ACL NETHERLANDS BV (as Successor To AUTONOMY
ACL NETHERLANDS BV (as successor toAUTONOMY CORPORATION LIMITED),HEWLETT-PACKARD VISION BV,AUTONOMY SYSTEMS LIMITED andHEWLETT-PACKARD ENTERPRISE NEW JERSEY INC-vMICHAEL RICHARD LYNCH andSUSHOVAN TAREQUE HUSSAINCase No. HC-2015-001324First Expert Report by:Gervase MacGregorReport Dated:29 November 2018
ACL NETHERLANDS BV (as successor to AUTONOMY CORPORATION LIMITED)and others -v- MICHAEL RICHARD LYNCH and SUSHOVAN TAREQUE HUSSAINFirst Expert Report by Gervase MacGregorReport dated: 29 November 2018TABLE OF CONTENTSSectionPage1INTRODUCTION AND TERMS OF REFERENCE12BACKGROUND93MY INVOLVEMENT AS AN EXPERT IN CRIMINAL PROCEEDINGS BROUGHT AGAINSTMR HUSSAIN114IFRS ACCOUNTING STANDARDS AND GUIDANCE – REVENUE RECOGNITION125AUTONOMY’S REVENUE RECOGNITION ACCOUNTING POLICY356THE ROLE OF DELOITTE397HARDWARE SALES448SALES TO RESELLERS609RESELLER CAPAX DISCOVERY (END-USERS KRAFT AND FSA)6310RESELLER MICROTECH (END-USER VATICAN LIBRARY) – Q1 20109011RESELLER COMERCIALIZADORA (END-USER TV AZTECA) – Q3 201010512ALLEGED RECIPROCAL TRANSACTIONS11413ALLEGED RECIPROCAL TRANSACTIONS: VMS - Q2 2009/Q4 201011814ALLEGED RECIPROCAL TRANSACTIONS: VIDIENT – Q4 2009/Q3 201013615HOSTING TRANSACTIONS14716OTHER TRANSACTIONS15917SUMMARY OF CONCLUSIONS18218EXPERT’S DECLARATION185
ACL NETHERLANDS BV (as successor to AUTONOMY CORPORATION LIMITED)and others -v- MICHAEL RICHARD LYNCH and SUSHOVAN TAREQUE HUSSAINFirst Expert Report by Gervase MacGregorReport dated: 29 November 2018APPENDICESAPPENDIX 1 - CV OF GERVASE MACGREGORAPPENDIX 2 - SOURCES OF INFORMATIONAPPENDIX 3 - IRON MOUNTAIN INFORMATION MANAGEMENT INC, Q2 2011EXHIBITSEXHIBIT A -EXTRACT FROM IFRS WEBSITE, “WHO WE ARE”EXHIBIT B -IAS 34 ‘INTERIM FINANCIAL REPORTING’EXHIBIT C -EXTRACTS FROM EY'S 2008 GUIDANCEEXHIBIT D -IASB “BASIS FOR CONCLUSIONS ON IFRS 15”EXHIBIT E -ARTICLE FROM IFRS WEBSITE 28 MAY 2014, “IASB AND FASB ISSUE CONVERGEDSTANDARD ON REVENUE RECOGNITION”EXHIBIT F -IAS 18 ‘REVENUE’EXHIBIT G -EXTRACTS FROM PWC'S 2009 GUIDANCEEXHIBIT H -EXTRACTS FROM KPMG'S 2008/9 GUIDANCEEXHIBIT I -AUTONOMY'S CONSOLIDATED FINANCIAL STATEMENTS 2009EXHIBIT J -AUTONOMY'S CONSOLIDATED FINANCIAL STATEMENTS 2010EXHIBIT K -EXTRACTS FROM DELOITTE'S 2009 GUIDANCEEXHIBIT L -EXTRACTS FROM EY'S 2009 GUIDANCEEXHIBIT M -THE FRAMEWORK FOR THE PREPARATION AND PRESENTATION OF FINANCIALSTATEMENTSEXHIBIT N -IAS 8 ‘ACCOUNTING POLICIES, CHANGES IN ACCOUNTING ESTIMATES ANDERRORS’EXHIBIT O -THE CONCEPTUAL FRAMEWORK FOR FINANCIAL REPORTING 2010EXHIBIT P -IAS 1 ‘PRESENTATION OF FINANCIAL STATEMENTS’EXHIBIT Q -EXTRACT FROM FRC WEBSITE 31 MAY 2018, "DISCIPLINARY ACTION IN RELATIONTO AUTONOMY CORPORATION PLC"EXHIBIT R -IASB PRESS RELEASE 19 JANUARY 2006, “IASB PUBLISHES CONVERGENCEPROPOSALS ON SEGMENT REPORTING”EXHIBIT S -IASB PRESS RELEASE 30 NOVEMBER 2006, “IASB ISSUES CONVERGENCESTANDARD ON SEGMENT REPORTING”EXHIBIT T -IFRS 8 ‘OPERATING SEGMENTS’EXHIBIT U -IFRS POST-IMPLEMENTATION REVIEW: IFRS 8 OPERATING SEGMENTS, JULY 2013EXHIBIT V -EXTRACTS FROM VODAFONE GROUP PLC ANNUAL REPORT FOR THE YEAR ENDED31 MARCH 2010EXHIBIT W -EXTRACTS FROM BERKELEY GROUP ANNUAL REPORT FOR THE YEAR ENDED30 APRIL 2010EXHIBIT X -IAS 2 ‘INVENTORIES’
ACL NETHERLANDS BV (as successor to AUTONOMY CORPORATION LIMITED)and others -v- MICHAEL RICHARD LYNCH and SUSHOVAN TAREQUE HUSSAINFirst Expert Report by Gervase MacGregorReport dated: 29 November 2018EXHIBIT Y -EXTRACTS FROM TRANSCRIPT OF PROCEEDINGS, VOLUME 4EXHIBIT Z -IFRS 3 ‘BUSINESS COMBINATIONS’
ACL NETHERLANDS BV (as successor to AUTONOMY CORPORATION LIMITED)and others -v- MICHAEL RICHARD LYNCH and SUSHOVAN TAREQUE HUSSAINFirst Expert Report by Gervase MacGregorReport dated: 29 November 2018GLOSSARYAmgenAmgen IncASLAutonomy Systems Limited, an indirect wholly-owned subsidiary ofAutonomyATICMicroTech’s Advanced Technology Innovation CenterAudit CommitteeAutonomy's audit committeeAutonomyACL Netherlands BV (as successor to Autonomy CorporationLimited, formerly Autonomy Corporation Plc)Autonomy AcquisitionThe purchase of Autonomy by Bidco on 3 October 2011 for a totalpurchase price of 7.15 billion (approximately US 11.1 billion)Autonomy IncHewlett-Packard Enterprise New Jersey Inc (formerly AutonomyInc)Mr AvantDonald Leonard Avant, Jr, Autonomy group head of operations fromJuly 2011Mr AvilaEloy Avila, Autonomy chief corporate architect/CTO fromSeptember 2009 to June 2013Mr BaioccoJohn Francis Baiocco, Capax Discovery managing partnerMr Baiocco's Witness StatementWitness statement of Mr Baiocco dated 13 September 2018Mr BardenPhil Barden, Deloitte partnerBDOBDO LLPBidcoHewlett-Packard Vision BV, an indirect wholly-owned subsidiary ofHPMr BlanchflowerSean Mark Blanchflower, Autonomy head of R&DMr Blanchflower’s Witness StatementWitness statement of Mr Blanchflower dated 14 September 2018Mr BloomerJonathan William Bloomer, chair of Autonomy’s Audit Committeefrom 2010 until its acquisition by HPMr Bloomer’s Witness StatementWitness statement of Mr Bloomer dated 15 November 2018Mr BriceSteven Brice of Mazars LLP, engaged on behalf of the USGovernment in the criminal proceedings brought againstMr HussainCapax DiscoveryCapax Discovery LLCCEOChief executive officerCFOChief financial officer
ACL NETHERLANDS BV (as successor to AUTONOMY CORPORATION LIMITED)and others -v- MICHAEL RICHARD LYNCH and SUSHOVAN TAREQUE HUSSAINFirst Expert Report by Gervase MacGregorReport dated: 29 November 2018Mr ChamberlainStephen Chamberlain, Autonomy vice president of financeClaimantsACL Netherlands BV, Hewlett-Packard Vision BV, Autonomy SystemsLimited and Hewlett-Packard Enterprise New Jersey IncComercializadoraComercializadora Cobal’s S.A De CVConceptual FrameworkConceptual Framework for Financial Reporting 2010Consolidated Financial StatementsAutonomy's consolidated financial statements to 31 Decembereach yearDefendantsMichael Richard Lynch and Sushovan Tareque HussainDeloitteDeloitte LLP, Autonomy's auditor for the years ended 31 December2003 to 2010Deloitte’s 2009 GuidanceDeloitte iGAAP 2009 – A guide to IFRS reportingDiscoverTechDiscover Technologies LLCMr EganChristopher Bradley Egan, Autonomy Inc CEO throughout theRelevant PeriodMr Egan’s Witness StatementWitness statement of Mr Egan dated 13 September 2018Mr EsterrichTomas Esterrich, MicroTech CFOEYErnst and Young LLPEY’s 2008 GuidanceEY International GAAP 2008 – Generally Accepted AccountingPractice under International Financial Reporting StandardsEY’s 2009 GuidanceEY International GAAP 2009 – Generally Accepted AccountingPractice under International Financial Reporting StandardsFASBUS Financial Accounting Standards BoardFirst DefendantDr LynchFirst Defendant’s Amended DefenceFirst Defendant's Amended Defence and Counterclaim dated 4 April2017FrameworkThe Framework for the Preparation and Presentation of FinancialStatements, superseded by the Conceptual FrameworkFRCFinancial Reporting CouncilFSAFinancial Services AuthorityGAAPGenerally accepted accounting principlesMr GoodfellowChristopher James Robin Goodfellow, Autonomy’s director of globalaccounts and chief technology officer of infrastructure throughoutthe Relevant PeriodMr Goodfellow’s Witness StatementWitness statement of Mr Goodfellow dated 14 September 2018
ACL NETHERLANDS BV (as successor to AUTONOMY CORPORATION LIMITED)and others -v- MICHAEL RICHARD LYNCH and SUSHOVAN TAREQUE HUSSAINFirst Expert Report by Gervase MacGregorReport dated: 29 November 2018Mr GreenwoodPhillip Howard Greenwood, Autonomy head of connectorsMs GustafssonPoppy Gustafsson, Autonomy European financialcontroller/corporate controller during the Relevant PeriodMs Gustafsson’s Witness StatementWitness statement of Ms Gustafsson dated 15 November 2018Ms HarrisElizabeth “Lisa” Jane Harris, part of the Autonomy finance teamworking on costs accounting from April 2005Hearsay Notice of the Transcript ofProceedings of Mr S TruittClaimants’ hearsay notice including the Transcript of Proceedingsof Mr S Truitt dated 14 September 2018Mr HumphreyDavid Humphrey, chief technology officer of Virage Inc (anAutonomy group company) during the Relevant PeriodMr Humphrey’s Witness StatementWitness statement of Mr Humphrey dated 14 September 2018HPHewlett-Packard CompanyMr HussainSushovan Tareque Hussain, Autonomy CFO throughout the RelevantPeriodMr Hussain's Witness StatementWitness statement of Mr Hussain dated 13 September 2018IAS(s)International Accounting Standard(s)IAS 1International Accounting Standard 1 ‘Presentation of FinancialStatements’IAS 2International Accounting Standard 2 ‘Inventories’IAS 8International Accounting Standard 8 'Accounting Policies, Changesin Accounting Estimates and Errors'IAS 18International Accounting Standard 18 ‘Revenue’IAS 34International Accounting Standard 34 ‘Interim Financial Reporting’IASBThe International Accounting Standards BoardIASCInternational Accounting Standards CommitteeIDOLIntelligent Data Operating Layer (Autonomy software)IFRS(s)International Financial Reporting Standard(s)IFRS 8International Financial Reporting Standard 8 ‘Operating Segments’IFRS 15International Financial Reporting Standard 15 ‘Revenue fromContracts with Customers’IM Licence FVAIron Mountain fair value adjustmentIron MountainIron Mountain Information Management Inc
ACL NETHERLANDS BV (as successor to AUTONOMY CORPORATION LIMITED)and others -v- MICHAEL RICHARD LYNCH and SUSHOVAN TAREQUE HUSSAINFirst Expert Report by Gervase MacGregorReport dated: 29 November 2018Iron Mountain DigitalThe digital division of Iron Mountain purchased by Autonomy inJune 2011ISRE 2410International Standard on Review Engagements 2410Keker, Van Nest & PetersKeker, Van Nest & Peters LLPMr KnightsRichard Knights, Deloitte audit partner for Autonomy’s 2008 and2009 Consolidated Financial StatementsKPMGKPMG LLPKPMG’s 2008/9 GuidanceKPMG Insights into IFRS - KPMG's practical guide to InternationalFinancial Reporting Standards, Fifth Edition 2008/9KraftKraft Foods Global, IncMr LuciniFernando Lucini Gonzalez-Pardo, Autonomy head of pre-sales andchief architectMr Lucini’s Witness StatementWitness statement of Mr Lucini dated 14 September 2018Dr LynchMichael Richard Lynch, Autonomy CEO throughout the RelevantPeriodDr Lynch's First Witness StatementWitness statement of Dr Lynch dated 14 September 2018Mr MartinAlastair James Martin, responsible for Autonomy pre-sales andpost-sales divisions in Europe and Asia, and group head oftechnical and customer operations, EMEA and APAC at the time ofthe HP acquisition of AutonomyMr MercerNigel Mercer, Deloitte audit partner for Autonomy’s Q2 2010interim review and for the remainder of the Relevant PeriodMicroTechMicroTech LLCMoreoverMoreover Technologies Inc, former data feed supplier to AutonomyNAADeloitte National Accounting and Auditing teamOEMOriginal equipment manufacturerMr PaoFrank Pao, CEO of Vidient during the Relevant PeriodMr PearsonPhilip Michael Pearson, responsible for global technology equityinvestments at GLG PartnersPRISAPRISA Digital S.L.PRISA First AmendmentFirst amendment to an End User Software Licence agreementdated 31 March 2010 between Autonomy Spain S.L. and EdicionesEl Pais, S.L., a subsidiary of PRISA Digital S.L.Mr PuriRahul Puri, managing director of innovation and chief softwarearchitect at PRISA in the Relevant Period
ACL NETHERLANDS BV (as successor to AUTONOMY CORPORATION LIMITED)and others -v- MICHAEL RICHARD LYNCH and SUSHOVAN TAREQUE HUSSAINFirst Expert Report by Gervase MacGregorReport dated: 29 November 2018Mr Puri’s Witness StatementWitness statement of Mr Puri dated 13 September 2018PwCPricewaterhouseCoopers LLPPwC’s 2009 GuidancePwC IFRS manual of accounting 2009 – Global guide toInternational Financial Reporting StandardsPwC’s 2010 GuidancePwC Manual of accounting IFRS 2010Q1January to MarchQ2April to JuneQ3July to SeptemberQ4October to DecemberRelevant PeriodThe period from 1 January 2009 to 30 June 2011Re-Re-Amended Particulars of ClaimUndated draft Re-Re-Amended Particulars of Claim, submitted on23 July 2018Re-Amended ReplyUndated draft Re-Amended-Reply and First Claimant's Defence tothe First Defendant's Amended Defence and CounterclaimSecond DefendantMr HussainSecond Defendant's AmendedDefenceSecond Defendant's Amended Defence dated 4 April 2017Mr ShelleyPhilip John Shelley, co-head of corporate broking at UBS/co-headof combined corporate broking and UK ECM team at GoldmanSachs during the Relevant PeriodSOWStatement of workSPEStructured Probabilistic EngineSpursTottenham Hotspur PlcMr SullivanMichael Sullivan, Autonomy CEO of Autonomy ‘Protect’ (thearchiving and litigation discovery division of Autonomy)Mr Sullivan’s Witness StatementWitness statement of Mr Sullivan dated 13 September 2018Ms SyedLaila Syed, VMS CFOTranscript of ProceedingsTranscript of proceedings of the criminal proceedings brought bythe United States Department of Justice against the SecondDefendant in the United States District Court, Northern District ofCaliforniaMr S TruittSteven Bradley Truitt, MicroTech’s chief operating officerthroughout the Relevant PeriodUK GAAPUK generally accepted accounting principles
ACL NETHERLANDS BV (as successor to AUTONOMY CORPORATION LIMITED)and others -v- MICHAEL RICHARD LYNCH and SUSHOVAN TAREQUE HUSSAINFirst Expert Report by Gervase MacGregorReport dated: 29 November 2018US GAAPUS generally accepted accounting principlesVidientVidient Systems IncVidient Purchase 1Purchase of a three year licence to ‘SmartCatch’ software byAutonomy from Vidient on 1 January 2010Vidient Purchase 2Purchase of distribution rights for ‘SmartCatch’ and ‘SmartCatch’analytics software by Autonomy from Vidient on 26 October 2010Vidient Sale 1Sale of a software licence from Autonomy to Vidient on31 December 2009Vidient Sale 2Further to Vidient Sale 1, sale of additional functionality and extralicensed software from Autonomy to Vidient on 30 September 2010VMSVideo Monitoring Services of America, IncVMS Data LicenceThree year licence for the provision of data by VMS to Autonomyunder the VMS Data Licensing AgreementVMS Data Licensing AgreementData Licensing Agreement between Autonomy and VMS dated 30June 2009VMS First AmendmentFirst Amendment to the VMS Data Licensing AgreementVMS Purchase 1Purchase of the VMS Data Licence by Autonomy from VMS on30 June 2009VMS Purchase 2Purchase of data licences under the VMS First Amendment byAutonomy from VMS on 31 December 2010VMS Sale 1Sale of a software licence from Autonomy to VMS on 30 June 2009VMS Sale 2Sale of a software licence from Autonomy to VMS on31 December 2010VMS Sale 3Sale of hardware from Autonomy to VMS on 31 December 2010VMS Software Licence AgreementSoftware Licence Agreement between Autonomy and VMS dated31 December 2002Mr WangRoger Wang, Autonomy’s vice president of product developmentfor Digital Safe throughout the Relevant PeriodMr Wang’s Witness StatementWitness statement of Mr Wang dated 20 September 2018Mr WelhamLee Peter Welham, Deloitte audit senior manager throughout theRelevant PeriodMr Welham’s Witness StatementWitness statement of Mr Welham dated 14 September 2018Mr YellandChristopher Henry Yelland, Autonomy CFO from April 2012 toFebruary 2013ZantazZantaz Inc, a company acquired by Autonomy in July 2007
ACL NETHERLANDS BV (as successor to AUTONOMY CORPORATION LIMITED)and others -v- MICHAEL RICHARD LYNCH and SUSHOVAN TAREQUE HUSSAINFirst Expert Report by Gervase MacGregorReport dated: 29 November 20181INTRODUCTION AND TERMS OF REFERENCEI am a practising Chartered Accountant having been admitted as an Associate of theInstitute of Chartered Accountants in England and Wales in 1986 and a Fellow in 1996.I joined a predecessor firm of BDO LLP (“BDO”) in September 1982, became a manager inthe firm in January 1987 and a partner in January 1991.In June 1994, I assumed responsibility as partner in charge of my firm’s forensic accountingdepartment offering support to solicitors and others in respect of accountancy aspects ofdisputes and claims.In 2008 I was appointed to BDO’s board and was made responsible for all advisory servicesat BDO, consisting of forensic accounting and valuations, corporate finance andrestructuring. I now have board responsibility for risk and regulatory matters at BDO andremain in charge of the forensic services department.My principal areas of expertise and experience are share purchase and takeover disputesincluding providing expert determinations in respect of GAAP and warranty matters,regulatory investigations and business and quantum valuation. I have been appointed asan investigator for the UK accounting and financial reporting regulator, the FinancialReporting Council (FRC), under various forms of its accountancy disciplinary scheme onmany occasions, investigating the professional conduct of audit firms and individuals inrespect of their audit conduct and compliance with GAAP and ethics. I have also been aninvestigator for the (then) FSA and a s432 Companies Act Inspector. This work includesinvestigations into the conduct of the largest accounting and auditing firms. Myinvestigations have led to significant disciplinary actions.A large number of my assignments have involved the application of aspects of UK generallyaccepted accounting principles (“UK GAAP”) or International Financial Reporting Standards(“IFRS(s)”) and in particular, application at specific points in time.I am a practising member of the British Academy of Experts, a member of the Society ofShare and Business Valuers, a member of the Association of Certified Fraud Examiners, aswell as the Institute of Chartered Accountants in England and Wales’s Fraud Advisory Panel.My CV is in Appendix 1.I have been assisted by members of my staff in the preparation of this report. All work inthis report has been carried out under my supervision and control and as such, any opinionsand views in this report are my own.1
ACL NETHERLANDS BV (as successor to AUTONOMY CORPORATION LIMITED)and others -v- MICHAEL RICHARD LYNCH and SUSHOVAN TAREQUE HUSSAINFirst Expert Report by Gervase MacGregorReport dated: 29 November 2018Instructions and scope of reportI have been instructed by Clifford Chance LLP to provide forensic accounting services inconnection with the matter of ACL Netherlands BV (successor to Autonomy CorporationLimited) (“Autonomy”), Hewlett-Packard Vision BV (“Bidco”), Autonomy Systems Limited(“ASL”) and Hewlett-Packard Enterprise New Jersey Inc (together, the “Claimants”) andMichael Richard Lynch (“Dr Lynch” or the “First Defendant”) and Sushovan Tareque Hussain(“Mr Hussain” or the “Second Defendant”) (together, the “Defendants”).I am instructed to provide expert evidence in “Expert Field 1” in this matter. The Courtdefines this field as relating to “the appropriate accounting treatment for the impugnedtransactions, including as to their presentation in Autonomy’s published information”.1Specifically, I have been instructed on behalf of Dr Lynch to prepare a report providing myanalysis of the accounting treatment of certain transactions or types of transactions, andcertain disclosures in Autonomy’s consolidated financial statements (“ConsolidatedFinancial Statements”), which occurred during the period from 1 January 2009 to 30 June2011 (the “Relevant Period”) and as referred to at paragraph 1.14 below.In this action, the Claimants allege in the undated draft Re-Re-Amended Particulars ofClaim, submitted on 23 July 20182 (the “Re-Re-Amended Particulars of Claim”), that:“Over the period from (at least) the first quarter of 2009 until the second quarter of 2011 [Dr] Lynch and [Mr] Hussain caused Autonomy group companies to engage in impropertransactions and accounting practices that artificially inflated and acceleratedAutonomy’s reported revenues, understated its costs of goods sold (“COGS”) (therebyartificially inflating its gross margins), misrepresented its rate of organic growth and thenature and quality of its revenues, and overstated its gross and net profits.”3The Claimants categorise the alleged “improper tran
KPMG KPMG LLP KPMG’s 2008/9 Guidance KPMG Insights into IFRS - KPMG's practical guide to International Financial Reporting Standards, Fifth Edition 2008/9 Kraft Kraft Foods Global, Inc Mr Lucini Fernando Lucini Gonza
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