senior management apparently wait six months to
inform its shareholders of the possibility of a material event
related to Autonomy? 
Hewlett Packard is an iconic technology company, which was
historically admired and respected all over the world. Autonomy
joined forces with HP with real hopes for the future and in the
belief that together there was an opportunity to make HP great
again. I have been truly saddened by the events of the past
months, and am shocked and appalled by the events of the past
week. 
I believe it is in the best interests of all parties for this
situation to be resolved as quickly as possible. 
I am placing this letter in the public domain in the interests
of complete transparency. 
Yours faithfully,
Dr Mike Lynch 
(kgt)NY 
#<541848.1895494.2.3.0.0.76>#
 
 
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