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1Repair Windows errors before they cause bigger problems2Fix the driver behind crashes, sound loss and screen glitches3Clear out junk files and repair common Windows errorsHP pursued Autonomy to expand its enterprise software business, betting that Autonomy’s information-management technology, customer base and industry expertise could strengthen HP’s position. The deal’s acquisition-date fair-value consideration was recorded as $11 billion; in fiscal 2012, HP recorded an $8.8 billion impairment tied to Autonomy. Those figures describe different stages of the deal—not the same measure of cash paid or lost.
What HP agreed to buy
On August 18, 2011, HP announced a recommended cash offer of £25.50 ($42.11) per share for all outstanding shares of Autonomy Corporation plc. The boards of both companies unanimously approved the offer. HP described Autonomy as a global enterprise-infrastructure-software company and said the acquisition would bolster its enterprise information-management business.
HP acquired control on October 3, 2011, after acceptances for 213,421,299 shares—approximately 87.34% of Autonomy’s issued share capital. In its 2011 Form 10-K, HP recorded $11 billion in acquisition-date fair-value consideration. That accounting figure included cash for shares and convertible bonds, as well as assumed values for stock awards; it should not be read as a simple statement that HP paid $11 billion in cash for common shares.
Why HP wanted Autonomy
A foothold in enterprise information management
HP presented Autonomy as a way to build a stronger position in enterprise information management, a market it characterized as large and growing. The strategic case rested on Autonomy’s software and intellectual property, its services potential, and capabilities aimed at sectors such as government, financial services, legal, pharmaceutical and healthcare.
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A substantial existing customer base
HP’s October 3, 2011 control-acquisition release said Autonomy served more than 25,000 customer accounts worldwide. That gave HP an established software business to add to its portfolio, rather than a product line it would need to build from scratch.
An earnings-growth expectation
HP’s SEC-filed announcement said the acquisition was expected to be “accretive to non-GAAP earnings per share for HP shareholders in the first full year following completion.” That was HP’s forecast at announcement, not a guarantee of results. The later impairment shows that the deal’s recorded value and expectations were revised substantially.
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Why HP wrote down Autonomy
For fiscal 2012, HP recorded an $8.8 billion goodwill and purchased-intangible-asset impairment charge associated with the Autonomy reporting unit. HP cited revenue and profitability below expectations, revised forecasts, and reduced expected synergies as impairment indicators.
An impairment is an accounting reduction in the value assigned to acquired assets, including goodwill and intangibles. It is not, by itself, a new cash payment of that amount or proof that the same amount disappeared from the bank account in that year. The $8.8 billion charge was HP’s fiscal 2012 accounting write-down; the $11 billion figure was the acquisition-date fair value of consideration recorded in 2011.
HP’s allegations and the later criminal case
HP said its internal investigation found alleged accounting improprieties, incomplete disclosures and misrepresentations at Autonomy before the acquisition. HP said it provided information to the U.S. Department of Justice, the Securities and Exchange Commission, and the UK Serious Fraud Office. These are allegations made by HP and should not be treated as adjudicated facts.
In June 2024, the Associated Press reported that a federal jury acquitted former Autonomy CEO Mike Lynch on the criminal counts arising from the transaction. That later outcome is distinct from HP’s accounting impairment: an impairment records HP’s assessment of asset value, while a criminal trial addresses whether prosecutors proved specific charges beyond a reasonable doubt. The acquittal does not alter the historical offer terms or erase the charge HP recorded.
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How to read the deal’s key figures
| Figure | What it refers to | What it does not establish |
|---|---|---|
| £25.50 ($42.11) per share | HP’s recommended cash offer announced on August 18, 2011, for Autonomy shares. | It is not HP’s later acquisition-date accounting total. |
| Approximately 87.34% | The share capital represented by acceptances that gave HP control on October 3, 2011. | It is not a measure of the value of Autonomy or of the shares HP ultimately held after every subsequent transaction. |
| $11 billion | HP’s 2011 Form 10-K acquisition-date fair-value consideration, including cash for shares and convertible bonds and assumed stock-award values. | It is not simply the cash price per share multiplied by common shares. |
| $8.8 billion | HP’s fiscal 2012 goodwill and purchased-intangible-asset impairment associated with Autonomy. | It is not the offer price, the original consideration, or a finding of criminal liability. |
The figures tell a sequence: HP announced a per-share offer, obtained control, recorded the fair value of consideration at acquisition, and later reduced the carrying value of acquired assets. Keeping those measures separate is essential to understanding what happened without turning an accounting charge into a claim about criminal guilt or a direct measure of cash loss.
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