Meg Whitman’s efforts to turn HP around follow a proven script. But, in her efforts to frame future results against a background of past misdeeds, she might have gone one excuse too far and engaged in a potentially embarrassing fight against Mike Lynch, Autonomy’s founder.

Turnaround Artist Manual – Chapter 1: Walk in with a frown; blame your predecessor; slash projects, budgets, people; lower expectations, loudly; and write off assets.

When you’re finished, any progress going forward will be attributed to your decisive surgery and skill at the helm. You reap the benefits of a statistical illusion: Cut something by 50%, use time, work, and a little bit of luck to bring it back to its pre-surgery size, and you’re a miracle worker! 100% growth!

When Meg Whitman became HP’s CEO in September 2011, she followed the manual to the letter, and how!

Whitman had more than one predecessor to blame: Leo Apotheker was culpable for sins that we’ll review in a moment; Mark Hurd for acquiring EDS for $13.9B, for starving R&D down to less than 2.5% of revenue, and for the ill-fated $1.2B Palm acquisition. For good measure, Whitman included Carly Fiorina in her “rotating cast of CEOs” who were at fault for their “multiple inconsistent strategic plans and executional miscues“.

Then we have the HP layoffs. Early in 2012, Meg projected 27,000 layoffs through 2014, a number that has since increased to 29,000. (HP employs about 300,000 people worldwide.)

Next in the manual: lower expectations. As reported by Business Insider, HP’s CEO calls 2013 a “fix and rebuild” year, warning that the company will experience a “broad-based profit decline”. But there’s a silver lining: Whitman promises that HP will not only hit its savings targets and complete its restructuring by the end of fiscal 2014, but that the company’s revenues will be “growing in line with gross domestic product”…by 2016. (A high-tech Valley company that won’t reach GDP growth rates for three years… really?)

Further, after stating how important smartphones are to HP…

“My view is we have to ultimately offer a smartphone because in many countries of the world, that is your first computing device.”

…Whitman makes it clear that we shouldn’t expect an HP device in 2013. Does this mean that HP will introduce a smartphone in 2014 when Samsung and Apple will have taken complete control of the market? With all due respect, Whitman shouldn’t take IDC’s bizarre and fluctuating predictions seriously (11% market share for Windows Phone by 2016). Few people do outside of Redmond.

Next up: Write-offs. Here, Meg doesn’t go for small numbers, starting with a $3.3B Palm/WebOS asset zap. As the übergizmo article points out, the Palm misadventure cost shareholders close to $5B. Imagine what a startup could do with that kind of money.

And then there’s EDS, an IT services company founded by the industry legend Ross Perot and acquired by HP in 2008. Whitman decided to write off $8B of the $13.8B purchase price (58%) and, in a masterful stroke of corpospeak, managed to convince an IDC analyst that this was “Really Good News In Disguise“. Yes, that’s exactly the point of the Turnaround Artist Manual.

The grand finale is the Autonomy write-off. Acquired in August 2011 for $11.1B, HP’s official documents at the time called the acquisition “accretive“, that it would add to shareholder wealth. It sounded like a great idea: HP would have vaulted itself into the front of the pack in the exploding unstructured data applications sector.

A year later, HP’s CEO writes down Autonomy to the tune of $8.8B — 80% of the acquisition price tag. In an alternate reality, Whitman places hand on heart and takes the blame:

“I was on HP’s Board of Directors when we made the decision to acquire Autonomy. I have been part of the problem and I will now lead the solution. I’m committed to give Autonomy the place it deserves in HP’s products portfolio.”

Wall Street grumbles a bit, but the industry — and the company — applauds Whitman’s frankness, her leadership by example.

But that’s not what happened. In the aftermath of the Autonomy fiasco, Whitman blames everyone but herself and the current HP directors. First she points a finger at her predecessor, Leo Apotheker. Leo smiles and benignly lets it be known he is ready to help: “I will make myself available, however I can, to assist HP…”

(Apotheker has since assumed a more assertive stance in reminding everyone of the role that Ray Lane, HP’s chairman, played in the Autonomy transaction: “No single CEO is ever able to make a decision on a major acquisition in isolation… and certainly not without the full support of the chairman of the board.”)

Whitman then focuses on the company’s then-CTO, Shane Robison, who led the team that performed the due diligence. Blaming the well-liked Robison, who recently — and conveniently — retired, hasn’t won Whitman any friends inside the company.

Finally, she accuses Mike Lynch, Autonomy’s founder and CEO, of “accounting improprieties”. HP considers a referral to the SEC’s Enforcement Division and the UK’s Serious Fraud Office, and threatens to force Lynch to testify “under the penalty of perjury“.

The amount of the alleged fraud, around $100M, can also be explained by revenue recognition difficulties. These are not infrequent, especially when different accounting standards are involved, IFRS for most European companies (such as Autonomy), vs. GAAP in the US.

And, yes, the $100M “problem” would impact the transaction price by perhaps $1.5B, but that leaves another $5B to account for. (About $2B of the Autonomy write-off come from convolute but legit accounting mechanics tied to HP’s own stock price decline.)

Despite this discrepancy, Whitman attributes the bulk of the write-off to irregularities under Lynch’s regime. Catherine Lesjak, HP’s CFO, explains it thus [emphasis mine]:

The majority of this impairment charge [i.e. write-off] is linked to serious accounting improprieties, disclosure failures and misrepresentations that occurred prior to HP’s acquisition of Autonomy and the associated impact on the financial performance of the business over the long term.”

Vague words such as “associated impact” and “long term” purposefully confound a modest revenue recognition question with a much bigger problem. Many think the accounting snafu is a smoke screen: The Autonomy acquisition was simply a bad decision.

With Autonomy, Meg Whitman may have gone one write-off too far. Mike Lynch is a Larry Ellison-grade adversary: intelligent, articulate, aggressively entrepreneurial, with a willingness to create a reality distortion field around his company and an unwillingness to back down.

Lynch immediately writes to HP’s Board and demands proof of the allegations. Nothing so far. He then launches a website to buttress his defense and counterattack. His thesis is simple:
– First, Autonomy’s books were vetted by world-class accounting and consulting firms (Deloitte and KPMG) during the acquisition’s due diligence process.
– Second, HP’s Board of Directors, which comprises industry experts such as Ray Lane (ex-Oracle) and Marc Andreessen (ex-Netscape, Opsware, and founder of the Andreessen Horowitz venture firm) to say nothing of Meg herself, unanimously supported the acquisition proposed by Léo, himself an Enterprise Software expert (22 years at SAP).
– Third, Lynch contends that HP’s ponderous bureaucracy completely misunderstood and mismanaged the entrepreneurial culture that made Autonomy successful. As a result, key people left and the business is now in shambles.

The too-convenient Autonomy write-off and the attacks on Lynch could badly backfire. Legal action against Autonomy’s founder could open a Pandora’s box of embarrassing information.

For example, at its October 3rd analyst meeting, HP tells Wall Street that 2013 profits will fall below expectations, $3.40 to $3.60 per share vs. earlier estimates of $4.16. The stock hits a 9-year low. That same day, HP puts out a lengthy (2056 words) news release as well as a link to the presentations to be used at the meeting. I downloaded the (excellent) slides, looked for the word “Autonomy”, and found a mere footnote in Meg’s presentation and, elsewhere, an upbeat slogan: “Taking Autonomy from start-up to grown-up”…. Neither the CEO nor Cathie Lesjak, the CFO, said a word to tell shareholders trouble was brewing.

Seven weeks later, HP reveals that the investigation into Autonomy’s alleged accounting improprieties had been going on since last May when an insider blew the whistle. If Whitman and her staff are invited by Lynch’s lawyers to give depositions under the  “penalty of perjury” they earlier waved in his face, they could face some painful What Did You Know and When Did You Know It questions.

HP was once a pillar of Silicon Valley, a shining example of technical and managerial culture at their best. Today, insignificance and mediocrity loom. Does Whitman, who waves a Make It Matter slogan to rally troops, really think an ugly, mud-slinging fight will make things better?

JLG@mondaynote.com

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