Micro Focus Presentation Template · 2020-05-12 · presentation to deal, for its account or the...

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Micro Focus 20 February 2020 Lender Presentation

Transcript of Micro Focus Presentation Template · 2020-05-12 · presentation to deal, for its account or the...

Micro Focus

20 February 2020

Lender Presentation

2

DisclaimerThis presentations has been prepared solely to provide a basis for for potential providers of finance to consider whether to assist Micro Focus International PLC (“Micro Focus") and its subsidiaries (each a “Company” and together, the “Companies") with their evaluation of raising new debt facilities in connection with a potential refinancing transaction involving the Companies (the “Transaction). The existence of this presentation, the information contained within it and any information otherwise made available, whether orally or in writing, in connection herewith is confidential and is being made on the basis that the recipients keep such information confidential and use such information solely for the purposes contemplated hereby. This presentation must not be copied, reproduced, published, distributed, disclosed or passed to any other person at any time except in accordance with the confidentiality agreement entered into by you with Micro Focus in relation tothe Transaction.

This presentation is being communicated in the United Kingdom only to persons who have professional experience in matters relating to investments, i.e. investment professionals falling within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended and to persons to whom it is otherwise lawful to distribute it. This presentation is not for publication, distribution or release, directly or indirectly, in or into or from Australia, Canada, New Zealand, Japan, South Africa, or any other state or jurisdiction in which the same would be restricted, unlawful or unauthorised. This presentation is for information purposes only and shall not constitute an offer to buy, sell, issue, or acquire, or the solicitation of an offer to buy, sell, issue, or acquire any securities.

This presentation may include material non-public information or inside information under Regulation (EU) No 596/2014 (Market Abuse Regulation) and accordingly, recipients agree not to use all or any of the Information contained in this presentation to deal, for its account or the account of any third party, directly or indirectly, in any securities of the Company (or engage in any other activity which would constitute an offence under the UK market abuse regime) before the information is made public.

This presentation may include management projections and certain other matters that may be considered “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the intent, belief or current expectations of the Companies and their management with respect to, among other things, future events and financial trends affecting the Companies. Forward-looking statements include, but are not limited to, statements regarding future events, plans, goals, objectives and expectations. The words “believes”, “expects”, “anticipates”, “estimates”, “plan”, “intend”, “likely”, “will,", “should”, and similar expressions are intended to identify such forward-looking statements. In addition, any statements that refer to expectations or other characterizations of future events or circumstances are forward-looking statements. Recipients are cautioned that any such management projections, estimates or other forward-looking statements are based on assumptions and estimates developed by management of the Companies, that any such forward-looking statements are not guarantees of future performance and that matters referred to in such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements of the Companies to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors, risks and uncertainties include, among other things, the impact of current or pending legislation and regulation, antitrust considerations, the impact of pending or future litigation or claims, changes in general economic conditions, fluctuations in interest rates, fluctuations in exchange rates, changes in industry conditions, changes in market conditions, changes in operating performance, changes in customers’ demand for the Companies’ products and services, changes in the level of competition, technological changes and innovations, changes in governmental regulations and policies and actions of regulatory bodies, changes in tax rates and changes in capital expenditure requirements.

The information contained within this presentation has not been independently verified. No reliance may be placed, for any purpose whatsoever, on the information or opinions contained in this presentation nor on its completeness and no representation or warranty, express or implied, is given by or on behalf of any Company, or their respective directors, employees, agents or advisers as to the accuracy or completeness of the information or opinions contained in this presentation. The projections contained herein should not be regarded as a representation or warranty, express or implied, by any Company or their respective directors, employees, agents or advisors that the projected or estimated results will be achieved. To the maximum extent permitted by law, none of the Companies, their directors, officers, shareholders, advisors, employees or agents, nor any other person accepts any liability, including, without limitation, any liability arising out of fault or negligence for any loss arising from the use of the information contained in this presentation.

This presentation speaks only as at the date on which it is made, Neither the delivery of this presentation nor any further discussions of any of the Companies with any of the recipients shall, under any circumstances, create any implication that there has been no change in the affairs of the Companies since that date and the Companies do not undertake any duty to update or to correct this presentation.

The Information contained in this presentation is for information purposes only. The material and information herein is not to be shared with any other parties. The information contained in this presentation is not investment or financial product advice and is not intended to be used as the basis for making an investment decision. This presentation has been prepared without taking into account the investment objectives, financial situation or particular needs of any particular person.

Certain market data information in this presentation is based on management’s estimate. Each Company obtained the industry, market and competitive position data used throughout this presentation from internal estimates and research as well as from industry publications and research, surveys and studies conducted by third parties. However, this information may prove to be inaccurate because of the method by which each Company obtained some of the data for its estimates or because this information cannot always be verified due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties.

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Today’s speakers

Stephen MurdochChief Executive Officer

Previously COO at Micro Focus

Prior to joining Micro Focus, Stephen held senior executive positions in general management, sales, and

strategy with IBM and Dell

Has 25 years of experience in IT industry spanning hardware, software, and services

Brian McArthur-MuscroftChief Financial Officer

Previously CFO at Paysafe led the business to listing in LSE

Prior to Paysafe Finance Director at Telecity, led the IPO listing

Also Interim CFO on the turnaround of MCI Worldcom EMEA

Named as Business Week’s Finance Director of the Year in 2013 and again in 2017

Rob EbreyHead of Tax and Treasury

13+ years of experience at Micro Focus

Joined Micro Focus in 2006 as Group Financial Controller

Head of Tax & Treasury since 2009

Graduated from Durham University with a Bachelors degree in Economics

Transaction Overview

Micro Focus Overview

Company update

Key Credit Highlights

Financial Performance Overview

Public Q&A

Agenda:

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5

Executive Summary

■ Micro Focus is issuing a new $1,435m 7-year Term Loan B with proceeds used to refinance the existing

$1,415m Term Loan B-2 due November 2021

■ Leverage neutral transaction at 3.2x net leverage

■ The $500m RCF is also being extended to June 2024

■ Pro forma weighted average maturity of 5.0 years (vs 3.5 years currently)

■ The transaction will be available to both new and existing lenders

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Transaction overview

Pro forma capitalization

Sources and uses

Sources $mm Uses $mm

New TLB ($) 1,435 Refinance TLB-2 1,415

Estimated fees, expenses and accrued interest 20

Total sources 1,435 Total uses 1,435

As of Oct-19 Adjustment Pro forma$mm x LTM EBITDA $mm $mm x LTM EBITDA Maturity Margin** / Floor

Cash and cash equivalents (356) (356)Amortization of debt financing costs* (104) (104)RCF ($500mm) - - 2024 L+325bps / 0%

New TLB ($/€) - 1,435 1,435 2027L+375-400bps/0% E+325-350bps/0%

TLB-2 (MA FinanceCo, $) 1,415 (1,415) - 2021 L+225bps / 0%TLB (MA FinanceCo, €) 506 506 2024 E+275bps / 0%TLB-3 (MA FinanceCo, $) 368 368 2024 L+250bps / 0%TLB (Seattle SpinCo, $) 2,486 2,486 2024 L+250bps / 0%Other (finance leases) 24 24Total gross debt 4,799 3.5x 4,819 3.5xTotal net debt 4,339 3.2x 4,359 3.2xLTM Oct-19 PF Adj. EBITDA 1,363 1,363

Extension from Sep-22

*Relates to loan arrangement costs for Term Loans and RCF which are net from gross debt in line with IFRS** Subject to SSNL based margin grid

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Summary Terms

Borrower MA Finance Co.

Currency USD / EUR

Amount $1,435mm

Use of proceeds Refinancing of existing debt

Ranking and security Senior Secured

Corporate ratings (M/S/F) B1 (stable) / BB- (negative) / BB- (stable)

Tenor 7 years

Repayment 1% per annum

Currency USD EUR

Amount TBD (minimum $500mm) TBD (minimum €500mm)

Margin L+375-400bps E+325-350bps

Floor 0.00% 0.00%

OID 99.00 99.50

Call protection Soft call at 101 for 6 months

Maintenance covenants None (same as existing)

Other terms In line with existing Loans

Governing law New York law

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Transaction Timetable

Date Event

19 February 2020 ■ Transaction announcement

20 February 2020 ■ Lender call

21 February 2020 ■ Investor meetings in London

24-25 February 2020■ Investor meetings at JPM HY Conference

in Miami

3 March 2020 ■ Commitments due

4 March 2020 ■ Allocations

M T W T F S S

17 18 19 20 21 22 23

24 25 26 27 28 29

Key datesFebruary 2020

M T W T F S S

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2 3 4 5 6 7 8

March 2020

1. Micro Focus Overview

Global Scale; Global Reach; Global Relevance

Aerospace & Defense

10 of top 10

Pharma

10 of top 10

Investment Services

9 of top 10

Oil & Gas

4 of top 5

Electric Utilities

10 of top 10

Telecom

10 of top 10

Medical Equipment

9 of top 10

Railroads

5 of top 5

* Source Forbes 2000, 2018

Established track record in key industries

122 locations in 48

countries worldwide

One of world’s ten largest pure-play enterprise software companies

■ One of the largest tech companies on the FTSE

■ One of the largest foreign tech companies on the NYSE

$3.3B

Annual Revenue

40K

Global Customers

300+

Product Lines

12K

Employees Worldwide

4,800

Software Engineers

6,500

Partners Worldwide

98

Customers of Fortune 100

40+

Years in Business

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HBR March 2018

Why Do So Many High-Profile Digital Transformations Fail?

“Not hard-wired into business strategy and

key processes…”

“Executives spent too much time on the new and ignore the rest…”

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The reality for customers is a complex hybrid landscape

Internetof

Things(IoT)

That spans mainframe, mobile, on-premise, off-premise or hybrid

z / OSPL / I

COBOL

CICS

IMS

PublicCloud Private

Cloud

CORBA

IaaS

PaaS

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Micro Focus’s innovation is designed to help corporates enable Digital Transformation

Enterprise DevOps

Hybrid IT Management

Security, Risk & Governance

Predictive Analytics

Speed

Security

Insights

AgilityEnabled by…

We allow you to deliver…

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2. Company update

Business performance below expectations & integration of HPE Software proving more challenging and taking longer than anticipated

Strategic & Operational Review announced in August 2019

Comprehensive in scope covering both assessment of full range of strategic options for value creation and critical assessmentof current integration programme and overall execution

Strategic review substantially complete with clear execution plan now in place.

Delivering Innovation for customers 500+ Product releases delivering key innovation such as Robotic Process Automation (RPA), Artificial Intelligence, Behavioural

Analytics, Hybrid Cloud management and Container deployment capabilities

Solid progress has been made on our key integration & operational improvement initiatives

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Chief Executive Officer overview

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Solid progress in execution of our key integration & operational simplification programs coupled with significant portfolio actions within the period

Making it easier to execute and move faster

Increasing agility3

Making it easier for us to do business and for people to do business with us

Simplifyingcore operations 2

Making it easier for us to connect with customers, partners and across the organisation

Connecting teams 1

Systems

Simplifying our Business

Portfolio Actions

IT infrastructure migration 10,000 PCs / 25,000 mail boxes2750 servers / 139 applications

Business SystemsSingle Platform &

Common Processes

ProcessesLegal Entity SimplificationStandardisation of Policies

Structure Finance & HR Transformation

(60 reduced to 5 key locations)

20% reduction in Real Estate Single HR Platform

SUSE Divestiture310 Apps, 17 Workstreams

1600 People, 33 Legal Entities

Interset AcquisitionUser & Entity Behavioural Analytics

capability being leveraged across the portfolio

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• The fundamentals underpinning our model and approach remain valid

• We significantly underestimated the challenges that have emerged in the integration of the HPE Software business

• The key issues in relation to this integration and overall execution are understood in detail, progress has been made on these and there is clear visibility of what remains to be done

• The pace of change within the Enterprise software market has accelerated and we now need to evolve our business model to capture the opportunities

Strategic & Operational Review: Conclusions

The Board has concluded that, at this time, the greatest opportunity for value creation is through the successful

execution of the internal plan built on four key actions targeted to deliver by 2023 a business with:

• Stable revenues

• EBITDA margins in the mid-40s

• Generating more than $700M of sustainable free cash flow

• Built on a platform to enable accretive portfolio actions to be taken

Strategic & Operational Review: High Level Plan

ACCELERATE: a targeted transition to Subscription & SaaS

3EVOLVE: our Business Model to establish stronger positions in growth areas

OBJECTIVE: Drive growth in our Security and Big Data solutions

TRANSFORM GTM Function

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COMPLETE: the Core Systems & Operational Simplification work

1 2 TRANSFORM: our Go-to-Market organisation and approach

OBJECTIVE: Deliver the platform for significantlyimproved execution and foundation for margin expansion

OBJECTIVE: Drive material increase in sales productivityto capture under-exploited opportunity to cross-sell and improve renewal rates

OBJECTIVE: Build Subscription & SaaS revenues to capture relevant growth opportunities & improve mix of recurring revenues

To drive the value creation potential we see in the business we need to:

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3. Key credit highlights

Micro Focus key credit highlights

* Cash flow includes results for SUSE for only 4 months in FY19

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Sustained cash flow generation and disciplined approach to financial policy

A player of scale in the global enterprise software market

Highly diversified and recurring revenue base

■ Top 10 software company globally supporting 40k customers

■ No revenue concentration by geography or end market with c.70% recurring revenues

■ Free Cash Flow $576m in FY19 after incurring exceptional costs*

Strong balance sheet Substantial work in collection of aged receivables now complete.

1

5

2

4

3

Full suite of products across critical IT infrastructure for corporates today

■ Supporting mission critical business processes, with balanced revenue generation across five product groups and over 300 business lines

Disciplined financial policy

Strong liquidity position■ $356m of cash on balance sheet and $500m undrawn revolving credit facility

■ Balanced maturity profile with pro forma weighted average maturity of 5.1 years

Capital allocation■ Micro Focus intends to continue its stated dividend policy post the Transaction of distributions

that are equal to approximately half of adjusted net income

■ Leverage of 3.2x LTM EBITDA as at 31 October 2019

■ $70-80m investment announced for strategic plan will increase leverage in short term and is consistent with historical track record of investing for value

■ On track to achieve medium term leverage target of 2.7x supported by EBITDA growth and strong free cash flow

Conservative leverage policy and commitment to

de-leveraging

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4. Financial Performance Overview

■ Revenue declined 7.3% period-on-period on a CCY basis

for the twelve months to 31 October 2019.

■ Licence revenue decline of 7.2% in FY19 is less than the

FY18 decline of 12.8%.

■ Decline in maintenance revenue was impacted by one

off events including the disposal of Atalla and selling to

the US Government via a strategic partner rather than

direct. Restating for these two items maintenance

revenue decline would have been 4.7% (FY19 actual:

6.2%). See appendix 3 for further detail.

■ SaaS and other recurring and Consulting revenue

accounts for 2.6ppts of the overall decline.

■ Adjusted EBITDA margin increase of 2.0 ppt to 40.7% in

the twelve months ended 31 October 2019.

■ Diluted adjusted Earnings per share from continuing

operations of 195.89 cents - an increase of 4.5%

primarily driven by a lower share count.* Diluted adjusted EPS from continuing operations

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FY19 FY18 Change %Reported CCY

Licence 800.0 862.4 (7.2%)

Maintenance 2,057.6 2,193.7 (6.2%)

SaaS and other recurring 279.7 314.8 (11.1%)

Consulting 217.9 277.7 (21.5%)

Constant currency revenue (before haircut)

3,355.2 3,648.6 (8.0%)

Deferred revenue haircut (6.8) (34.7) (80.4%)

Constant currency revenue 3,348.4 3,613.9 (7.3%)

Total constant currency costs (1,985.9) (2,214.4) (10.3%)

Constant currency adjusted EBITDA 1,362.5 1,399.5 (2.6%)

Constant currency adjusted EBITDA margin % 40.7% 38.7% 2.0 ppt

Per share data presented at Actual rates

Diluted adjusted EPS (cents)* 195.89 187.51 4.5%

Dividend per share (cents) 116.66 100.84 15.7%

Historical financial performance (1 of 2)

FY19 FY18 Change %Reported Reported

Exceptional spend (at actual rates)

System related spend ($m) 126.3 114.4 10.4%

Other integration costs ($m) 168.0 293.5 (42.8%)

Total HPE Software related exceptional spend 294.3 407.9

(27.8%)

Other ($m) * (0.1) 31.8 (100.3%)

Total (reported in operating profit) 294.2 439.7 (33.1%)

Adjusted cash conversion ** 95.3% 105.7% (10.4)ppt

Free cash flow ($m) ** 576.2 755.6 (23.7%)

Net debt ($m) 4,338.5 4,253.5 2.0%

Net debt to Adjusted EBITDA ratio *** 3.2x 2.8x 0.4x

■ HPE Software related actual exceptional charge of

$294.3m. Total HPE software exceptional forecast

spend still on target at $960M assuming delivery of

systems project to current schedule.

■ In the twelve months to 31 October 2019 adjusted cash

conversion of 95.3% and free cash flow of $576.2m.

Long term adjusted cash conversion target range

remains 95-100%.

■ Underlying free cash flow of c. $700-800m due to

tailwind of the end of exceptional costs partially offset

by tax increases.

■ Net debt of $4,338.5m and period end gearing of 3.2x

Adjusted EBITDA. Further gearing analysis presented

later in this section. * Other is net of costs and revenue.** Cash flow includes results for SUSE for entire period in FY18 but for only 4 months in FY19.*** Adjusted EBITDA for FY19 is for continuing operations only, the

comparatives include the discontinued operation.

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Historical financial performance (2 of 2)

■ Based on the conclusions of the Strategic & Operational Review, we expect revenues for the 12 months ending 31 October 2020 to be in the range of minus 6% to minus 8% at constant currency when compared to the 12 months ended 31 October 2019.

■ Within this, we expect total revenues in the first half of FY20 to be broadly consistent with the trajectory achieved in the second half of FY19, with improvement in the second half of FY20 and progressive improvement thereafter.

■ We are investing between $70 - $80m in key areas of our portfolio which could benefit from accelerated revenue growth or a reduction in revenue decline with $45 - $50m in R&D and $25-$30m in Go-to-Market.

■ The investments we are announcing here are not expected to deliver revenue benefit in the current financial year with revenue returns expected to begin in FY21 and will therefore impact our Adjusted EBITDA margins in FY20 and FY21.

■ By the end of FY21, we expect to be showing a demonstrable improvement in our growth prospects and revenue quality, which in turn should flow through into higher returns thereafter. This should also coincide with the delivery of the systems platform enabling cost and operational efficiencies to further contribute to margin expansion, in line with our longer term objectives.

■ Mid term leverage target remains 2.7x but investment will result in leverage increasing in the short term.

■ We expect to reduce net debt in cash terms through FY20 with our strong underlying cash flows from operations continuing to comfortably fund our remaining integration related exceptional costs and the additional investments.

Financial outlook

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$1,402.5m

■ We continued to be a highly cash generative business in

FY19.

■ Improvement in collection of overdue trade

receivables, which de-risked the balance sheet, offset

by timing differences of exceptional cash costs and

deferred revenue.

■ Increase in tax payments of $88.4m in FY19 as we

continue to utilise tax attributes acquired with HPE

Software.

■ Low capex since all R&D expensed through EBIDTA.

■ Underlying interest cover is c. 4.5-5.0x before dividend

and after capex.*Cash flow and Adjusted EBITDA includes results for SUSE for entire period in FY18 but for only 4 months in FY19.

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FY19 FY18

Cash generated from operations before working capital 1,177.5 1,191.2

Movement in working capital (121.2) (39.6)

Cash generated from operations 1,056.3 1,151.6

Interest payments (227.1) (219.5)

Bank loan costs 0.0 (10.8)

Tax payments (167.4) (79.0)

Purchase of intangible assets (29.3) (56.5)

Purchase of property, plant and equipment (56.3) (30.2)

Free cash flow 576.2 755.6

Adjusted cash conversion % * 95.3% 105.7%

Cash flow summary

■ Cash on balance sheet was $355.7m as at 31 October 2019.

■ $500m RCF remains undrawn and is not due until 2022 (being extended to 2024).

■ Repayment totalling $200m in the period following SUSE disposal.

■ No term loan amortisation payments until late FY21*.

■ Leverage of 3.2x at October 2019 after share repurchases totalling $2.3bn.

■ Actions resulting from Strategic and Operational Review will mean leverage increasing in the short term before decreasing towards our medium-term target of 2.7x.

■ Absolute net debt is forecast to reduce in all future reporting periods.

*FY21 as the $200m was treated as a prepayment of amortisation and first term loan not due for repayment until FY22.

4,410

4,200 4,254

3,807

4,339

3.1x

2.9x

2.8x2.7x

3.2x

2.0x

2.2x

2.4x

2.6x

2.8x

3.0x

3.2x

3.4x

3.6x

3.8x

4.0x

2,000

2,500

3,000

3,500

4,000

4,500

5,000

October 2017 April 2018 October 2018 April 2019 October 2019

Leverage profile

Net debt AEBITDA ratio

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Capital discipline and balance sheet strength

Public Q&A

Appendix

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We are investing $70-$80m in key areas of our portfolio in which we see specific opportunity for revenue growth or accelerated moderation of revenue decline

The investments we are making: Split across:

Security portfolio■ Acceleration of SaaS roadmap in Identity Access Management ■ Additional language capability within Fortify■ Specialist sales & product marketing resources

Research and development $45-50m

Vertica (Big Data)■ Acceleration of SaaS & Subscription roadmaps■ Investments in core R&D to accelerate product roadmap delivery■ Dedicated Customer Success team

Go-to-Marketc. $25- 30m

Increased investment to expand our Enterprise DevOps capabilities & accelerated delivery of improvements in targeted areas within our I.T Operations Management portfolio

c. $70 - $80m

Total Investment

Improvements to the Security business and in sales force efficiency can each drive 3-4% revenue growth –underpinning Micro Focus’ path to a flat topline performance

Assessment of key challenges and progress to date The key issues that have emerged relating to overall execution and the complexities of the integration of the HPE Software acquisition are understood in detail, progress has been made and there is clear visibility of what remains to be done.

ISSUE PROGRESS

Operational Systems and Business processes

■ To enable this “carve out” of their software division HPE designed and built new IT systems, new business processes and a standalone organisation.

■ In reality the systems were not fit for purpose.

■ A fully standalone IT hardware infrastructure was delivered on time and budget. ■ Organisational consolidation in each of the Finance and HR functions has advanced

and will consolidate operations from more than 60 locations into 5 global ■ Legal entity rationalisation progressing well with aim of reducing Group structure

materially.

Go-to-market organisation

■ A mix of regional and product orientated go-to-market models.

■ Inconsistent approaches to customer engagement and the associated deployment of resources.

■ Further impacted by system issues.

■ Stabilisation of staff attrition. ■ On-boarding new people has been improved ■ Investments made in better enablement and training.

Product Portfolio MixRe-alignment

■ The operating model for product development drove “siloed” approaches

■ Product roadmaps did not fully exploit the advantages of significant customer installed bases and strong market positions

■ The operating model has been re-structured to drive collaboration and the leverage of innovation.

■ Core product roadmaps have been re-shaped in every portfolio with the major remedial, corrective actions in product design now complete.

Revenue Composition & Alignment to Strategy

■ Professional services revenue has needed to be realigned to support the Micro Focus product strategy.

■ Professional services revenue has been broadly stable for the last 3 quarters and is on track to be stable on a year-over-year basis by the end of FY20.

■ The remedial product roadmap work for the impacted SaaS offerings is complete and the remaining activities will be completed within the next 6 months.

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Products or enabling technology (e.g. Artificial Intelligence/Machine Learning) with consistent growth

performance and market opportunity to build the future

revenue foundations of the Group

Products that have maintained broadly flat revenue performance

but represent the current foundations of the Group and must

be protected and extended.

Products with declining revenue performance driven by the market or execution. Investments directed

to correct trajectory to move back to the core category or focused to

optimise long-term returns.

Products (e.g. Robotic Process Automation) or consumption models

(e.g. cloud) that open new opportunities could become growth drivers or represent emerging use cases that we need to be able to

embrace.FOUR

BOX

MODEL

“Fund of funds” approach

to product portfolio

Investment and focus driven by four box

model

High levels ofprofitability, strong cash flow, Growth where achievable

Delivered through efficient and

focused investment across portfolio

The Micro Focus business model

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Long term AEBITDA Growth

Efficient use of capital

Creation of shareholder

value through corporate

development

Our business model continues to be relevant and is the foundation of our strategy to achieve value creation

New Models Growth Drivers

CoreOptimize

Highly Diversified Global Revenue Streams with recurring revenue base

52%

37%

11%

InternationalUS$1,233

15%

22%

30%

20%

13%North America

US$1,743

APAC & JapanUS$379

24%

61%

7%

8%

70% recurring revenues

Total revenue: $3.4bn

AMCUS$508

ADMUS$722

ITOMUS$1,022

SecurityUS$681

IM&GUS$422

LicenceUS$800

MaintenanceUS$2,058

ConsultancyUS$218

SubscriptionUS$280

Source: Company filings, Gartner, industry researchNote: Recurring revenue consists of Maintenance and Subscriptions (Micro Focus) or Support and SaaS (HPE Software)1 Micro Focus FY19 results – revenue before haircut

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Geography FY2019 US$mm1 Business FY2019 US$mm1 Recurring revenue FY2019 US$mm1

2&3

Micro Focusproduct portfolio

IT Operations Management Application Delivery

Management Security

Application Modernization & Connectivity

Information Management & Governance

Gartner categorization ITOM DevOps Security Mainframe Other

Revenue ($) / (%) Total: $3,3551 $1,022m / 30% $722m / 22% $681m / 20% $509m / 15% $422m / 13%

Revenue Split

Growth (%)1,2 (10.1%) (5.6%) (9.3%) (2.2%) (11.4%)

Overview

■ IT Operations Management product group provides the software required to automate routine IT tasks, helping enterprises reduce costs and improve the reliability of applications running in a traditional, cloud or hybrid environment

■ Enables programmers to develop applications across multiple platforms

■ Enables the use of centralized applications to end-users across different environments

■ Provides comprehensive solutions that span security and risk management

■ Facilitate secure access by using identity information

■ Increased compliance / regulation, expansion and diversity of cyber threats and resultant financial impact

■ COBOL Development products enable programmers to develop applications written in COBOL across multiple platforms

■ Mainframe solutions products let customers maximize value out of their mainframe

■ Brings people, projects and processes together in a secure environment

■ Core products include email, calendaring, contact management, solutions for file & print / storage of enterprise files

Select products

■ PlateSpin■ SiteScope■ Data Protector■ VM Explorer■ Serena Business Manager■ Silk■ OpsBridge

■ Serena Distributed (excluding Serena Business Manager)

■ AppPulse■ Mercury■ VM Explorer

■ Net IQ■ ZENworks■ Sentinel■ ArcSight■ Voltage■ Fortify

■ COBOL■ Rumba■ CORBA■ Reflection■ Serena Mainframe

■ IDOL ■ Vertica■ OES■ GroupWise

SubscriptionLicence Maintenance Consulting

Micro Focus offers a full suite of products across critical IT infrastructure for corporates today

Micro Focus provides a fast, low-risk path to digital transformationSource: Company filings, Gartner, industry research1 Micro Focus FY19 results – revenue before haircut; 2 Constant currency change to FY18

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23%

63%

1%

12%

18%

67%

12%

3%

27%

61%

5%

6%

34%

64%

2%

18%

44%

35%

4%

Recurring

Cash generated from operations 1,056 1,152

Adjusted EBITDA 1,403 1,530

Less: exceptional items (reported in Operating Profit) (294) (440)

Adjusted EBITDA less exceptional items 1,108 1,090

Adjusted cash conversion %1 95.3% 105.7%

Sustained cash flow generation of over US$500m (after exceptional costs)(US$m) FY19A FY18A

Cash generated from operations before working capital 1,178 1,191

Movement in working capital (121) (40)

Cash generated from operations 1,056 1,152

Interest paid (227) (220)

Bank fees paid 0 (11)

Tax paid (167) (79)

Capex and intangibles (86) (87)

Free cash flow (after exceptional costs) 576 756

Source: Company filings1 Cash flow and Adjusted EBITDA includes results for SUSE for entire period in FY18 but for only four months in FY19

35

FY18: Adjusted for SUSE impact ($76m)

and lower tax payments in year

($79m vs $167m in FY19) FCF is

relatively flat across both years

* The prior year comparatives have been restated to reflect the reorganisation of the LATAM operations from North America (previously named the “Americas”) to International (previously named “EMEA”). This restatement ensures consistent revenue trend reporting.36

$m Licence Maintenance

SaaS and

other

recurring

Consulting Total Licence Maintenance

SaaS and

other

recurring

Consulting Total

AMC 170.9 326.1 - 11.7 508.7 (5.1%) (0.6%) 0.0% (1.4%) (2.2%)ADM 130.3 485.4 87.8 18.2 721.7 (4.2%) (3.3%) (8.1%) (41.9%) (5.6%)ITOM 237.5 645.8 11.0 127.5 1,021.8 (3.9%) (11.1%) (22.0%) (14.6%) (10.1%)Security 185.7 416.7 35.0 43.9 681.3 (13.1%) (5.4%) (0.8%) (29.0%) (9.3%)IM&G 75.6 183.6 145.9 16.6 421.7 (11.7%) (6.8%) (14.1%) (29.2%) (11.4%)Revenue before haircut 800.0 2,057.6 279.7 217.9 3,355.2 (7.2%) (6.2%) (11.1%) (21.5%) (8.0%)

Haircut 0.0 (6.0) (0.8) 0.0 (6.8) n/a (78.6%) (84.6%) (100.0%) (80.4%)Revenue 800.0 2,051.6 278.9 217.9 3,348.4 (7.2%) (5.3%) (9.9%) (21.1%) (7.3%)

North America 385.8 1,074.0 206.1 77.2 1,743.1 0.6% (9.4%) (11.7%) (32.1%) (9.0%)International 295.0 766.0 59.9 112.3 1,233.2 (18.4%) (3.2%) (7.3%) (12.6%) (8.4%)Asia Pac & Japan 119.2 217.6 13.8 28.4 378.9 1.3% 0.2% (18.3%) (20.2%) (2.1%)Revenue before haircut 800.0 2,057.6 279.7 217.9 3,355.2 (7.2%) (6.2%) (11.1%) (21.5%) (8.0%)Haircut 0.0 (6.0) (0.8) 0.0 (6.8) n/a (78.6%) (84.6%) (100.0%) (80.4%)

Revenue 800.0 2,051.6 278.9 217.9 3,348.4 (7.2%) (5.3%) (9.9%) (21.1%) (7.3%)

FY19 CCY % change to FY18 (restated*)

Revenue by product portfolio and region

37

FY19

Reported maintenance revenue 2,057.6

CCY change % (6.2%)

Adjustments:

Atalla 0.6%

US Government 0.9%

1.5%

Adjusted maintenance revenue decline (4.7%)

Underlying maintenance decline calculation (CCY)

The weighting of revenue and costs across key currencies are shown below

Average exchange rate movements for the above currencies in the 12 months to October 19 vs the 12 months to October 18 show the following:

1.101.151.201.251.301.351.401.45

No

v-17

Jan

-18

Mar

-18

May

-18

Jul-

18

Sep

-18

No

v-18

Jan

-19

Mar

-19

May

-19

Jul-

19

Sep

-19

GBP to USD

Pound Sterling 12m average

1.00

1.10

1.20

1.30

No

v-17

Jan

-18

Mar

-18

May

-18

Jul-

18

Sep

-18

No

v-18

Jan

-19

Mar

-19

May

-19

Jul-

19

Sep

-19

EUR to USD

Euro 12m average

0.680.700.720.740.760.780.800.820.84

No

v-17

Jan

-18

Mar

-18

May

-18

Jul-

18

Sep

-18

No

v-18

Jan

-19

Mar

-19

May

-19

Jul-

19

Sep

-19

CAD to USD

Canadian Dollar 12m average

EUR:USD. USD is stronger by 5.4%

GBP:USD. USD is stronger by 5.3%

CAD:USD. USD is stronger by 3.2%

12 Months to 31 October 2019 12 Months to 31 October 2018

Revenue Cost Revenue Cost

USD 60.9% 48.8% 60.0% 46.7%

EUR 19.0% 13.5% 19.6% 14.6%

GBP 5.2% 10.4% 5.2% 11.5%

CAD 3.0% 1.8% 3.2% 1.8%

Currency impact

38