PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED MARCH 17, 2000
$1,000,000,000
[HEWLETT-PACKARD LOGO]
5.75% Global Notes due December 15, 2006
-----------
Hewlett-Packard Company will pay interest on the 5.75% Global Notes on each
June 15 and December 15. The first interest payment will be made on June 15,
2002.
We may redeem some or all of the 5.75% Global Notes at any time at the
redemption prices described beginning on page S-10. We may also redeem the 5.75%
Global Notes prior to maturity upon the occurrence of certain events involving
United States taxation. There is no sinking fund for the 5.75% Global Notes.
Application has been made to list the 5.75% Global Notes on the Luxembourg
Stock Exchange.
SEE "RISK FACTORS" BEGINNING ON PAGE S-5 OF THIS PROSPECTUS SUPPLEMENT FOR A
DISCUSSION OF CERTAIN RISKS THAT YOU SHOULD CONSIDER IN CONNECTION WITH AN
INVESTMENT IN THE 5.75% GLOBAL NOTES.
PROCEEDS TO
PRICE TO UNDERWRITING HEWLETT-PACKARD
PUBLIC (1) DISCOUNT COMPANY
-------------- ------------ ---------------
Per 5.75% Global Note........................ 99.465% 0.350% 99.115%
Total........................................ $994,650,000 $3,500,000 $991,150,000
(1) Plus accrued interest, if any, from December 6, 2001.
Delivery of the 5.75% Global Notes in book-entry form only will be made
through The Depository Trust Company on or about December 6, 2001. The 5.75%
Global Notes have been approved for clearance through the Clearstream Luxembourg
and Euroclear systems.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus supplement or the prospectus to which it relates is truthful and
complete. Any representation to the contrary is a criminal offense.
JOINT BOOK RUNNERS AND MANAGERS
CREDIT SUISSE FIRST BOSTON SALOMON SMITH BARNEY
------------------
BANC OF AMERICA SECURITIES LLC HSBC
The date of this prospectus supplement is December 3, 2001.
--------------
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
PAGE
--------
DOCUMENTS INCORPORATED BY REFERENCE... S-3
ABOUT HEWLETT-PACKARD COMPANY......... S-4
RECENT DEVELOPMENTS................... S-4
RISK FACTORS.......................... S-5
USE OF PROCEEDS....................... S-6
CAPITALIZATION........................ S-7
SELECTED CONSOLIDATED FINANCIAL
DATA................................ S-8
PAGE
--------
DESCRIPTION OF THE 5.75% GLOBAL
NOTES............................... S-10
UNITED STATES FEDERAL TAXATION........ S-18
UNDERWRITING.......................... S-23
NOTICE TO CANADIAN RESIDENTS.......... S-24
VALIDITY OF THE 5.75% GLOBAL NOTES.... S-25
EXPERTS............................... S-25
GENERAL INFORMATION................... S-26
PRINCIPAL SUBSIDIARIES................ S-27
PROSPECTUS
PAGE
--------
SUMMARY............................... 1
WHERE YOU CAN FIND MORE INFORMATION... 3
RISK FACTORS.......................... 4
RATIO OF EARNINGS TO FIXED CHARGES.... 4
USE OF PROCEEDS....................... 4
DESCRIPTION OF THE DEBT SECURITIES.... 5
DESCRIPTION OF COMMON STOCK........... 14
PAGE
--------
DESCRIPTION OF PREFERRED STOCK........ 15
DESCRIPTION OF THE DEPOSITORY
SHARES.............................. 16
DESCRIPTION OF THE WARRANTS........... 18
PLAN OF DISTRIBUTION.................. 21
LEGAL MATTERS......................... 22
EXPERTS............................... 22
--------------
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR TO
WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION THAT IS DIFFERENT. THIS DOCUMENT MAY ONLY BE USED WHERE IT IS LEGAL
TO SELL THESE SECURITIES. THE INFORMATION IN THIS DOCUMENT MAY ONLY BE ACCURATE
ON THE DATE OF THIS DOCUMENT.
THE LUXEMBOURG STOCK EXCHANGE TAKES NO RESPONSIBILITY FOR THE CONTENTS OF
THIS DOCUMENT, MAKES NO REPRESENTATION AS TO ITS ACCURACY OR COMPLETENESS AND
EXPRESSLY DISCLAIMS ANY LIABILITY WHATSOEVER FOR ANY LOSS ARISING FROM OR IN
RELIANCE UPON THE WHOLE OR ANY PART OF THE CONTENTS OF THIS DOCUMENT.
--------------
This prospectus supplement and the accompanying prospectus include specific
information given in compliance with the rules governing the listing of
securities on the Luxembourg Stock Exchange for the purpose of giving
information about us. We accept full responsibility for the accuracy of the
statements of material fact contained or incorporated by reference in this
prospectus supplement and the accompanying prospectus and confirm, having made
reasonable inquiries, that to the best of our knowledge and belief there are no
other facts the omission of which would make any statement contained or
incorporated by reference herein misleading, in light of the circumstances in
which it was made, in any material respect.
S-2
In this prospectus supplement and accompanying prospectus, unless otherwise
specified or the context otherwise requires, references to "dollars," "$" and
"U.S.$" are to United States dollars and references to "Hewlett-Packard," "we,"
"us," or "our" refer to Hewlett-Packard Company, and not to any of our
subsidiaries unless otherwise indicated.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents previously filed by Hewlett-Packard (File No.
1-4423) with the U.S. Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended, are incorporated herein by reference:
(a) Our Annual Report on Form 10-K for the fiscal year ended October 31,
2000;
(b) Our Quarterly Reports on Form 10-Q for the quarterly periods ended
January 31, 2001, April 30, 2001 and July 31, 2001;
(c) Our Current Reports on Form 8-K dated November 29, 2001, November 15,
2001, November 14, 2001, November 5, 2001, September 17, 2001, September
6, 2001, August 31, 2001, August 16, 2001, July 26, 2001, July 5, 2001,
June 6, 2001, June 4, 2001, May 24, 2001, May 16, 2001, April 18, 2001,
February 15, 2001, February 2, 2001, January 11, 2001, December 6, 2000
and November 13, 2000; and
(d) The description of our common stock contained in our registration
statement on Form 8-A filed with the Securities and Exchange Commission
on or about November 6, 1957, and any amendment or report filed for the
purpose of updating this description.
We will provide without charge to any person, on the written or oral request
of such person, a copy of any or all of the documents referred to above that
have been or may be incorporated by reference in this prospectus and prospectus
supplement other than exhibits to such documents, unless such exhibits are also
specifically incorporated by reference herein. The documents incorporated by
reference are obtainable free of charge at the office of the Luxembourg listing
agent. See "General Information" for additional information regarding
incorporation by reference.
S-3
ABOUT HEWLETT-PACKARD COMPANY
We are a leading global provider of computing and imaging solutions and
services for business and home, and are focused on capitalizing on the
opportunities of the Internet and the emergence of next-generation appliances,
e-services and infrastructure.
We currently organize our operations into three major businesses:
- Imaging and Printing Systems provides laser and inkjet printers (both
monochrome and color), mopiers, scanners, all-in-one devices, personal
color copiers and faxes, digital senders, wide- and large-format printers,
print servers, network-management software, networking solutions, digital
photography products, imaging and printing supplies, imaging and software
solutions, and related professional and consulting services.
- Computing Systems provides a broad range of computing systems for the
enterprise, commercial and consumer markets. The products and solutions
range from mission-critical systems and software to personal computers for
business and home. Major product lines include UNIX-Registered Trademark-
and PC servers, desktop and mobile personal computers, workstations,
software solutions and storage solutions.
- Information Technology Services provides consulting, education, design and
installation services, ongoing support and maintenance, proactive services
such as mission-critical support, outsourcing and utility-computing
capabilities. Financing capabilities include leasing, automatic
technology-refreshment services, solution financing and venture financing.
We were incorporated in 1947 under the laws of the State of California as
the successor to a partnership founded in 1939 by William R. Hewlett and David
Packard. Effective in May 1998, we changed our state of incorporation from
California to Delaware. Our principal executive offices are located at 3000
Hanover Street, Palo Alto, California 94304. Our telephone number at that
address is (650) 857-1501.
RECENT DEVELOPMENTS
MERGER WITH COMPAQ COMPUTER CORPORATION
On September 4, 2001, we entered into a merger agreement with Compaq
Computer Corporation under which we agreed to enter into a business combination
transaction. Under the terms of the merger agreement, a wholly-owned subsidiary
of Hewlett-Packard will merge with and into Compaq and Compaq will survive the
merger as a wholly-owned subsidiary of Hewlett-Packard. We refer to this
transaction as the Compaq merger. Completion of the Compaq merger is subject to
customary closing conditions that include, among others, receipt of required
approvals from our shareowners and from Compaq shareowners, respectively, and
receipt of required antitrust approvals. Upon completion of the Compaq merger,
holders of Compaq common stock will be entitled to receive 0.6325 of a share of
Hewlett-Packard common stock for each share of Compaq common stock they then
hold. In addition, upon completion of the Compaq merger we will assume
outstanding stock appreciation rights and options to purchase shares of Compaq
common stock, each as adjusted in accordance with the exchange ratio referred to
in the preceding sentence. If any of the conditions to the Compaq merger is not
satisfied or, if waiver is permissible, not waived, the Compaq merger will not
be completed. In addition, under certain circumstances specified in the merger
agreement, we or Compaq may terminate the merger agreement. As a result, we
cannot assure you that we will complete the Compaq merger.
S-4
FOURTH QUARTER ENDED OCTOBER 31, 2001
On November 14, 2001, we announced our financial results for the fourth
quarter and fiscal year ended October 31, 2001. Revenue for the fourth quarter
of fiscal 2001 was $10.9 billion, a decrease of 18% from $13.3 billion in the
same quarter last year.
Net revenue for each of our business segments was as follows:
- Net revenue from the Imaging and Printing Systems segment decreased from
$5.49 billion in the fourth quarter of fiscal 2000 to $4.99 billion in the
fourth quarter of fiscal 2001, a decrease of 9%.
- Net revenue from the Computing Systems segment decreased from $5.75
billion in the fourth quarter of fiscal 2000 to $3.96 billion in the
fourth quarter of fiscal 2001, a decrease of 31%.
- Net revenue from the Information Technology Services segment grew from
$1.89 billion in the fourth quarter of fiscal 2000 to $1.91 billion in the
fourth quarter of fiscal 2001, an increase of 2%.
Reported earnings per share in the fourth quarter of 2001, including an
extraordinary item, was $0.05 on a fully diluted basis, on approximately 2
billion shares of common stock and common-stock equivalents outstanding. In the
fourth quarter of fiscal 2000, reported earnings per share was $0.45 on a
fully-diluted basis.
RISK FACTORS
IN CONSULTATION WITH YOUR OWN FINANCIAL AND LEGAL ADVISORS, AND IN ADDITION
TO THE OTHER INFORMATION CONTAINED IN, OR INCORPORATED BY REFERENCE INTO, THIS
PROSPECTUS SUPPLEMENT, YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING DISCUSSION OF
RISKS BEFORE DECIDING WHETHER AN INVESTMENT IN THE 5.75% GLOBAL NOTES IS
SUITABLE FOR YOU. IN ADDITION, YOU SHOULD CAREFULLY CONSIDER THE DISCUSSION OF
THOSE RISKS SET FORTH IN OUR CURRENT REPORTS ON FORM 8-K DATED NOVEMBER 15, 2001
AND IN THE OTHER DOCUMENTS THAT ARE INCORPORATED BY REFERENCE INTO THIS
PROSPECTUS SUPPLEMENT.
CHANGES IN OUR CREDIT RATINGS MAY ADVERSELY AFFECT YOUR INVESTMENT IN THE 5.75%
GLOBAL NOTES
Our long-term debt, including the 5.75% Global Notes, is currently rated
"A2" (with negative outlook) by Moody's Investor Service and "AA-" (CreditWatch
negative) by Standard & Poor's. Actual or anticipated changes or downgrades in
our credit ratings, including any announcement that our ratings are under
further review for a downgrade, could increase our corporate borrowing costs and
affect the market value of your 5.75% Global Notes.
THERE MAY BE AN UNCERTAIN TRADING MARKET FOR YOUR 5.75% GLOBAL NOTES
We cannot assure you that a trading market for your 5.75% Global Notes will
ever develop or be maintained. Many factors independent of our creditworthiness
affect the trading market. These factors include:
- time remaining to the maturity of the 5.75% Global Notes;
- outstanding amount of the 5.75% Global Notes;
- redemption of the 5.75% Global Notes; and
- level, direction and volatility of market interest rates generally.
S-5
REDEMPTION MAY ADVERSELY AFFECT YOUR RETURN ON THE 5.75% GLOBAL NOTES
We have the right to redeem some or all of the 5.75% Global Notes prior to
maturity. We may redeem the 5.75% Global Notes at times when prevailing interest
rates may be relatively low. Accordingly, you may not be able to reinvest the
redemption in a comparable security at an effective interest rate as high as
that of the 5.75% Global Notes.
USE OF PROCEEDS
The net proceeds from the sale of the 5.75% Global Notes are estimated to be
approximately $990,850,000, after deducting the underwriting discounts and
commissions and the estimated offering expenses payable by us.
The net proceeds from the sale of the 5.75% Global Notes will be used for
general corporate purposes, which may include repayment of indebtedness,
acquisitions of products, technology and businesses, capital expenditures and
meeting working capital needs. Pending such uses, we will invest the net
proceeds in interest-bearing securities.
S-6
CAPITALIZATION
The following table sets forth our long-term debt and capitalization as of
July 31, 2001 and as adjusted to give effect to the sale by us of $1,000,000,000
aggregate principal amount of 5.75% Global Notes offered hereby. This table
should be read in conjunction with our historical unaudited interim consolidated
financial statements, including the notes thereto and "Management's Discussion
and Analysis of Financial Condition and Results of Operations," which are
contained in our Quarterly Report on form 10-Q for the quarterly period ended
July 31, 2001 and incorporated by reference herein.
JULY 31, 2001
------------------------
HISTORICAL AS ADJUSTED
---------- -----------
(DOLLARS IN MILLIONS)
Long-term debt:
7.15% Global Notes due June 15, 2005...................... $ 1,609 $ 1,609
5.75% Global Notes due December 15, 2006.................. -- 1,000
Other long-term debt(1)................................... 1,902 1,902
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Total long-term debt.................................... $ 3,511 $ 4,511
======= =======
Stockholders' equity:
Preferred Stock, $0.01 par value; 300,000,000 shares
authorized; no shares issued and outstanding............ -- --
Common Stock, $0.01 par value; 9,600,000,000 shares
authorized; 1,939,000,000 shares issued and
outstanding............................................. 19 19
Additional paid-in capital................................ 18 18
Retained earnings......................................... 13,792 13,792
Accumulated other comprehensive income.................... 40 40
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Total stockholders' equity.............................. $13,869 $13,869
======= =======
Total capitalization.................................. $17,380 $18,380
======= =======
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(1) Includes approximately $541 million of our zero-coupon subordinated
convertible notes due 2017, convertible at a rate of 15.09 shares of common
stock for each $1,000 face value.
S-7
SELECTED CONSOLIDATED FINANCIAL DATA
The table below presents a summary of selected consolidated financial data
as of the dates and for the periods indicated. The historical consolidated
statements of earnings data presented below for the fiscal years ended
October 31, 2000, 1999 and 1998 and the historical consolidated balance sheets
data as of October 31, 2000 and 1999 have been derived from our historical
consolidated financial statements, which are incorporated by reference into this
prospectus supplement. The historical consolidated balance sheet data as of
October 31, 1998 has been derived from our historical consolidated financial
statements, which are not incorporated by reference into this prospectus
supplement. The selected historical consolidated financial data as of and for
the nine months ended July 31, 2001 and 2000 has been derived from our unaudited
historical consolidated condensed financial statements which are incorporated by
reference into this prospectus supplement and include, in the opinion of our
management, all adjustments, consisting of only normal recurring adjustments,
which we consider necessary for a fair presentation of the results of operations
for those periods and financial position at those dates.
It is important that you read the following summary selected historical
consolidated financial data together with the consolidated financial statements
and accompanying notes contained in our Annual Report on Form 10-K for the
fiscal year ended October 31, 2000 and our Quarterly Report on Form 10-Q for the
fiscal quarter ended July 31, 2001, each as filed with the Securities and
Exchange Commission, as well as the sections of our Annual Report on Form 10-K
and Quarterly Report on Form 10-Q entitled "Management's Discussion and Analysis
of Financial Condition and Results of Operations," all of which are incorporated
by reference into this prospectus supplement. See "Documents Incorporated by
Reference," above, and see also "Where You Can Find More Information" in the
accompanying prospectus.
Our consolidated financial statements for the fiscal year ended October 31,
2001 to be included in our 2001 Annual Report on Form 10-K, when filed, will
include a cumulative effect of an accounting change as a result of adoption of
Securities and Exchange Commission Staff Accounting Bulletin No. 101, "Revenue
Recognition in Financial Statements," as amended, as well as certain minor
reclassifications. Our Current Report on Form 8-K, dated November 14, 2001 and
incorporated by reference herein, included a copy of our press release with
respect to certain financial information for the fiscal year ended October 31,
2001 and also included certain quarterly financial information for the first
three quarters of fiscal 2001 which has been restated for the effects of this
accounting change and these reclassifications. The effect of this accounting
change on the nine months ended July 31, 2001 and the effect of these
reclassifications for all prior periods have not been reflected in our
historical financial information included herein.
S-8
SELECTED CONSOLIDATED FINANCIAL DATA(1)
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
AS OF OR FOR THE
NINE MONTHS ENDED AS OF OR FOR THE
JULY 31, YEAR ENDED OCTOBER 31,
------------------- ------------------------------
2001 2000 2000 1999 1998
-------- -------- -------- -------- --------
HISTORICAL CONSOLIDATED STATEMENTS OF EARNINGS
DATA:
Net revenue:................................. $33,702 $35,519 $48,782 $42,370 $39,419
Earnings from operations(2).................. 1,106 2,934 3,889 3,688 3,399
Net earnings from continuing operations
before extraordinary item(3)............... 463 2,639 3,561 3,104 2,678
Net earnings per share from continuing
operations before extraordinary item(3)(4)
Basic...................................... $ 0.24 $ 1.33 $ 1.80 $ 1.54 $ 1.29
Diluted.................................... $ 0.24 $ 1.28 $ 1.73 $ 1.49 $ 1.26
Cash dividends declared per share(4)......... $ 0.32 $ 0.32 $ 0.32 $ 0.32 $ 0.30
HISTORICAL CONSOLIDATED BALANCE SHEETS DATA:
Assets--continuing operations................ $32,374 $32,457 $34,009 $31,764 $28,624
Total assets(5).............................. 32,374 32,457 34,009 35,297 31,708
Long-term debt............................... 3,511 3,390 3,402 1,764 2,063
------------------------
(1) Hewlett-Packard's consolidated financial statements present the businesses
of Agilent Technologies, Inc. as a discontinued operation through the
spin-off date of June 2, 2000.
(2) Earnings from operations represent earnings before net interest income and
other, interest expense, litigation settlement, impairment losses on
investments, losses (gains) on divestitures, provision for taxes, net
earnings from discontinued operations and extraordinary item.
(3) Includes a $400 million charge for litigation settlement, $365 million of
impairment losses on investments, a $131 million loss on a divestiture, and
$102 million charge for restructuring, all for the nine months ended
July 31, 2001.
(4) All per share amounts reflect the retroactive effects of all stock splits,
including the two-for-one stock split in the form of a stock dividend
effective October 27, 2000.
(5) Total assets includes assets from continuing operations and the net assets
of discontinued operations through the spin-off of Agilent Technologies on
June 2, 2000.
S-9
DESCRIPTION OF THE 5.75% GLOBAL NOTES
The 5.75% Global Notes will be issued under an indenture, dated as of June
1, 2000 between Hewlett-Packard and JP Morgan Trust Company, National
Association, formerly known as Chase Manhattan Bank and Trust Company, National
Association, as trustee, which indenture is more fully described in the
accompanying prospectus. The 5.75% Global Notes are initially being offered in
the aggregate principal amount of $1,000,000,000. The following summary of
certain provisions of the 5.75% Global Notes and of the indenture does not
purport to be complete and is qualified in its entirety by reference to the
indenture. A copy of the indenture has been filed as an exhibit to the
registration statement of which this prospectus supplement and the accompanying
prospectus are a part. Capitalized terms used but not defined in this prospectus
supplement or in the accompanying prospectus have the meanings given to them in
the indenture. The term "Securities," as used in this section, refers to all
securities issuable from time to time under the indenture.
GENERAL
All Securities, including the 5.75% Global Notes, to be issued under the
indenture will be our senior unsecured obligations and will rank on the same
basis with all of our other senior unsecured indebtedness from time to time
outstanding. The indenture does not limit the aggregate principal amount of
Securities which may be issued under the indenture. We may, without the consent
of the holders, increase the aggregate principal amount of 5.75% Global Notes in
the future, on the same terms and conditions and with the same CUSIP numbers as
the 5.75% Global Notes being offered hereby. Securities may be issued thereunder
from time to time as a single series or in two or more separate series up to the
aggregate principal amount from time to time authorized by us for each series.
The 5.75% Global Notes will mature at par on December 15, 2006. Interest on
the 5.75% Global Notes will be paid on the basis of a 360-day year comprised of
twelve 30-day months, at the rate of 5.75% per year. Interest on the 5.75%
Global Notes will be payable semiannually in arrears on June 15 and December 15
of each year, beginning on June 15, 2002, with the first such semiannual period
beginning on and including December 6, 2001 and ending on and including June 14,
2002. Interest will be paid to holders of record of the 5.75% Global Notes on
the fifteenth day (whether or not a business day) immediately preceding the
related interest payment date. Payments of principal, premium, if any, and
interest on the 5.75% Global Notes will be made by us through the trustee to the
depositary. See "Description of the Debt Securities--Global Securities" in the
accompanying prospectus. Payments of principal, premium, if any, or interest on
the 5.75% Global Notes that are not made when due will accrue interest at the
annual rate of 5.75% from the required payment date. The covenant provisions of
the indenture described under the caption "Description of the Debt
Securities--Senior Debt Securities--Covenants in the Senior Indenture" in the
accompanying prospectus will apply to the 5.75% Global Notes.
We may redeem some or all of the 5.75% Global Notes at any time at the
redemption prices described below under "--Optional Redemption." In addition, we
may redeem the 5.75% Global Notes upon the occurrence of certain events
involving United States taxation. See "--Redemption for Tax Purposes."
OPTIONAL REDEMPTION
We will have the right to redeem the 5.75% Global Notes, in whole or in part
at any time, on at least 30 days but no more than 60 days prior written notice
mailed to the registered holders of the 5.75% Global Notes to be redeemed. The
redemption price will be equal to the greater of (1) 100% of the principal
amount of the 5.75% Global Notes to be redeemed or (2) the sum, as determined by
the Quotation Agent (as defined below), of the present value of the principal
amount of the 5.75% Global Notes to be redeemed and the remaining scheduled
payments of interest thereon from the redemption
S-10
date to the maturity date (the "Remaining Life") discounted from the scheduled
payment dates to the redemption date on a semiannual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Treasury Rate (as defined below)
plus 25 basis points, plus accrued and unpaid interest on the principal amount
being redeemed to the redemption date.
If money sufficient to pay the redemption price of and accrued interest on
the 5.75% Global Notes (or portions thereof) to be redeemed on the redemption
date is deposited with the trustee or paying agent on or before the redemption
date and certain other conditions are satisfied, then on and after the
redemption date, interest will cease to accrue on such 5.75% Global Notes (or
such portion thereof) called for redemption and the 5.75% Global Notes will
cease to be outstanding. If any redemption date is not a business day, we will
pay the redemption price on the next business day without any interest or other
payment due to the delay.
If less than all of the 5.75% Global Notes of a series are to be redeemed,
the trustee will select the 5.75% Global Notes for redemption on a pro rata
basis, by lot or by such other method as the trustee deems appropriate and fair.
No 5.75% Global Notes of $1,000 or less will be redeemed in part.
"Comparable Treasury Issue" means the United States Treasury security
selected by the Quotation Agent as having a maturity comparable to the Remaining
Life that would be utilized, at the time of selection, and in accordance with
customary financial practice, in pricing new issues of corporate debt securities
of comparable maturity with the Remaining Life.
"Comparable Treasury Price" means, with respect to any redemption date, the
average of two Reference Treasury Dealer Quotations for such redemption date.
"Quotation Agent" means the Reference Treasury Dealers.
"Reference Treasury Dealer" means each of Credit Suisse First Boston
Corporation and Salomon Smith Barney Inc., and their respective successors;
provided, however, that if any of the foregoing shall cease to be a primary U.S.
Government securities dealer in The City of New York (a "Primary Treasury
Dealer"), we shall substitute therefor another Primary Treasury Dealer.
"Reference Treasury Dealer Quotations" means, with respect to each Reference
Treasury Dealer and any redemption date, the average, as determined by the
trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the trustee by the Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third business day preceding the redemption date.
"Treasury Rate" means, with respect to any redemption date, the rate per
annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
the redemption date.
PAYMENT OF ADDITIONAL AMOUNTS
We will, subject to certain exceptions and limitations set forth below, pay
to the holder of any 5.75% Global Note who is a United States Alien (as defined
below), as additional interest, such additional amounts as may be necessary in
order that every net payment on such 5.75% Global Note (including payment of the
principal of and interest on such 5.75% Global Note) by us or our specified
paying agent, after deduction or withholding for or on account of any present or
future tax, assessment or other governmental charge imposed upon or as a result
of such payment by the United States (or any political subdivision or taxing
authority thereof or therein), will not be less than the amount
S-11
provided in such 5.75% Global Note to be then due and payable. However, our
obligation to pay additional amounts will not apply to:
(1) any tax, assessment or other governmental charge that would not have been so
imposed but for:
- the existence of any present or former connection between such holder or
beneficial owner of such 5.75% Global Note (or between a fiduciary,
settlor or beneficiary of, or a person holding a power over, such holder,
if such holder is an estate or a trust, or a member or shareholder of such
holder, if such holder is a partnership or corporation) and the United
States or any political subdivision or taxing authority thereof or
therein, including, without limitation, such holder (or such fiduciary,
settlor, beneficiary, person holding a power, member or shareholder) being
or having been a citizen or resident of the United States or treated as a
resident thereof or being or having been engaged in a trade or business or
present therein or having or having had a permanent establishment therein;
or
- such holder's or beneficial owner's past or present status as a personal
holding company, passive foreign investment company, foreign personal
holding company, foreign private foundation or other foreign tax-exempt
organization with respect to the United States, controlled foreign
corporation for United States tax purposes or corporation that accumulates
earnings to avoid United States federal income tax;
(2) any estate, inheritance, gift, excise, sales, transfer, wealth or personal
property tax or any similar tax, assessment or other governmental charge;
(3) any tax, assessment or other governmental charge that would not have been
imposed but for the presentation by the holder of a 5.75% Global Note for
payment more than 30 days after the date on which such payment became due
and payable or the date on which payment thereof was duly provided for,
whichever occurred later;
(4) any tax, assessment or other governmental charge that is payable otherwise
than by withholding from a payment on a 5.75% Global Note;
(5) any tax, assessment or other governmental charge required to be withheld by
any paying agent from a payment on a 5.75% Global Note, if such payment can
be made without such withholding by any other paying agent;
(6) any tax, assessment or other governmental charge that would not have been
imposed but for a failure to comply with applicable certification,
information, documentation, identification or other reporting requirements
concerning the nationality, residence, identity or connection with the
United States of the holder or beneficial owner of a 5.75% Global Note if
such compliance is required by statute or regulation of the United States or
an applicable tax treaty to which the United States is a party as
precondition to relief or exemption from such tax, assessment or other
governmental charge;
(7) any tax, assessment or other governmental charge imposed on a holder that
actually or constructively owns 10% or more of the combined voting power of
all classes of stock of Hewlett-Packard;
(8) any tax, assessment or governmental charge that would not have been imposed
or withheld but for the treatment of the interest by Hewlett-Packard as
contingent interest described in Section 871(h)(4) of the Internal Revenue
Code of 1986, as amended;
(9) any tax, assessment or governmental charge that would not have been imposed
or withheld but for an election by the holder the effect of which is to make
the payment of the principal of, or interest (or any other amount) on, a
5.75% Global Note by Hewlett-Packard or a paying agent subject to United
States federal income tax; or
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(10) any combination of items (1), (2), (3), (4), (5), (6), (7), (8) and (9).
In addition, we shall not be required to pay additional amounts on a 5.75%
Global Note to a holder that is a fiduciary or partnership or other than the
sole beneficial owner of such payment to the extent a beneficiary or settlor
with respect to such fiduciary or a member of such partnership or a beneficial
owner would not have been entitled to additional amounts (or payment of
additional amounts would not have been necessary) had such beneficiary, settlor,
member or beneficial owner been the holder of such 5.75% Global Note.
For the purposes above, a "United States Alien" means any person who, for
United States federal income tax purposes, is a foreign corporation, a
non-resident alien individual, a non-resident alien fiduciary of a foreign
estate or trust, or a foreign partnership one or more of the members of which
is, for United States federal income tax purposes, a foreign corporation, a
non-resident alien individual or a non-resident alien fiduciary, of a foreign
estate or trust. "United States" means the United States of America (including
the States and the District of Columbia) and its territories, its possessions
and other areas subject to its jurisdiction.
REDEMPTION FOR TAX PURPOSES
We may, at our option, redeem, as a whole, but not in part, the 5.75% Global
Notes on not less than 30 nor more than 60 days' prior notice to the holder of
record at a redemption price equal to 100% of their principal amount, together
with interest accrued to the redemption date if either of the following occurs:
(1) as a result of any change in, or amendment to, the laws (or any regulations
or rulings promulgated thereunder) of the United States (or any political
subdivision or taxing authority thereof or therein), or any change in the
official application (including a ruling by a court of competent
jurisdiction in the United States) or interpretation of such laws,
regulations or rulings, which change or amendment is announced or becomes
effective on or after the consummation of this offering, we become or will
become obligated to pay additional amounts as described above under
"--Payment of Additional Amounts;" or
(2) any act is taken by a taxing authority of the United States on or after the
consummation of this offering, whether or not such act is taken with respect
to us or any affiliate, that results in a substantial likelihood that we
will or may be required to pay such additional amounts.
However, in order to redeem the 5.75% Global Notes pursuant to this
provision we will be required to determine, in our business judgment, that the
obligation to pay such additional amounts cannot be avoided by the use of
commercially reasonable measures available to us, not including substitution of
the obligor under the 5.75% Global Notes or any action that would entail a
material cost to us. We may not redeem unless we shall have received an opinion
of counsel to the effect that because of an act taken by a taxing authority of
the United States (as discussed above) such an act results in a substantial
likelihood that we will or may be required to pay additional amounts described
above and we shall have delivered to the trustee a certificate, signed by a duly
authorized officer, stating that based on such opinion we are entitled to redeem
the 5.75% Global Notes pursuant to their terms.
CERTAIN UNITED STATES TAX DOCUMENTATION REQUIREMENTS
A beneficial owner of a 5.75% Global Note will generally be subject to the
30% United States federal withholding tax that generally applies to payments of
interest from sources within the United States, or alternatively to the United
States backup withholding tax (which rate is currently 30.5% and being reduced
in stages to a rate of 28% in 2006), unless one of the following steps is taken
to obtain
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an exemption from or reduction of the tax and any requirement for updating and
resubmitting documentation is complied with:
EXEMPTION OR REDUCED RATE FOR UNITED STATES ALIENS (IRS FORM W-8BEN). A
beneficial owner of a 5.75% Global Note that is a United States Alien can obtain
an exemption from the withholding tax by providing a properly completed Internal
Revenue Service ("IRS") Form W-8BEN. In addition, a beneficial owner of a 5.75%
Global Note that is a United States Alien entitled to the benefits of an income
tax treaty to which the United States is a party can obtain an exemption from or
reduction of the withholding tax (depending on the terms of the treaty) by
providing a properly completed IRS Form W-8BEN (including completion of Part II
of Form W-8BEN). See "United States Federal Taxation--Tax Consequences to
Non-United States Persons."
EXEMPTION FOR UNITED STATES ALIENS WITH EFFECTIVELY CONNECTED INCOME (IRS
FORM W-8ECI). A beneficial owner of a 5.75% Global Note that is a United States
Alien, including a non-United States corporation or bank with a United States
branch, that conducts a trade or business in the United States with which the
interest income on a 5.75% Global Note is effectively connected, can obtain an
exemption from the withholding tax by providing a properly completed IRS Form
W-8ECI.
EXEMPTION FOR NON-UNITED STATES ALIENS (IRS FORM W-9). A beneficial owner
of a 5.75% Global Note that is not a United States Alien can obtain an exemption
from the withholding tax by providing a properly completed IRS Form W-9 (Request
for Taxpayer Identification Number and Certification), provided that the IRS has
not provided notice to the contrary based on the beneficial owner's failure to
report dividend or interest income.
UNITED STATES FEDERAL INCOME TAX REPORTING PROCEDURE. A beneficial owner of
a 5.75% Global Note is required to submit the appropriate IRS form or other
acceptable documentation under applicable procedures to the person through which
the owner directly holds the 5.75% Global Note. For example, if the beneficial
owner is listed directly on the books of Euroclear or Clearstream Luxembourg as
the holder of the 5.75% Global Note, the IRS form or other acceptable
documentation must be provided to Euroclear or Clearstream Luxembourg, as the
case may be, assuming that Euroclear and Clearstream Luxembourg each act as
qualified or nonqualified intermediaries for United States withholding tax
purposes. If the beneficial owner holds the 5.75% Global Note through a foreign
intermediary (for example, a foreign financial institution) or foreign
flow-through entity (for example, a foreign partnership or foreign simple or
grantor trust), that intermediary or entity must submit IRS Form W-8IMY together
with all required beneficial owner documentation or other acceptable
documentation under applicable procedures to the person through which it holds
the 5.75% Global Note, until the IRS form or other documentation is received by
the United States person who would otherwise be required to withhold United
States federal income tax from interest on the 5.75% Global Note. In addition,
the intermediary or flow-through entity must submit Form W-8IMY and comply with
applicable reporting and other requirements. See "United States Federal
Taxation--Tax Consequences to Non-United States Persons."
EACH HOLDER OF A 5.75% GLOBAL NOTE SHOULD BE AWARE THAT IF THE REQUIRED IRS
FORM OR OTHER ACCEPTABLE DOCUMENTATION, IF APPROPRIATE, IS NOT PROPERLY PROVIDED
AND TRANSMITTED TO AND RECEIVED BY THE UNITED STATES PERSON OTHERWISE REQUIRED
TO WITHHOLD UNITED STATES FEDERAL INCOME TAX, INTEREST ON THE 5.75% GLOBAL NOTE
MAY BE SUBJECT TO UNITED STATES WITHHOLDING TAX AT A 30% RATE (OR ALTERNATIVELY
AT THE UNITED STATES BACKUP WITHHOLDING RATE, WHICH RATE IS CURRENTLY 30.5% AND
BEING REDUCED IN STAGES TO A RATE OF 28% IN 2006) AND THE HOLDER (INCLUDING THE
BENEFICIAL OWNER) WILL NOT BE ENTITLED TO ANY ADDITIONAL AMOUNTS FROM US
DESCRIBED UNDER THE SUBHEADING "--PAYMENT OF ADDITIONAL AMOUNTS" WITH RESPECT TO
SUCH TAX. SUCH TAX, HOWEVER, MAY IN CERTAIN CIRCUMSTANCES BE ALLOWED AS A REFUND
OR AS A CREDIT AGAINST SUCH HOLDER'S UNITED STATES FEDERAL INCOME TAX. THE ABOVE
DISCUSSION DOES NOT DEAL WITH ALL ASPECTS OF UNITED STATES FEDERAL INCOME TAX
WITHHOLDING THAT MAY BE RELEVANT TO FOREIGN
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HOLDERS OF THE 5.75% GLOBAL NOTES. INVESTORS ARE ADVISED TO CONSULT THEIR TAX
ADVISORS FOR SPECIFIC ADVICE CONCERNING THE OWNERSHIP AND DISPOSITION OF THE
5.75% GLOBAL NOTES.
BOOK-ENTRY NOTES
THE DEPOSITARY, CLEARSTREAM LUXEMBOURG AND EUROCLEAR. Upon issuance, the
5.75% Global Notes will be represented by one or more fully registered global
notes. Each global note will be deposited with The Depository Trust Company, as
depositary, and registered in the name of Cede & Co. Unless and until it is
exchanged in whole or in part for notes in definitive form, no global note may
be transferred except as a whole by the depositary to a nominee of such
depositary. Investors may elect to hold interests in the global notes through:
- the depositary in the United States; or
- Clearstream Luxembourg; or
- Morgan Guaranty Trust Company of New York, Brussels Office, as operator of
the Euroclear System, referred to in this prospectus supplement as
Euroclear,
if they are participants in such systems, or indirectly through organizations
which are participants in such systems. Clearstream Luxembourg and Euroclear
will hold interests on behalf of their participants through customers'
securities accounts in Clearstream Luxembourg's and Euroclear's names on the
books of their respective depositaries, which in turn will hold such interests
in customers' securities accounts in the depositaries' names on the books of the
depositary. Citibank, N.A. will act as depositary for Clearstream Luxembourg and
JP Morgan Chase Bank will act as depositary for Euroclear, referred to in this
prospectus supplement in such capacities, as the U.S. depositaries.
Clearstream Luxembourg has advised us that it is incorporated under the laws
of Luxembourg as a professional depositary. Clearstream Luxembourg holds
securities for its participating organizations, referred to in this prospectus
supplement as Clearstream participants, and facilitates the clearance and
settlement of securities transactions between Clearstream participants through
electronic book-entry changes in accounts of Clearstream participants, thereby
eliminating the need for physical movement of certificates. Clearstream
Luxembourg provides to Clearstream participants, among other things, services
for safekeeping, administration, clearance and settlement of internationally
traded securities and securities lending and borrowing. Clearstream Luxembourg
interfaces with domestic markets in several countries. As a professional
depositary, Clearstream Luxembourg is subject to regulation by the Luxembourg
Monetary Institute. Clearstream participants are recognized financial
institutions around the world, including underwriters, securities brokers and
dealers, banks, trust companies, clearing corporations and certain other
organizations and may include the underwriters. Indirect access to Clearstream
Luxembourg is also available to others, such as banks, brokers, dealers and
trust companies that clear through or maintain a custodial relationship with a
Clearstream participant either directly or indirectly.
Distributions with respect to the 5.75% Global Notes held beneficially
through Clearstream Luxembourg will be credited to cash accounts of Clearstream
participants in accordance with its rules and procedures, to the extent received
by the U.S. depositary for Clearstream Luxembourg.
Euroclear advises that it was created in 1968 to hold securities for
participants of Euroclear, referred to in this prospectus supplement as
Euroclear participants, and to clear and settle transactions between Euroclear
participants through simultaneous electronic book-entry delivery against
payment, thereby eliminating the need for physical movement of certificates and
any risk from lack of simultaneous transfers of securities and cash. Euroclear
includes various other services, including securities lending and borrowing and
interfaces with domestic markets in several countries.
Euroclear is operated by the Brussels, Belgium office of Morgan Guaranty
Trust Company of New York, referred to in this prospectus supplement as the
Euroclear operator, under contract with Euro-
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clear Clearance Systems S.C., a Belgian cooperative corporation, referred to in
this prospectus supplement as the cooperative. All operations are conducted by
the Euroclear operator, and all Euroclear securities clearance accounts and
Euroclear cash accounts are accounts with the Euroclear operator, not the
cooperative. The cooperative establishes policy for Euroclear on behalf of
Euroclear participants. Euroclear participants include banks, securities brokers
and dealers and other professional financial intermediaries and may include the
underwriters. Indirect access to Euroclear is also available to other firms that
clear through or maintain a custodial relationship with a Euroclear participant,
either directly or indirectly.
The Euroclear operator is the Belgian branch of a New York banking
corporation, which is a member bank of the Federal Reserve System. The Euroclear
operator is regulated and examined by the Board of Governors of the Federal
Reserve System and the New York State Banking Department, as well as the Belgian
Banking Commission. Securities clearance accounts and cash accounts with the
Euroclear operator are governed by the Terms and Conditions Governing Use of
Euroclear and the related Operating Procedures of the Euroclear System, and
applicable Belgian law, collectively referred to in this prospectus supplement
as the terms and conditions. The terms and conditions govern transfers of
securities and cash within Euroclear, withdrawals of securities and cash from
Euroclear, and receipts of payments with respect to securities in Euroclear. All
securities in Euroclear are held on a fungible basis without attribution of
specific certificates to specific securities clearance accounts. The Euroclear
operator acts under the terms and conditions only on behalf of Euroclear
participants, and has no record of or relationship with persons holding through
Euroclear participants.
Distributions with respect to the 5.75% Global Notes held beneficially
through Euroclear will be credited to the cash accounts of Euroclear
participants in accordance with the terms and conditions of Euroclear, to the
extent received by the U.S. depositary for Euroclear.
GLOBAL CLEARANCE AND SETTLEMENT PROCEDURES. Initial settlement for the
5.75% Global Notes will be made in immediately available funds. Secondary market
trading between the depositary participants will occur in the ordinary way in
accordance with the depositary's rules and will be settled in immediately
available funds using the depositary's Same-Day Funds Settlement System.
Secondary market trading between Clearstream participants and/or Euroclear
participants will occur in the ordinary way in accordance with the applicable
rules and operating procedures of Clearstream Luxembourg and Euroclear and will
be settled using the procedures applicable to conventional eurobonds in
immediately available funds.
Cross-market transfers between persons holding directly or indirectly
through the depositary on the one hand, and directly or indirectly through
Clearstream or Euroclear participants, on the other, will be effected in the
depositary in accordance with the depositary's rules on behalf of the relevant
European international clearing system by its U.S. depositary. However, these
cross-market transactions will require delivery of instructions to the relevant
European international clearing system by the counterparty in such system in
accordance with its rules and procedures and within its established deadlines
(European time). The relevant European international clearing system will, if
the transaction meets its settlement requirements, deliver instructions to its
U.S. depositary to take action to effect final settlement on its behalf by
delivering or receiving 5.75% Global Notes in the depositary, and making or
receiving payment in accordance with normal procedures for same-day funds
settlement applicable to the depositary. Clearstream participants and Euroclear
participants may not deliver instructions directly to the depositary.
Because of time-zone differences, credits of 5.75% Global Notes received in
Clearstream Luxembourg or Euroclear as a result of a transaction with a
depositary participant will be made during subsequent securities settlement
processing and will be credited the business day following the depositary
settlement date. Such credits or any transactions in such 5.75% Global Notes
settled during such processing will be reported to the relevant Euroclear or
Clearstream participants on such business day. Cash received in Clearstream
Luxembourg or Euroclear as a result of sales of 5.75% Global Notes
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by or through a Clearstream participant or a Euroclear participant to a
depositary participant will be received with value on the depositary settlement
date but will be available in the relevant Clearstream Luxembourg or Euroclear
cash account only as of the business day following settlement in the depositary.
Although the depositary, Clearstream Luxembourg and Euroclear have agreed to
the foregoing procedures in order to facilitate transfers of 5.75% Global Notes
among participants of the depositary, Clearstream Luxembourg and Euroclear, they
are under no obligation to perform or continue to perform such procedures and
such procedures may be discontinued at any time.
NOTICES, DEFINITIVE NOTES AND TRANSFERS
Notices to holders of the 5.75% Global Notes will be sent by mail to the
registered holders. In addition, so long as the 5.75% Global Notes are listed on
the Luxembourg Stock Exchange, notices will be published in a daily newspaper of
general circulation in Luxembourg. It is expected that publication will be made
in the LUXEMBURGER WORT. Any such notice shall be deemed to have been given on
the date of such publication or, if published more than once, on the date of the
first such publication.
In the event certificated 5.75% Global Notes are issued, the holders thereof
will be able to receive payments thereon and effect transfers thereof at the
offices of JP Morgan Bank Luxembourg or its successor as paying agent in
Luxembourg with respect to the 5.75% Global Notes. The indenture provides for
the replacement of a mutilated, lost, stolen or destroyed definitive 5.75%
Global Note, so long as the applicant shall furnish to us and the trustee such
security or indemnity as may be required by them to hold us and the trustee
harmless and such evidence of ownership of such 5.75% Global Note as they may
require.
We have appointed JP Morgan Bank Luxembourg as a paying agent in Luxembourg
with respect to the 5.75% Global Notes. As long as the 5.75% Global Notes are
listed on the Luxembourg Stock Exchange, we will maintain a paying agent in
Luxembourg and any change in the Luxembourg paying agent and transfer agent will
be published in Luxembourg in accordance with the first paragraph above under
this subheading.
As provided in the indenture and subject to certain limitations described in
the indenture, the 5.75% Global Notes are transferable, in whole or in part,
upon surrender of the 5.75% Global Notes for registration of transfer at the
corporate trust office of the trustee in The City of New York, or, in the event
definitive 5.75% Global Notes are issued and so long as the 5.75% Global Notes
are listed on the Luxembourg Stock Exchange, at the offices of the paying agent
in Luxembourg, duly endorsed by or accompanied by a written instrument of
transfer in form satisfactory to us and the securities registrar, and upon this
occuring, one or more new 5.75% Global Notes, for the aggregate principal amount
being transferred, will be issued to the designated transferee, and a new 5.75%
Global Note for any amount not being transferred will be issued to the
transferor.
DEFEASANCE
The provisions of the indenture relating to defeasance and covenant
defeasance described under the caption "Description of Debt
Securities--Satisfaction & Discharge; Defeasance" in the attached prospectus
will apply to the 5.75% Global Notes.
SINKING FUND
There will not be a sinking fund for the 5.75% Global Notes.
GOVERNING LAW; COURTS
The indenture provides that New York law shall govern any action regarding
the 5.75% Global Notes brought pursuant to the indenture. Actions regarding the
5.75% Global Notes may be brought in any court of competent jurisdiction.
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UNITED STATES FEDERAL TAXATION
The following summary describes the material United States federal income
and certain estate tax consequences of ownership and disposition of the 5.75%
Global Notes. This summary provides general information only and is directed
solely to original beneficial owners who purchase the 5.75% Global Notes at the
"issue price," that is, the first price at which a substantial amount of the
5.75% Global Notes is sold to the public (excluding sales to bond houses,
brokers or similar persons or organizations acting in the capacity of
underwriters, placement agents or wholesalers). This summary is based on the
Internal Revenue Code of 1986, as amended to the date hereof (the "Code"),
existing administrative pronouncements and judicial decisions, existing and
proposed Treasury Regulations currently in effect, and interpretations of the
foregoing, changes to any of which subsequent to the date of this prospectus
supplement may affect the tax consequences described herein, possibly with
retroactive effect. This summary deals only with 5.75% Global Notes held as
capital assets within the meaning of Section 1221 of the Code. This summary does
not discuss all of the tax consequences that may be relevant to beneficial
owners in light of their particular circumstances or to beneficial owners
subject to special rules, such as certain financial institutions, insurance
companies, real estate investment trusts, regulated investment companies,
dealers in securities, persons holding the 5.75% Global Notes in connection with
a hedging, "straddle," conversion or other integrated transaction or persons who
have ceased to be either United States citizens or are taxed as resident aliens.
Persons considering the purchase of 5.75% Global Notes should consult their
own tax advisors with regard to the application of the United States federal
income and estate tax laws to their particular situations, as well as any tax
consequence arising under the laws of any state, local or foreign taxing
jurisdiction.
TAX CONSEQUENCES TO UNITED STATES PERSONS
For purposes of the following discussion, a "United States person" means a
beneficial owner of a 5.75% Global Note that is, for United States federal
income tax purposes:
- a citizen or resident of the United States; or
- a corporation (other than an S corporation) or other entity taxable as a
corporation for United States federal income tax purposes created or
organized in or under the laws of the United States, any state or the
District of Columbia; or
- an estate, the income of which is subject to United States federal income
taxation regardless of its source; or
- a trust (other than a grantor trust) if a United States court is able to
exercise primary jurisdiction over the administration of the trust and one
or more United States persons have the authority to control all
substantial decisions of the trust.
Partnerships, S Corporations and grantor trusts are subject to special tax
rules and should contact their own tax advisors.
PAYMENTS OF INTEREST
Interest on a 5.75% Global Note will generally be taxable to a United States
person as ordinary interest income at the time it is accrued or is received in
accordance with the United States person's method of accounting for tax
purposes.
SALE, EXCHANGE, REDEMPTION OR RETIREMENT OF THE 5.75% GLOBAL NOTES
Upon the sale, exchange, redemption or retirement of a 5.75% Global Note, a
United States person will recognize taxable gain or loss equal to the difference
between the amount realized on the
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sale, exchange, redemption or retirement and the United States person's adjusted
tax basis in the 5.75% Global Note. For these purposes, the amount realized does
not include any amount attributable to accrued interest on the 5.75% Global
Note. Amounts attributable to accrued interest are treated as interest as
described under "--Payments of Interest" above. A United States person's
adjusted tax basis in a 5.75% Global Note generally will equal the cost of the
5.75% Global Note to the United States person. Gain or loss realized on the
sale, exchange or redemption of a 5.75% Global Note will be capital gain or
loss, and will be long-term capital gain or loss if the United States person
held the 5.75% Global Note for more than one year. Long-term capital gains of
non-corporate taxpayers are taxed at lower rates than those applicable to
ordinary income. The deductibility of capital losses is subject to limitation.
Therefore, United States persons should consult their own tax advisors regarding
the treatment of capital gains and losses in their particular circumstances.
BACKUP WITHHOLDING AND INFORMATION REPORTING
Backup withholding and information reporting requirements may apply to
certain payments of principal, premium and interest on a 5.75% Global Note and
to payments of proceeds of the sale or redemption of a 5.75% Global Note to
certain non-corporate United States persons. The backup withholding tax rate is
currently 30.5% and is being reduced in stages to a rate of 28% in 2006.
Hewlett-Packard, its agent, a broker, or any paying agent, as the case may be,
will be required to withhold from any payment a tax at the then applicable rate
if:
- the United States person fails to furnish or certify its correct taxpayer
identification number to the payor in the manner required;
- fails to certify, under penalty of perjury, that such United States person
is not subject to backup withholding; or
- otherwise fails to comply with the applicable requirements of the backup
withholding rules.
Partnerships created or organized in or under the laws of the United States
and certain United States grantor trusts will be subject to withholding under
the same rules as other United States persons. Any amounts withheld under the
backup withholding rules from a payment to a United States person may be
credited against such United States person's United States federal income tax
and may entitle such United States person to a refund, provided that the
required information is furnished to the Internal Revenue Service.
TAX CONSEQUENCES TO NON-UNITED STATES PERSONS
As used herein, the term "non-United States person" means a beneficial owner
of a 5.75% Global Note that is, for United States federal income tax purposes:
- a nonresident alien individual; or
- a foreign corporation; or
- an estate or trust (other than a grantor trust or simple trust) that is
not a United States person.
Foreign partnerships, grantor trusts and simple trusts are subject to
special tax rules and should contact their own tax advisors.
INCOME, ESTATE AND WITHHOLDING TAX FOR NON-UNITED STATES PERSONS
The discussion under this heading is subject to the discussion of backup
withholding below.
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Payments of principal and interest on a 5.75% Global Note that is
beneficially owned by a non-United States person will not be subject to United
States federal withholding tax; provided, that in the case of interest:
(a) each of the following conditions is met:
(1) the beneficial owner does not actually or constructively own 10% or
more of the total combined voting power of all classes of
Hewlett-Packard stock entitled to vote, and
(2) the beneficial owner is not a controlled foreign corporation that is
related, directly or indirectly, to us through stock ownership, and
(3) the beneficial owner of the 5.75% Global Note provides an IRS Form
W-8BEN or other acceptable documentation that provides its name and
address and certifies that it is not an United States person;
or
(b) the beneficial owner is entitled to the benefits of an income tax treaty
under which the interest is exempt from United States federal withholding
tax and the beneficial owner provides an IRS Form W-8BEN or other
acceptable documentation claiming the exemption;
or
(c) the beneficial owner conducts a trade or business in the United States
to which the interest is effectively connected and the beneficial owner
provides an IRS Form W-8ECI or other acceptable documentation;
provided that in each such case, the relevant IRS form or documentation is
delivered pursuant to applicable procedures, is properly transmitted to the
person otherwise required to withhold United States federal income tax, and is
updated and resubmitted when required and provided, further, that none of the
persons receiving the relevant IRS form or documentation has actual knowledge or
reason to know that the certification or any statement on the IRS form or
documentation is false. If the transmission involves a foreign intermediary (for
example, a financial institution) or foreign flow-through entity (for example, a
foreign partnership or foreign simple or grantor trust), the intermediary or
flow-through entity must properly complete and submit Form W-8IMY and comply
with applicable reporting and other requirements.
A non-United States person will not be subject to United States federal
income or withholding tax on any gain realized on the sale, exchange, redemption
or other disposition of a 5.75% Global Note unless the gain is effectively
connected with the beneficial owner's trade or business in the United States or,
in the case of an individual, the beneficial owner is present in the United
States for 183 days or more in the taxable year in which the sale, exchange,
redemption or other disposition occurs and certain other conditions are met.
A 5.75% Global Note owned by an individual who at the time of death is not,
for United States estate tax purposes, a citizen or resident of the United
States generally will not be subject to United States federal estate tax if the
individual does not actually or constructively own 10% or more of the total
combined voting power of all classes of Hewlett-Packard stock entitled to vote
and, at the time of such individual's death, the income on the 5.75% Global Note
would not have been effectively connected with a United States trade or business
of the individual.
If a non-United States person owning a 5.75% Global Note is engaged in a
trade or business in the United States, and if interest on the 5.75% Global Note
(or gain realized on its sale, exchange, redemption or other disposition) is
effectively connected with the conduct of such trade or business, such owner,
although exempt from the withholding tax discussed in the preceding paragraphs,
will generally be subject to regular United States income tax on such
effectively connected income in the
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same manner as if it were a United States person. In addition, if such owner is
a foreign corporation, it may be subject to a 30% branch profits tax (unless
reduced or eliminated by an applicable treaty) of its effectively connected
earnings and profits for the taxable year, subject to certain adjustments. For
purposes of the branch profits tax, interest on, and any gain recognized on the
sale, exchange or other disposition of, a 5.75% Global Note will be included in
the effectively connected earnings and profits of such owner if such interest or
gain, as the case may be, is effectively connected with the conduct by such
owner of a trade or business in the United States.
Each beneficial owner of a 5.75% Global Note should be aware that if it does
not properly provide the required IRS form or other acceptable documentation or
if the IRS form or documentation is not updated and resubmitted when required or
not properly transmitted to and received by the United States person otherwise
required to withhold United States federal income tax, interest on the 5.75%
Global Note may be subject to United States withholding tax at a 30% rate, and
the owner will not be entitled to any additional amounts from us described under
the heading "Description of the 5.75% Global Notes--Payment of Additional
Amounts" with respect to such tax. Alternatively, United States backup
withholding may apply, as described below. Such tax, however, may in certain
circumstances be allowed as a refund or as a credit against such owner's United
States federal income tax. The foregoing does not deal with all aspects of
federal income tax withholding that may be relevant to a non-United States
person that owns a 5.75% Global Note. Investors are advised to consult their own
tax advisors for specific advice concerning the ownership and disposition of
5.75% Global Notes.
BACKUP WITHHOLDING AND INFORMATION REPORTING
Under current Treasury Regulations, backup withholding (currently at a rate
of 30.5% and being reduced in stages to a rate of 28% in 2006) will not apply to
payments made by us or a paying agent to an owner in respect of a 5.75% Global
Note if the certifications described above are received, provided in each case
that we or the paying agent, as the case may be, do not have actual knowledge or
reason to know that the payee is a United States person.
Under current Treasury Regulations, payments of the proceeds from the sale,
exchange, redemption or other disposition of a 5.75% Global Note effected at a
foreign office of a broker (including a custodian, nominee or other agent acting
on behalf of the beneficial owner of a 5.75% Global Note) generally will not be
subject to information reporting or backup withholding. However, if such broker
is a United States person, a controlled foreign corporation for United States
federal income tax purposes, a foreign partnership in which U.S. partners hold
more than 50 percent of the income or capital interest, a U.S. branch of a
foreign bank or foreign insurance company treated as a U.S. person for certain
U.S. tax purposes or a foreign person with certain connections to the United
States, then information reporting will be required unless, in general, the
broker has in its records documentary evidence that the beneficial owner is not
a United States person and certain other conditions are met or the beneficial
owner otherwise establishes an exemption. Backup withholding may apply to any
payment that such broker is required to report if such broker has actual
knowledge or reason to know that the payee is a United States person. Payments
to or through the United States office of a broker are subject to information
reporting and backup withholding unless the beneficial owner certifies, under
penalties of perjury on an appropriate withholding certificate, that it is a
non-United States person and that it satisfies certain other conditions or
otherwise establishes an exemption from information reporting and backup
withholding.
Non-United States persons owning 5.75% Global Notes should consult their own
tax advisors regarding the application of information reporting and backup
withholding in their particular situations, the availability of an exemption
therefrom, and the procedure for obtaining such an exemption. Backup withholding
is not a separate tax, but is allowed as a refund or credit against the owner's
United States federal income tax, provided the necessary information is
furnished to the Internal Revenue Service. Interest on a 5.75% Global Note that
is beneficially owned by a non-United States person will be
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reported annually on IRS Form 1042-S, which must be filed with the Internal
Revenue Service and furnished to such beneficial owner.
The United States federal income tax discussion set forth above is included
for general information only and may not be applicable depending upon an owner's
particular situation. Owners should consult their own tax advisors with respect
to the tax consequences to them of the ownership and disposition of the 5.75%
Global Notes, including the tax consequences under state, local, foreign and
other tax laws and the possible effects of changes in federal or other tax laws.
S-22
UNDERWRITING
Under the terms and conditions contained in an underwriting agreement dated
December 3, 2001, we have agreed to sell to the underwriters named below, for
which Credit Suisse First Boston Corporation and Salomon Smith Barney Inc. are
acting as representatives, and each underwriter has agreed to purchase, the
following respective principal amounts of the 5.75% Global Notes set forth
opposite its name below.
PRINCIPAL AMOUNT OF
UNDERWRITER 5.75% GLOBAL NOTES
-------------------
Credit Suisse First Boston Corporation...................... $ 450,000,000
Salomon Smith Barney Inc.................................... 450,000,000
Banc of America Securities LLC.............................. 50,000,000
HSBC Securities (USA) Inc................................... 50,000,000
--------------
Total..................................................... $1,000,000,000
==============
The underwriting agreement provides that the underwriters are obligated to
purchase all of the 5.75% Global Notes if any are purchased. In addition, the
underwriting agreement provides that if an underwriter defaults on its purchase
obligations, and such underwriter's purchase commitment was less than 10% of the
aggregate amount of 5.75% Global Notes, the purchase commitments of non-
defaulting underwriters shall be increased. If the defaulting underwriter's
purchase commitment was more than 10% of the aggregate principal amount of the
5.75% Global Notes, the purchase commitments of the non-defaulting underwriters
may be increased or the offering of the 5.75% Global Notes may be terminated.
The underwriters propose to offer the 5.75% Global Notes initially at the
public offering price on the cover page of this prospectus supplement and to
selling group members at that price less a concession of .225% of the principal
amount per 5.75% Global Note. The underwriters and selling group members may
allow a discount of .20% of such principal amount per 5.75% Global Note on sales
to other broker/dealers. After the initial public offering, the public offering
price and concession and discount to broker/dealers may be changed.
We estimate that our out-of-pocket expenses for this offering will be
approximately $300,000.
We have agreed to indemnify the underwriters against certain liabilities
under the Securities Act of 1933, as amended, or to contribute to payments that
the underwriters may be required to make in that respect.
Application has been made to list the 5.75% Global Notes on the Luxembourg
Stock Exchange. There can be no assurance that the listing will be obtained.
Each underwriter severally represents and agrees that:
(1) it has not offered or sold, and prior to the date that is six months after
the date of issue of the 5.75% Global Notes will not offer or sell, any
5.75% Global Notes to persons in the United Kingdom, except to persons whose
ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes of their
business or otherwise in circumstances which have not resulted and will not
result in an offer to the public in the United Kingdom for the purposes of
the Public Offers of Securities Regulations 1995;
(2) it has and will continue to comply with all applicable provisions of the
Financial Services Act 1986 with respect to anything done by it in relation
to the 5.75% Global Notes in, from or otherwise involving the United
Kingdom;
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(3) it has only issued or passed on and will only issue or pass on in the United
Kingdom this prospectus supplement (or any other document received by it in
connection with the issuance of the 5.75% Global Notes) to a person who is
of a kind described in Article 11(3) of the Financial Services Act 1986
(Investment Advertisements) (Exemptions) Order 1996 (as amended) or is a
person to whom this prospectus supplement or such other document may
otherwise lawfully be issued or passed on; and
(4) it will comply with all applicable securities laws and regulations in force
in any jurisdiction in which it purchases, offers, sells or delivers the
5.75% Global Notes or possesses or distributes this prospectus supplement or
the accompanying prospectus.
Purchasers of the 5.75% Global Notes may be required to pay stamp taxes and
other charges in accordance with the laws and practices of the country of
purchase in addition to the public offering price set forth on the cover page.
The underwriters may engage in over-allotment, stabilizing transactions,
syndicate covering transactions and penalty bids, in accordance with
Regulation M under the Securities Exchange Act of 1934, as described below:
- Over-allotment involves syndicate sales in excess of the offering size,
which creates a syndicate short position.
- Stabilizing transactions permit bids to purchase the underlying security
so long as the stabilizing bids do not exceed a specified maximum.
- Syndicate covering transactions involve purchases of 5.75% Global Notes in
the open market after the distribution has been completed in order to
cover syndicate short positions.
- Penalty bids permit the representatives to reclaim a selling concession
from a syndicate member when the 5.75% Global Notes originally sold by
such syndicate member are purchased in a stabilizing transaction or a
syndicate covering transaction to cover syndicate short positions.
Such stabilizing transactions, syndicate covering transactions and penalty bids
may cause the price of the 5.75% Global Notes to be higher than it would
otherwise be in the absence of such transactions. These transactions may be
effected on The Luxembourg Stock Exchange or otherwise and, if commenced, may be
discontinued at any time.
Certain of the underwriters and their respective affiliates have from time
to time performed and may in the future perform various financial advisory,
commercial banking and investment banking services for us, for which they
received or will receive customary fees.
NOTICE TO CANADIAN RESIDENTS
RESALE RESTRICTIONS
The distribution of the 5.75% Global Notes in Canada is being made only on a
private placement basis exempt from the requirement that we prepare and file a
prospectus with the securities regulatory authorities in each province where
trades of 5.75% Global Notes are made. Any resale of the 5.75% Global Notes in
Canada must be made under applicable securities laws, which will vary depending
on the relevant jurisdiction, and which may require resales to be made under
available statutory exemptions or under a discretionary exemption granted by the
applicable Canadian securities regulatory authority. Purchasers are advised to
seek legal advice prior to any resale of the 5.75% Global Notes.
REPRESENTATIONS OF PURCHASERS
By purchasing the 5.75% Global Notes in Canada and accepting a purchase
confirmation, a purchaser is representing to us and the dealer from whom the
purchase confirmation is received that
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(i) the purchaser is entitled under applicable provincial securities laws to
purchase the 5.75% Global Notes without the benefit of a prospectus qualified
under these securities laws, (ii) where required by law, that the purchaser is
purchasing as principal and not as agent, and (iii) the purchaser has reviewed
the text above under "Resale Restrictions."
RIGHTS OF ACTION (ONTARIO PURCHASERS)
The securities being offered are those of a foreign issuer and Ontario
purchasers will not receive the contractual right of action prescribed by
Ontario securities law. As a result, Ontario purchasers must rely on other
remedies that may be available, including common law rights of action for
damages or rescission or rights of action under the civil liability provisions
of the U.S. federal securities laws.
ENFORCEMENT OF LEGAL RIGHTS
All of the issuer's directors and officers as well as the experts named in
this prospectus and prospectus supplement may be located outside of Canada and,
as a result, it may not be possible for Canadian purchasers to effect service of
process within Canada upon the issuer or such persons. All or a substantial
portion of the assets of the issuer and such persons may be located outside of
Canada and, as a result, it may not be possible to satisfy a judgment against
the issuer or such persons in Canada or to enforce a judgment obtained in
Canadian courts against such issuer or persons outside of Canada.
TAXATION AND ELIGIBILITY FOR INVESTMENT
Canadian purchasers of 5.75% Global Notes should consult their own legal and
tax advisors with respect to the tax consequences of an investment in the 5.75%
Global Notes in their particular circumstances and about the eligibility of the
5.75% Global Notes for investment by the purchaser under relevant Canadian
legislation.
VALIDITY OF THE 5.75% GLOBAL NOTES
The validity of the 5.75% Global Notes will be passed upon for us by Wilson
Sonsini Goodrich & Rosati, Professional Corporation, 650 Page Mill Road, Palo
Alto, California 94304. The underwriters have been represented by Cravath,
Swaine & Moore, Worldwide Plaza, 825 Eighth Avenue, New York, New York 10019.
EXPERTS
The consolidated financial statements and schedule of Hewlett-Packard
Company at October 31, 2000 and for the year then ended, appearing in
Hewlett-Packard Company's Annual Report on Form 10-K for the year ended
October 31, 2000, have been audited by Ernst &Young LLP, independent auditors,
as set forth in their report thereon included therein and incorporated herein by
reference. Such consolidated financial statements and schedule are incorporated
herein by reference in reliance upon such report given on the authority of such
firm as experts in accounting and auditing.
The consolidated financial statements and schedule of Hewlett-Packard
Company as of October 31, 1999 and for each of the two years ended October 31,
1999 incorporated in this prospectus supplement by reference to the Annual
Report on Form 10-K for the year ended October 31, 2000, have been so
incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
The consolidated financial statements of Compaq Computer Corporation at
December 31, 2000 and for the year then ended, appearing in Hewlett-Packard
Company's Current Report on Form 8-K dated November 29, 2001, have been audited
by Ernst & Young LLP, independent auditors, as set forth
S-25
in their report thereon included therein and incorporated herein by reference.
Such consolidated financial statements are incorporated herein by reference in
reliance upon such report given on the authority of such firm as experts in
accounting and auditing.
The consolidated financial statements of Compaq Computer Corporation as of
December 31, 1999 and for each of the two years ended December 31, 1999
incorporated in this prospectus supplement by reference to Hewlett-Packard
Company's Current Report on Form 8-K dated November 29, 2001, have been so
incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
GENERAL INFORMATION
Application has been made to list the 5.75% Global Notes on The Luxembourg
Stock Exchange. In connection with the listing application, the Certificate of
Incorporation and the By-Laws of Hewlett-Packard and a legal notice relating to
the issuance of the 5.75% Global Notes will be deposited prior to listing with
the GREFFIER EN CHEF DU TRIBUNAL D'ARRONDISSEMENT DE ET A LUXEMBOURG, where
copies thereof may be obtained upon request. Copies of the above documents
together with this prospectus supplement, the accompanying prospectus, the
indenture and our Annual Report on Form 10-K for the fiscal year ended
October 31, 2000, as well as all other documents incorporated by reference
herein, including future Annual Reports on Form 10-K and Quarterly Reports on
Form 10-Q, so long as the 5.75% Global Notes are listed on the Luxembourg Stock
Exchange, will be made available for inspection, and may be obtained free of
charge, at the main office of Banque Internationale a Luxembourg. Banque
Internationale a Luxembourg will act as a contact between us and the Luxembourg
Stock Exchange or the holders of the 5.75% Global Notes.
Other than as disclosed or contemplated herein or in the documents
incorporated by reference, to the best of our knowledge and belief, we are not a
party to any legal or arbitration proceedings (including any that are pending or
threatened) that are material in the context of issuance of the 5.75% Global
Notes.
Resolutions relating to the issue and sale of the 5.75% Global Notes were
adopted by the Executive Committee of the Board of Directors of Hewlett-Packard
on February 11, 2000 and by written consent of the Debt Subcommittee of
Hewlett-Packard on December 3, 2001.
The 5.75% Global Notes have been accepted for clearance through Euroclear
and Clearstream Luxembourg. The 5.75% Global Notes have been assigned CUSIP
No. 428236 AE 3, ISIN No. US428236AE37 and Common Code No. 14013199.
All documents filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 prior to the termination of the offering of
the securities made hereby shall be deemed to be incorporated by reference into
this prospectus supplement and the accompanying prospectus and to be a part
hereof, and information that we file later with the Commission will
automatically update and supersede this information.
Any statement contained in a document incorporated or deemed to be
incorporated by reference in this prospectus and prospectus supplement shall be
deemed to be modified or superseded for purposes hereof to the extent that a
statement contained in this prospectus and prospectus supplement (or in any
other subsequently filed document that is or is deemed to be incorporated by
reference herein) modifies or supersedes such previous statement. Any statement
so modified or superseded shall not be deemed to constitute a part of this
prospectus and prospectus supplement except as so modified or superseded.
Our common stock is listed on The New York Stock Exchange under the symbol
"HWP." On November 30, 2001, the last reported sale price of our common stock on
The New York Stock Exchange was $21.99 per share.
S-26
PRINCIPAL SUBSIDIARIES
Our principal subsidiaries as of October 31, 2001 are listed below.
Hewlett-Packard owns 100% of the voting securities of each of the following:
STATE OR COUNTRY OF
INCORPORATION OR
NAME OF SUBSIDIARY ORGANIZATION
------------------------------------------------------------ --------------------
Bombini Investment N.V...................................... Curacao
Hanover Asia Pacific Investments Ltd........................ Mauritius
Hewlett-Packard Australia Ltd............................... Australia
Hewlett-Packard Australia Group Holdings Pty Ltd............ Australia
Hewlett-Packard Australia Holdings Pty Ltd.................. Australia
Hewlett-Packard Brasil S.A.................................. Brazil
Hewlett-Packard Caribe Ltd.................................. Cayman Islands
Hewlett-Packard (China) Investment Ltd...................... China
Hewlett-Packard Computadores Ltd............................ Brazil
Hewlett-Packard Computer Products (Shanghai) Co., Ltd....... China
Hewlett-Packard Coordination Center SC...................... Belgium
Hewlett-Packard Delaware, Inc............................... Delaware
Hewlett-Packard Europe B.V.................................. The Netherlands
Hewlett-Packard Espanola, S.A............................... Spain
Hewlett-Packard Far East Pte. Ltd........................... Singapore
Hewlett-Packard Finance Company............................. California
Hewlett-Packard France...................................... France
Hewlett-Packard France Capital.............................. France
Hewlett-Packard Global Holdings B.V......................... The Netherlands
Hewlett-Packard GmbH........................................ Germany
Hewlett-Packard Holding Iberia, S.L......................... Spain
Hewlett-Packard Holding GmbH................................ Germany
Hewlett-Packard (India) Software Operation Pte. Ltd......... India
Hewlett-Packard Ireland (Holdings) Ltd...................... Ireland
Hewlett-Packard Japan, Ltd.................................. Japan
Hewlett-Packard Ltd......................................... U.K.
Hewlett-Packard Leman Sarl.................................. Switzerland
Hewlett-Packard de Mexico S.A. de C.V....................... Mexico
Hewlett-Packard (Manufacturing) Ltd......................... Ireland
Hewlett-Packard Participacoes S.A........................... Brazil
Hewlett-Packard Puerto Rico................................. California
Hewlett-Packard S.A......................................... Switzerland
Hewlett-Packard Singapore Pte. Ltd.......................... Singapore
Hewlett-Packard Start B.V................................... The Netherlands
Hewlett-Packard United B.V.................................. The Netherlands
Hewlett-Packard World Trade, Inc............................ Delaware
Runway Corporation N.V...................................... Curacao
Shanghai Hewlett-Packard Company............................ China
Technologies et Participations S.A.......................... France
S-27
PROSPECTUS
$3,000,000,000
HEWLETT-PACKARD COMPANY
By this prospectus, we may offer --
DEBT SECURITIES
COMMON STOCK
PREFERRED STOCK
DEPOSITARY SHARES
WARRANTS
SEE "RISK FACTORS" ON PAGE 4 FOR INFORMATION YOU SHOULD
CONSIDER BEFORE BUYING THE SECURITIES.
Our common stock is listed on the New York Stock Exchange under the symbol
"HWP." On March 15, 2000, the reported last sale price of our common stock on
the New York Stock Exchange was $132.00 per share.
------------------------
We will provide specific terms of these securities in supplements to this
prospectus. You should read this prospectus and any supplement carefully before
you invest.
------------------------
This prospectus may not be used to offer and sell securities unless accompanied
by a prospectus supplement.
------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
This prospectus is dated March 17, 2000
SUMMARY
This prospectus is part of a Registration Statement on Form S-3 that we
filed with the Securities and Exchange Commission utilizing a "shelf"
registration process. Under this shelf process, we may sell any combination of
securities described in this prospectus in one or more offerings, up to a total
dollar amount of $3,000,000,000. This prospectus provides you with a general
description of the securities we may offer. Each time we sell securities, we
will provide a prospectus supplement that will contain specific information
about the terms of that offering. The prospectus supplement may also add, update
or change information contained in this prospectus. You should read both this
prospectus and any prospectus supplement together with additional information
described below under the heading "Where You Can Find More Information."
HEWLETT-PACKARD COMPANY
We were originally incorporated in California in 1947. In 1998, we were
reincorporated in Delaware. Our principal executive offices are located at 3000
Hanover Street, Palo Alto, California 94304. Our telephone number is (650)
857-1501.
THE SECURITIES WE MAY OFFER
We may offer up to $3,000,000,000 of debt securities, common stock,
preferred stock, depositary shares and warrants. The prospectus supplement will
describe the specific amounts, prices and terms of these securities.
We may sell the securities to or through underwriters, dealers or agents or
directly to purchasers. Our agents and we reserve the sole right to accept and
to reject in whole or in part any proposed purchase of securities. The
prospectus supplement, which we will provide to you each time we offer
securities, will set forth the names of any underwriters, dealers or agents
involved in the sale of the securities and any applicable fee, commission or
discount arrangements with them.
DEBT SECURITIES
We may offer unsecured general obligations in the form of either senior or
subordinated debt. The senior debt securities and the subordinated debt
securities are together referred to in this prospectus as the "debt securities."
The senior debt securities will have the same rank as all of our other
unsecured, unsubordinated debt. The subordinated debt securities will be
entitled to payment only after payment on our senior debt. Senior debt generally
includes all indebtedness for money borrowed by us, except indebtedness that is
stated to be not senior to, or to have the same rank as, or is expressly junior
to the subordinated debt securities.
The senior and subordinated debt will be issued under separate indentures
between Hewlett-Packard and Chase Manhattan Bank and Trust Company, National
Association, as trustee. We have summarized the general features of the debt
from the indentures. We encourage you to read the indentures that are exhibits
to our Registration Statement No. (333-30786) and to read our recent annual
report and quarterly report. Instructions on how you can get copies of these
documents are provided below under the heading "Where You Can Find More
Information."
GENERAL INDENTURE PROVISIONS THAT APPLY TO SENIOR AND SUBORDINATED DEBT
- Neither indenture limits the amount of debt that we may issue or
provides holders any protection should there be a highly leveraged
transaction involving our company.
- The indentures allow us to merge or to consolidate with another U.S.
entity or convey, transfer or lease our properties and assets
substantially as an entirety to another U.S. entity, as long as certain
conditions are met. If these events occur, the other company will be
1
required to assume our responsibilities on the debt, and we will be
released from all liabilities and obligations (except in the case of a
lease).
- The indentures provide that holders of a majority of the total
principal amount of the debt outstanding in any series may request in
writing that we enter into a supplemental indenture with the trustee to
change certain of our obligations or your rights concerning the debt;
but to change the payment of principal, interest or to adversely effect
the right to convert or certain other matters, every holder in that
series must consent.
- We may discharge the indentures and defease restrictive covenants by
depositing sufficient funds with the trustee to pay the obligations
when due, as long as certain conditions are met. The trustee would pay
all amounts due to you on the debt from the deposited funds.
EVENTS OF DEFAULT
Each of the following is an event of default under the indentures:
- Principal not paid when due,
- Failure to make sinking fund payment for 30 days,
- Failure to pay interest for 30 days,
- Covenants not performed for 90 days after notice,
- Bankruptcy, insolvency or reorganization, and
- Any other event of default in the indenture.
REMEDY
Upon an event of default, other than a bankruptcy, insolvency or
reorganization, the trustee or holders of 25% of the principal amount
outstanding in a series may declare the outstanding principal immediately
payable. Under certain circumstances, however, the holders of a majority in
principal amount may rescind this action.
GENERAL INDENTURE PROVISIONS THAT APPLY ONLY TO SENIOR DEBT SECURITIES
The indenture relating to the senior debt securities contains covenants
restricting our ability to incur liens and enter into sale and lease-back
transactions.
GENERAL INDENTURE PROVISIONS THAT APPLY ONLY TO SUBORDINATED DEBT SECURITIES
The subordinated debt securities will be subordinated to all senior debt.
COMMON STOCK
We may issue our common stock, par value $0.01 per share. Holders of common
stock are entitled to receive dividends declared by our board of directors or an
authorized committee of our board of directors. Currently, we pay a dividend of
$0.16 per share per quarter. Each holder of common stock is entitled to one vote
per share. The holders of common stock have no preemptive rights. Holders of
common stock have cumulative voting rights for the election of our directors in
accordance with our bylaws and Delaware law.
PREFERRED STOCK AND DEPOSITARY SHARES
We may issue our preferred stock, par value $0.01 per share, in one or more
series. Our board of directors, or an authorized committee of our board of
directors, will determine the dividend, voting, conversion and other rights of
the series being offered and the terms and conditions relating to its
2
offering and sale at the time of the offer and sale. We may also issue
fractional shares of preferred stock that will be represented by depositary
shares and depositary receipts.
WARRANTS
We may issue warrants for the purchase of debt securities, preferred stock
or common stock. We may issue warrants independently or together with other
securities.
WHERE YOU CAN FIND MORE INFORMATION
We file reports, proxy statements and other information with the Securities
and Exchange Commission, in accordance with the Securities Exchange Act of 1934,
as amended. You may read and copy our reports, proxy statements and other
information filed by us at the public reference facilities of the Securities and
Exchange Commission at the Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C., 20549. Please call the Commission at 1-800-SEC-0330 for
further information about the public reference rooms. Our reports, proxy
statements and other information filed with the Commission are available to the
public over the Internet at the Commission's World Wide Web site at
http://www.sec.gov. These materials also may be inspected and copied at the
offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New
York 10005 and the Pacific Exchange, Inc., 301 Pine Street, San Francisco,
California 94104 and 233 South Beaudry Avenue, Los Angeles, California 90012.
The Commission allows us to "incorporate by reference" the information we
filed with it, which means that we can disclose important information by
referring you to our filings with the Commission. The information incorporated
by reference is considered to be a part of this prospectus, and information that
we file later with the Commission will automatically update and supersede this
information. We incorporate by reference the documents listed below and any
future filings made by us with the Commission under Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act until our offering is complete.
- Annual Report on Form 10-K for the fiscal year ended October 31, 1999.
- Quarterly Report on Form 10-Q for the fiscal quarter ended January 31,
2000.
- The description of our common stock contained in our registration
statement on Form 8-A filed with the Securities and Exchange Commission
on or about November 6, 1957, and any amendment or report filed for the
purpose of updating this description.
We will provide to each person who so requests, including any beneficial
owner to whom a prospectus is delivered, a copy of these filings. You may
request a copy of these filings, at no cost, by writing or telephoning us at the
following address:
Investor Relations Department
Hewlett-Packard Company
3000 Hanover Street
Palo Alto, California 94304
(650) 857-1501
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not authorized
anyone else to provide you with different information. We are not making an
offer of these securities in any state where the offer is not permitted. You
should not assume the information in this prospectus or any prospectus
supplement is accurate as of any date other than the date on the front of those
documents.
3
RISK FACTORS
Before participating in this offering you should carefully consider the
risks discussed in the section of our Form 10-Q for the fiscal quarter ended
January 31, 2000, entitled "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Factors That Could Affect Future Results,"
which is incorporated in this document by reference.
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges for each of the periods indicated is
as follows:
THREE MONTHS
ENDED
JANUARY 31, FISCAL YEAR ENDED OCTOBER 31,
------------------- ----------------------------------------------------
2000 1999 1999 1998 1997 1996 1995
-------- -------- -------- -------- -------- -------- --------
Ratio of earnings to fixed
charges................... 12.8x 15.4x 13.7x 11.4x 12.1x 7.8x 11.0x
These computations include our consolidated subsidiaries included in
continuing operations and us. For these ratios, "earnings" represents earnings
from continuing operations before taxes, adjusted for minority interest in
income of subsidiaries with fixed charges and undistributed earnings or loss of
equity investees, plus fixed charges from continuing operations. Fixed charges
consist of:
- interest expense on all indebtedness,
- amortization of debt discounts or premiums, and
- a reasonable approximation of the interest factor deemed to be included in
rental expense.
USE OF PROCEEDS
Unless otherwise indicated in the prospectus supplement, the net proceeds
from the sale of securities offered by this prospectus will be used for general
corporate purposes, which may include repayment of existing indebtedness,
acquisitions of products, technology and businesses, capital expenditures and to
meet working capital needs. Pending such uses, we will invest the net proceeds
in interest-bearing securities.
4
DESCRIPTION OF THE DEBT SECURITIES
The debt securities will either be our senior debt securities or our
subordinated debt securities. The debt securities will be issued under one or
more separate indentures between us and Chase Manhattan Bank and Trust Company,
National Association, as trustee. Senior debt securities will be issued under a
senior indenture and subordinated debt securities will be issued under a
subordinated indenture. Together, the senior indenture and subordinated
indenture are called indentures. The prospectus, together with its prospectus
supplement, will describe all the material terms of a particular series of debt
securities.
The following is a summary of the most important provisions and definitions
of the indentures. For additional information, you should look at the applicable
indenture that is filed as an exhibit to the registration statement, which
includes the prospectus. In this description of the debt securities, the words
"Hewlett-Packard," "we," "us" or "our" refer only to Hewlett-Packard Company and
not to any of our subsidiaries.
GENERAL
Debt securities may be issued in separate series without limitation as to
aggregate principal amount. We may specify a maximum aggregate principal amount
for the debt securities of any series. We are not limited as to the amount of
debt securities we may issue under the indentures. Unless otherwise provided in
a prospectus supplement, a series of debt securities may be reopened for
issuance of additional debt securities of such series.
The prospectus supplement will set forth:
- whether the debt securities are senior or subordinated,
- the offering price,
- the title,
- any limit on the aggregate principal amount,
- the person who shall be entitled to receive interest, if other than the
record holder on the record date,
- the date the principal will be payable,
- the interest rate, if any, the date interest will accrue, the interest
payment dates and the regular record dates,
- the interest rate, if any, payable on overdue installments of principal,
premium or interest,
- the place where payments shall be made,
- any mandatory or optional redemption provisions,
- if applicable, the method for determining how principal, premium, if any,
or interest will be calculated by reference to an index or formula,
- if other than U.S. currency, the currency or currency units in which
principal, premium, if any, or interest will be payable and whether we or
the holder may elect payment to be made in a different currency,
- the portion of the principal amount that will be payable upon acceleration
of stated maturity, if other than the entire principal amount,
- if the principal amount payable at stated maturity will not be
determinable as of any date prior to stated maturity, the amount which
will be deemed to be the principal amount,
- any defeasance provisions if different from those described below under
"Satisfaction and Discharge--Defeasance,"
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- any conversion or exchange provisions,
- whether the debt securities will be issuable in the form of a global
security,
- any subordination provisions if different from those described below under
"Subordinated Debt Securities,"
- any paying agents, authenticating agents or security registrars,
- any guarantees on the debt securities,
- any security for any of the debt securities,
- any deletions of, or changes or additions to, the events of default or
covenants, and
- any other specific terms of such debt securities.
Unless otherwise specified in the prospectus supplement:
- the debt securities will be registered debt securities, and
- registered debt securities denominated in U.S. dollars will be issued in
denominations of $1,000 or multiples of $1,000.
Debt securities may be sold at a substantial discount below their stated
principal amount, bearing no interest or interest at a rate which at time of
issuance is below market rates.
EXCHANGE AND TRANSFER
Debt securities may be transferred or exchanged at the office of the
security registrar or at the office of any transfer agent designated by us. We
will not impose a service charge for any transfer or exchange, but we may
require holders to pay any tax or other governmental charges associated with any
transfer or exchange.
In the event of any potential redemption of debt securities of any series,
we will not be required to:
- issue, register the transfer of, or exchange any debt security of that
series during a period beginning at the opening of business 15 days before
the day of mailing of a notice of redemption and ending at the close of
business on the day of the mailing, or
- register the transfer of or exchange any debt security of that series
selected for redemption, in whole or in part, except the unredeemed
portion being redeemed in part.
We have initially appointed the trustee as the security registrar. Any
transfer agent, in addition to the security registrar, initially designated by
us will be named in the prospectus supplement. We may designate additional
transfer agents, change transfer agents or change the office of the transfer
agent, change any security registrar or act as security registrar. However, we
will be required to maintain a transfer agent in each place of payment for the
debt securities of each series.
GLOBAL SECURITIES
The debt securities of any series may be represented, in whole or in part,
by one or more global securities. Each global security will:
- be registered in the name of a depositary that we will identify in a
prospectus supplement,
- be deposited with the depositary or nominee or custodian, and
- bear any required legends.
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No global security may be exchanged in whole or in part for debt securities
registered in the name of any person other than the depositary or any nominee
unless:
- the depositary has notified us that it is unwilling or unable to continue
as depositary or has ceased to be qualified to act as depositary,
- an event of default is continuing, or
- any other circumstances described in a prospectus supplement.
As long as the depositary, or its nominee, is the registered owner of a
global security, the depositary or nominee will be considered the sole owner and
holder of the debt securities represented by the global security for all
purposes under the indenture. Except in the above limited circumstances, owners
of beneficial interests in a global security will not be:
- entitled to have the debt securities registered in their names,
- entitled to physical delivery of certificated debt securities, and
- considered to be holders of those debt securities under the indenture.
Payments on a global security will be made to the depositary or its nominee
as the holder of the global security. Some jurisdictions have laws that require
that certain purchasers of securities take physical delivery of such securities
in definitive form. These laws may impair the ability to transfer beneficial
interests in a global security.
Institutions that have accounts with the depositary or its nominee are
referred to as "participants." Ownership of beneficial interests in a global
security will be limited to participants and to persons that may hold beneficial
interests through participants. The depositary will credit, on its book-entry
registration and transfer system, the respective principal amounts of debt
securities represented by the global security to the accounts of its
participants.
Ownership of beneficial interests in a global security will be shown on and
effected through records maintained by the depositary, with respect to
participants' interests, or any participant, with respect to interests of
persons held by participants on their behalf.
Payments, transfers and exchanges relating to beneficial interests in a
global security will be subject to policies and procedures of the depositary.
The depositary policies and procedures may change from time to time. Neither the
trustee nor we will have any responsibility or liability for the depositary's or
any participant's records with respect to beneficial interests in a global
security.
PAYMENT AND PAYING AGENTS
The provisions of this paragraph will apply to the debt securities unless
otherwise indicated in the prospectus supplement. Payment of interest on a debt
security on any interest payment date will be made to the person in whose name
the debt security is registered at the close of business on the regular record
date. Payment on debt securities of a particular series will be payable at the
office of a paying agent or paying agents designated by us. However, at our
option, we may pay interest by mailing a check to the record holder. The
corporate trust office will be designated as our sole paying agent.
We may also name any other paying agents in the prospectus supplement. We
may designate additional paying agents, change paying agents or change the
office of any paying agent. However, we will be required to maintain a paying
agent in each place of payment for the debt securities of a particular series.
All moneys paid by us to a paying agent for payment on any debt security
which remain unclaimed for a period ending the earlier of:
- 10 business days prior to the date the money would be turned over to the
state, or
- at the end of two years after the payment was due will be repaid to us.
Thereafter, the holder may look only to us for such payment.
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CONSOLIDATION, MERGER AND SALE OF ASSETS
We may not consolidate with or merge into any other person, in a transaction
in which we are not the surviving corporation, or convey, transfer or lease its
properties and assets substantially as an entirety to, any person, unless:
- the successor, if any, is a U.S. corporation, limited liability company,
partnership, trust or other entity,
- the successor assumes our obligations on the debt securities and under the
indentures,
- immediately after giving effect to the transaction, no default or event of
default shall have occurred and be continuing, and
- certain other conditions are met.
EVENTS OF DEFAULT
Each indenture defines an event of default with respect to any series of
debt securities as one or more of the following events:
(1) failure to pay principal of or any premium on any debt security of that
series when due,
(2) failure to pay any interest on any debt security of that series for 30
days when due,
(3) failure to make any sinking fund payment for 30 days when due,
(4) failure to perform any other covenant in the indenture that continues
for 90 days after we are given the notice required in the indenture,
(5) our bankruptcy, insolvency or reorganization, and
(6) any other event of default specified in the prospectus supplement.
An event of default of one series of debt securities is not necessarily an
event of default for any other series of debt securities.
If an event of default, other than an event of default described in clause
(5) above, shall occur and be continuing, either the trustee or the holders of
at least 25% in aggregate principal amount of the outstanding securities of that
series may declare the principal amount of the debt securities of that series to
be due and payable immediately. If an event of default described in clause (5)
above shall occur, the principal amount of all the debt securities of that
series will automatically become immediately due and payable. Any payment by us
on the subordinated debt securities following any acceleration will be subject
to the subordination provisions described below under "Subordinated Debt
Securities."
After acceleration the holders of a majority in aggregate principal amount
of the outstanding securities of that series, under certain circumstances, may
rescind and annul such acceleration if all events of default, other than the
non-payment of accelerated principal, or other specified amount, have been cured
or waived.
Other than the duty to act with the required care during an event of
default, the trustee will not be obligated to exercise any of its rights or
powers at the request of the holders unless the holders shall have offered to
the trustee reasonable indemnity. Generally, the holders of a majority in
aggregate principal amount of the outstanding debt securities of any series will
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the trustee or exercising any trust or power
conferred on the trustee.
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A holder will not have any right to institute any proceeding under the
indentures, or for the appointment of a receiver or a trustee, or for any other
remedy under the indentures, unless:
(1) the holder has previously given to the trustee written notice of a
continuing event of default with respect to the debt securities of that
series,
(2) the holders of at least 25% in aggregate principal amount of the
outstanding debt securities of that series have made a written request
and have offered reasonable indemnity to the trustee to institute the
proceeding, and
(3) the trustee has failed to institute the proceeding and has not received
direction inconsistent with the original request from the holders of a
majority in aggregate principal amount of the outstanding debt securities
of that series within 60 days after the original request.
Holders may, however, sue to enforce the payment of principal, premium or
interest on or after the due date without following the procedures listed in (1)
through (3) above.
We will furnish the trustee an annual statement by our officers as to
whether or not we are in default in the performance of the indenture and, if so,
specifying all known defaults.
MODIFICATION AND WAIVER
The trustee and we may make modifications and amendments to the indentures
with the consent of the holders of a majority in aggregate principal amount of
the outstanding securities of each series affected by the modification or
amendment. We may also make modifications and amendments to the indentures for
the benefit of the holders, without their consent, for certain purposes
including, but not limited to:
- providing for a successor of our company to assume the covenants under the
indenture,
- adding covenants or events of default,
- making certain changes to facilitate the issuance of the securities,
- securing the securities,
- providing for a successor trustee,
- curing any ambiguities or inconsistencies,
- permitting or facilitating the defeasance and discharge of the securities,
and
- other changes specified in the indenture.
However, neither we nor the trustee may make any modification or amendment
without the consent of the holder of each outstanding security of that series
affected by the modification or amendment if such modification or amendment
would:
- change the stated maturity of any debt security,
- reduce the principal, premium, if any, or interest on any debt security,
- reduce the principal of an original issue discount security or any other
debt security payable on acceleration of maturity,
- change the place of payment or the currency in which any debt security is
payable,
- impair the right to sue for any payment after the stated maturity or
redemption date,
- if subordinated debt securities, modify the subordination provisions in a
materially adverse manner to the holders of subordinated debt securities,
- adversely affect the right to convert any debt security, or
- change the provisions in the indenture that relate to modifying or
amending the indenture.
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SATISFACTION AND DISCHARGE; DEFEASANCE
We may be discharged from our obligations on the debt securities of any
series if we deposit enough money with the trustee to pay all the principal,
interest and any premium due to the stated maturity date or redemption date of
the debt securities.
Each indenture contains a provision that permits us to elect either or both
of the following:
- to be discharged from all of our obligations, subject to limited
exceptions, with respect to any series of debt securities then
outstanding; and
- to be released from our obligations under the following covenants and from
the consequences of an event of default resulting from a breach of these
and a number of other covenants:
(1) the limitations on sale and lease-back transactions under the senior
indenture,
(2) the limitations on secured debt under the senior indenture,
(3) covenants as to payment of taxes and maintenance of properties, and
(4) the subordination provisions under the subordinated indenture.
To make either of the above elections, we must deposit in trust with the
trustee enough money to pay in full the principal, interest and premium on the
debt securities. This amount may be made in cash and/or U.S. government
obligations. As a condition to either of the above elections, we must deliver to
the trustee an opinion of counsel that the holders of the debt securities will
not recognize income, gain or loss for Federal income tax purposes as a result
of the action.
If any of the above events occur, the holders of the debt securities of the
series will not be entitled to the benefits of the indenture, except for
registration of transfer and exchange of debt securities, replacement of lost,
stolen or mutilated debt securities and, if applicable, conversion and exchange
of debt securities.
NOTICES
Notices to holders will be given by mail to the addresses of the holders in
the security register.
GOVERNING LAW
The indentures and the debt securities will be governed by, and construed
under, the law of the State of New York, without regard to conflicts of laws
principles.
REGARDING THE TRUSTEE
The indentures limit the right of the trustee, if it becomes our creditor,
to obtain payment of claims or secure its claims.
The trustee is permitted to engage in certain other transactions. If the
trustee acquires any conflicting interest, however, and there is a default under
the debt securities of any series for which they are trustee, the trustee must
eliminate the conflict or resign.
SENIOR DEBT SECURITIES
The senior debt securities will be unsecured, unless we elect otherwise, and
will rank equally with all of our other unsecured and non-subordinated senior
debt.
COVENANTS IN THE SENIOR INDENTURE
LIMITATIONS ON LIENS. Neither we nor any restricted subsidiary will issue,
incur, create, assume or guarantee any secured debt without securing the senior
debt securities equally and ratably with or prior to that secured debt unless
the total amount of all secured debt with which the senior debt securities
10
are not secured equally and ratably would not exceed the greater of $500 million
or 10% of our consolidated net tangible assets.
LIMITATIONS ON SALE AND LEASE-BACK TRANSACTIONS. Subject to the last
paragraph of this Section, neither we nor any restricted subsidiary will enter
into any lease longer than three years covering any of our principal property or
any restricted subsidiary that is sold to any other person in connection with
that lease unless either:
(1) we or any restricted subsidiary would be entitled to incur indebtedness
secured by a mortgage on the principal property involved in such transaction at
least equal in amount to the attributable debt with respect to the lease,
without equally and ratably securing the senior debt securities, pursuant to
"Limitation on Liens" described above, or
(2) an amount equal to the greater of the following amounts is applied
within 180 days to the retirement of our or any restricted subsidiary's
long-term debt or the purchase or development of comparable property:
- the net proceeds from the sale,
- the attributable debt with respect to the sale and lease-back transaction.
However, either we or our restricted subsidiaries would be able to enter
into a sale and lease-back transaction without being required to apply to net
proceeds from this sale and lease-back transaction as required by (2) above if
the sum of the following amounts would not exceed the greater of $500 million or
10% of our consolidated net tangible assets:
- the total amount of the sale and lease-back transactions, and
- the total amount of secured debt.
DEFINITIONS RELATING TO THE SENIOR DEBT SECURITIES
"attributable debt" with regard to a sale and lease-back transaction means
the lesser of:
(1) the fair market value of such property as determined in good faith by
our board of directors, or
(2) discounted present value of all net rentals under the lease.
"consolidated net tangible assets" means total assets, less reserves, after
deducting:
(1) total current liabilities, excluding:
- notes and loans payable,
- current maturities of long-term debt,
- current maturities of capital leases, and
(2) certain intangible assets, to the extent included in total assets.
"mortgage" means a mortgage, security interest, pledge, lien, charge or
other encumbrance.
"nonrecourse obligation" means indebtedness substantially related to:
- the acquisition of assets not previously owned by us or any restricted
subsidiary, or
- the financing of any project involving the development of our or any of
our restricted subsidiary's property in which the only recourse is to the
assets acquired with the proceeds of the transaction or the project
financed with the proceeds of the transaction.
"principal property" means the land, improvements, buildings and fixtures
owned by us or a restricted subsidiary located in the United States that
constitutes our principal corporate office, any manufacturing plant or any
manufacturing facility and has a book value in excess of .75% of our
consolidated net tangible assets as of the determination date. Principal
property does not include any
11
property that our board of directors has determined not to be of material
importance to the business conducted by our subsidiaries and us, taken as a
whole.
"restricted subsidiary" means any subsidiary that owns any principal
property, but does not include:
- any subsidiary primarily engaged in financing receivables or in the
finance business, or
- any of our less than 80%-owned subsidiaries if the common stock of the
subsidiary is traded on any national securities exchange or quoted on the
Nasdaq National Market or in the over-the-counter markets.
"secured debt" means any of our debt or any debt of a restricted subsidiary
for borrowed money secured by a mortgage on any principal property or any stock
or indebtedness of a restricted subsidiary. Secured debt does not include:
- mortgages on property existing at the time of acquisition of the property
by us or any subsidiary, whether or not assumed,
- mortgages on property, shares of stock or indebtedness or other assets of
a corporation existing at the time it becomes a restricted subsidiary,
- mortgages on property, shares of stock or indebtedness or other assets
existing at the time of acquisition by us or a restricted subsidiary of
ours (including leases), or mortgages to secure payment of all or any part
of the purchase price, or to secure any debt within 12 months after the
acquisition thereof, or in the case of property, the completion of
construction, improvement or commencement of substantial commercial
operation of the property,
- mortgages to secure indebtedness owing to us or to a restricted
subsidiary,
- mortgages existing at the date of the senior indenture,
- mortgages on property existing at the time the person is merged or
consolidated with us or a restricted subsidiary,
- mortgages on property at the time of a sale or lease of the properties of
a person as an entirety or substantially as an entirety to us or a
restricted subsidiary,
- mortgages incurred to finance the acquisition or construction of property
secured by mortgages in favor of the United States or a political
subdivision of the Unites States,
- mortgages for taxes, assessments or other governmental charges not yet due
or payable without penalty that are being contested by us or a restricted
subsidiary, and for which we have adequately reserved,
- mortgages incurred in connection with an asset acquisition or a project
financed with a non-recourse obligation, or
- mortgages for materialmen's, mechanics', workmen's, repairmen's,
landlord's mortgages for rent or other similar mortgages arising in the
ordinary course of business in respect of obligations which are not
overdue or which are being contested by us or any restricted subsidiary in
good faith and by appropriate proceedings,
- mortgages consisting of zoning restrictions, licenses, easements and
restrictions on the use of real property and minor irregularities that do
not materially impair the use of the real property,
- mortgages constituting any extension, renewal or replacement of any
mortgage listed above to the extent the mortgage is not increased.
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SUBORDINATED DEBT SECURITIES
The subordinated debt securities are subordinated in right of payment to the
prior payment in full of all senior debt, including any senior debt securities.
In the event of any dissolution, winding up, liquidation or reorganization of
us, the holders of senior debt shall be entitled to receive payment in full
before holders of subordinated debt securities shall be entitled to receive any
payment or distribution on any subordinated debt securities.
In the event of insolvency, upon any distribution of our assets:
- holders of subordinated debt securities are required to pay over their
share of such distribution to the trustee in bankruptcy, receiver or
other person distributing the assets of the Company to pay all senior
debt remaining to the extent necessary to pay all holders of senior
debt in full, and
- our unsecured creditors who are not holders of subordinated debt
securities or holders of senior debt may recover less, ratably, than
holders of senior debt and may recover more, ratably, than the holders
of subordinated debt securities.
DEFINITIONS RELATING TO SUBORDINATED DEBT SECURITIES
"senior debt" means the principal, premium, if any, and unpaid interest on:
- our indebtedness for borrowed money,
- our obligations evidenced by bonds, debentures, notes or similar
instruments,
- our obligations under any interest rate swaps, caps, collars, options, and
similar arrangements,
- our obligations under any foreign exchange contract, currency swap
contract, futures contract, currency option contract, or other foreign
currency hedge arrangements,
- our obligations under any credit swaps, caps, floors, collars and similar
arrangements,
- indebtedness incurred, assumed or guaranteed by us in connection with the
acquisition by us or any of our subsidiaries of any business, properties
or assets, except purchase-money indebtedness classified as accounts
payable under generally accepted accounting principles,
- our obligations as lessee under leases required to be capitalized on the
balance sheet in conformity with generally accepted accounting principles,
- all obligations under any lease or related document, including a purchase
agreement, in connection with the lease of real property which provides
that we are contractually obligated to purchase or cause a third party to
purchase the leased property and thereby guarantee a minimum residual
value of the leased property to the lessor and our obligations under such
lease or related document to purchase or to cause a third party to
purchase such leased property,
- our reimbursement obligations in respect of letters of credit relating to
indebtedness or our other obligations that qualify as indebtedness or
obligations of the kind referred to above, and
- our obligations under direct or indirect guaranties in respect of, and
obligations to purchase or otherwise acquire, or otherwise to assure a
creditor against loss in respect of, indebtedness or obligations of others
of the kinds referred to above.
However, senior debt shall not include any indebtedness or obligation that
provides that such indebtedness or obligation is not superior in right of
payment to the subordinated debt securities or provides that such indebtedness
is subordinate to our other indebtedness and obligations.
The subordinated debt securities are effectively subordinated to all
existing and future liabilities of our subsidiaries. Any right we have to
participate in any distribution of the assets of any of our subsidiaries upon
their liquidation, reorganization or insolvency, and the consequent right of
holders of senior debt securities to participate in those assets, will be
subject to the claims of the creditors of such subsidiary. In addition, any
claim we may have as a creditor would still be subordinate to any security
interest in the assets of such subsidiary and any indebtedness of such
subsidiary senior to that held by us.
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DESCRIPTION OF COMMON STOCK
Our certificate of incorporation authorizes us to issue up to 4,800,000,000
shares of common stock. As of January 31, 2000 there were approximately
1,000,112,000 shares of common stock outstanding.
The holders of common stock are entitled to one vote per share on all
matters to be voted upon by the stockholders. The holders of common stock have
cumulative voting rights for the election of our directors in accordance with
our bylaws and Delaware law. Subject to preferences applicable to any
outstanding preferred stock, the holders of common stock are entitled to receive
ratably such dividends as may be declared from time to time by the board of
directors out of funds legally available for distribution, and, in the event of
our liquidation, dissolution or winding up, the holders of common stock are
entitled to share in all assets remaining after payment of liabilities. The
common stock has no preemptive or conversion rights and is not subject to
further calls or assessments by us. There are no redemption or sinking fund
provisions available to the common stock. The common stock currently outstanding
is validly issued, fully paid and nonassessable.
The transfer agent and registrar for the common stock is Harris Trust and
Savings Bank.
ANTI-TAKEOVER EFFECTS OF DELAWARE LAW
We are subject to the provisions of Section 203 of the Delaware General
Corporation Law, which, subject to certain exceptions, prohibits a Delaware
corporation from engaging in any business combination with any interested
stockholder for a period of three years following the time that such stockholder
became an interested stockholder, unless:
(1) prior to such time, the board of directors of the corporation approved
either the business combination or the transaction that resulted in the
stockholder's becoming an interested stockholder,
(2) upon consummation of the transaction that resulted in the stockholder's
becoming an interested stockholder, the interested stockholder owned at
least 85% of the voting stock of the corporation outstanding at the time
the transaction commenced, excluding for purposes of determining the
number of shares outstanding those shares owned:
- by persons who are directors and also officers, and
- by employee stock plans in which employee participants do not have the
right to determine confidentially whether shares held subject to the
plan will be tendered in a tender or exchange offer, or
(3) at or subsequent to such time, the business combination is approved by
the board of directors and authorized at an annual or special meeting of
the stockholders, and not by written consent, by the affirmative vote of
at least 66 2/3% of the outstanding voting stock that is not owned by the
interested stockholder.
Section 203 defines "business combination" to include:
(1) any merger or consolidation involving the corporation and the interested
stockholder,
(2) any sale, transfer, pledge or other disposition of 10% or more of the
assets of the corporation involving the interested stockholder,
(3) subject to certain exceptions, any transaction that results in the
issuance or transfer by the corporation of any stock of the corporation
to the interested stockholder,
(4) any transaction involving the corporation that has the effect of
increasing the proportionate share of the stock of any class or series of
the corporation beneficially owned by the interested stockholder, or
14
(5) the receipt by the interested stockholder of the benefit of any loans,
advances, guarantees, pledges or other financial benefits provided by or
through the corporation.
In general, Section 203 defines an "interested stockholder" as any entity or
person who or which beneficially owns (or within three years did own) 15% or
more of the outstanding voting stock of the corporation and any entity or person
affiliated with or controlling or controlled by such entity or person.
The existence of this provision would be expected to have an anti-takeover
effect with respect to transactions not approved in advance by our board of
directors, including discouraging attempts that might result in a premium over
the market price for the shares of common stock held by stockholders.
DESCRIPTION OF PREFERRED STOCK
Our certificate of incorporation authorizes us to issue up to 300,000,000
shares of preferred stock in one or more series. As of January 31, 2000, we did
not have any outstanding shares of preferred stock or options to purchase
preferred stock. Our board of directors, however, has the authority without
shareholder consent, subject to certain limitations imposed by law or our
bylaws, to issue one or more series of preferred stock at any time. The rights,
preferences and restrictions of the preferred stock of each series will be fixed
by the certificate of designation relating to each series. A prospectus
supplement relating to each such series will specify the terms of the preferred
stock as determined by our board of directors, including the following:
- the number of shares in any series,
- the designation for any series by number, letter or title that shall
distinguish the series from any other series of preferred stock,
- the dividend rate and whether dividends on that series of preferred stock
will be cumulative, noncumulative or partially cumulative,
- the voting rights of that series of preferred stock, if any,
- any conversion provisions applicable to that series of preferred stock,
- any redemption or sinking fund provisions applicable to that series of
preferred stock,
- the liquidation preference per share of that series of preferred stock, if
any, and
- the terms of any other preferences or rights, if any, applicable to that
series of preferred stock.
We will describe the specific terms of a particular series of preferred
stock in the prospectus supplement relating to that series. The description of
preferred stock above and the description of the terms of a particular series of
preferred stock in the related prospectus supplement will not be complete. You
should refer to the certificate of designation for complete information. The
prospectus supplement will also contain a description of certain U.S. federal
income tax consequences relating to the preferred stock.
Although it has no present intention to do so, our board of directors,
without stockholder approval, may issue preferred stock with voting and
conversion rights which could adversely affect the voting power of the holders
of common stock. If we issue preferred stock, it may have the effect of
delaying, deferring or preventing a change of control.
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DESCRIPTION OF THE DEPOSITARY SHARES
At our option, we may elect to offer fractional shares of preferred stock,
rather than full shares of preferred stock. If we do, we will issue to the
public receipts for depositary shares and each of these depositary shares will
represent a fraction (to be set forth in the prospectus supplement) of a share
of a particular series of preferred stock. Each owner of a depositary share will
be entitled, in proportion to the applicable fractional interest in shares of
preferred stock underlying that depositary share, to all rights and preferences
of the preferred stock underlying that depositary share. Those rights include
dividend, voting, redemption and liquidation rights.
The shares of preferred stock underlying the depositary shares will be
deposited with a bank or trust company selected by us to act as depositary,
under a deposit agreement between us, the depositary and the holders of the
depositary receipts. The depositary will be the transfer agent, registrar and
dividend disbursing agent for the depositary shares.
The depositary shares will be evidenced by depositary receipts issued
pursuant to the depositary agreement. Holders of depositary receipts agree to be
bound by the deposit agreement, which requires holders to take certain actions
such as filing proof of residence and paying certain charges.
The summary of terms of the depositary shares contained in this prospectus
is not complete. You should refer to the forms of the deposit agreement, our
certificate of incorporation and the certificate of amendment for the applicable
series of preferred stock that are, or will be, filed with the Securities and
Exchange Commission.
DIVIDENDS
The depositary will distribute all cash dividends or other cash
distributions received in respect of the series of preferred stock underlying
the depositary shares to the record holders of depositary receipts in proportion
to the number of depositary shares owned by those holders on the relevant record
date, which will be the same date as the record date for the preferred stock.
In the event of a distribution other than in cash, the depositary will
distribute property received by it to the record holders of depositary receipts
that are entitled to receive the distribution, unless the depositary determines
that it is not feasible to make the distribution. If this occurs, the
depositary, with our approval, may adopt another method for the distribution,
including selling the property and distributing the net proceeds to the holders.
LIQUIDATION PREFERENCE
In the event of our voluntary or involuntary liquidation, dissolution or
winding up, the holders of each depositary share will be entitled to receive the
fraction of the liquidation preference accorded each share of the applicable
series of preferred stock, as set forth in the applicable prospectus supplement.
REDEMPTION
If a series of preferred stock underlying the depositary shares is subject
to redemption, the depositary shares will be redeemed from the proceeds received
by the depositary resulting from the redemption, in whole or in part, of
preferred stock held by the depositary. Whenever we redeem any preferred stock
held by the depositary, the depositary will redeem, as of the same redemption
date, the number of depositary shares representing the preferred stock so
redeemed. The depositary will mail the notice of redemption to the record
holders of the depositary receipts promptly upon receiving the notice from us
and fewer than 35 or more than 60 days, unless otherwise provided in the
applicable prospectus supplement, prior to the date fixed for redemption of the
preferred stock and the depositary shares.
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VOTING
Upon receipt of notice of any meeting at which the holders of preferred
stock are entitled to vote, the depositary will mail the information contained
in the notice of meeting to the record holders of the depositary receipts
underlying the preferred stock. Each record holder of those depositary receipts
on the record date will be entitled to instruct the depositary as to the
exercise of the voting rights pertaining to the amount of preferred stock
underlying that holder's depositary shares. The record date for the depositary
will be the same date as the record date for the preferred stock. The depositary
will try, as far as practicable, to vote the preferred stock underlying the
depositary shares in accordance with such instructions, and we will agree to
take all action which may be deemed necessary by the depositary in order to
enable the depositary to do so. The depositary will not vote the preferred stock
to the extent that it does not receive specific instructions from the holders of
depositary receipts.
WITHDRAWAL OF PREFERRED STOCK
Owners of depositary shares are entitled, upon surrender of depositary
receipts at the principal office of the depositary and payment of any unpaid
amount due to the depositary, to receive the number of whole shares of preferred
stock underlying the depositary shares. Partial shares of preferred stock will
not be issued. Holders of preferred stock will not be entitled to deposit the
shares under the deposit agreement or to receive depositary receipts evidencing
depositary shares for the preferred stock.
AMENDMENT AND TERMINATION OF DEPOSIT AGREEMENT
The form of depositary receipt evidencing the depositary shares and any
provision of the deposit agreement may be amended at any time and from time to
time by agreement between us and the depositary. However, any amendment which
materially and adversely alters the rights of the holders of depositary shares,
other than fee changes, will not be effective unless the amendment has been
approved by at least a majority of the depositary shares then outstanding. The
deposit agreement may be terminated by the depositary or us only if:
- all outstanding depositary shares have been redeemed, or
- there has been a final distribution in respect of the preferred stock in
connection with our dissolution and such distribution has been made to all
the holders of depositary shares.
CHARGES OF DEPOSITARY
We will pay all transfer and other taxes and governmental charges arising
solely from the existence of the depositary arrangements. We will also pay
charges of the depositary in connection with the initial deposit of the
preferred stock and the initial issuance of the depositary shares, any
redemption of the preferred stock and all withdrawals of preferred stock by
owners of depositary shares. Holders of depositary receipts will pay transfer,
income and other taxes and governmental charges and other specified charges as
provided in the deposit agreement to be for their accounts. The depositary may
refuse to transfer depositary shares, withhold dividends and distributions and
sell the depositary shares evidenced by the depositary receipt if the charges
are not paid.
MISCELLANEOUS
The depositary will forward to the holders of depositary receipts all
reports and communications we deliver to the depositary that we are required to
furnish to the holders of the preferred stock. In addition, the depositary will
make available for inspection by holders of depositary receipts at the principal
office of the depositary, and at such other places as it may from time to time
deem advisable, any reports and communications we deliver to the depositary as
the holder of preferred stock.
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Neither the depositary nor we will be liable if either of us is prevented or
delayed by law or any circumstance beyond our control in performing our
respective obligations under the deposit agreement. Our obligations and those of
the depositary will be limited to performance in good faith of our respective
duties under the deposit agreement. Neither the depositary nor we will be
obligated to prosecute or defend any legal proceeding in respect of any
depositary shares or preferred stock unless satisfactory indemnity is furnished.
We and the depositary may rely on written advice of counsel or accountants, on
information provided by holders of depositary receipts or other persons believed
in good faith to be competent to give such information and on documents believed
to be genuine and to have been signed or presented by the proper party or
parties.
RESIGNATION AND REMOVAL OF DEPOSITARY
The depositary may resign at any time by delivering a notice to us of its
election to do so. We may remove the depositary at any time. Any such
resignation or removal will take effect upon the appointment of a successor
depositary and its acceptance of such appointment. The successor depositary must
be appointed within 60 days after delivery of the notice for resignation or
removal and must be a bank or trust company having its principal office in the
United States of America and having a combined capital and surplus of at least
$150,000,000.
FEDERAL INCOME TAX CONSEQUENCES
Owners of the depositary shares will be treated for Federal income tax
purposes as if they were owners of the preferred stock underlying the depositary
shares. As a result, owners will be entitled to take into account for Federal
income tax purposes income and deductions to which they would be entitled if
they were holders of such preferred stock. No gain or loss will be recognized
for Federal income tax purposes upon the withdrawal of preferred stock in
exchange for depositary shares. The tax basis of each share of preferred stock
to an exchanging owner of depositary shares will be, upon such exchange, the
same as the aggregate tax basis of the depositary shares exchanged. The holding
period for preferred stock in the hands of an exchanging owner of depositary
shares will include the period during which such person owned such depositary
shares.
DESCRIPTION OF THE WARRANTS
GENERAL
We may issue warrants for the purchase of debt securities, preferred stock
or common stock. Warrants may be issued independently or together with debt
securities, preferred stock or common stock and may be attached to or separate
from any offered securities. Each series of warrants will be issued under a
separate warrant agreement to be entered into between us and a bank or trust
company, as warrant agent. The warrant agent will act solely as our agent in
connection with the warrants and will not have any obligation or relationship of
agency or trust for or with any holders or beneficial owners of warrants. This
summary of certain provisions of the warrants is not complete. For the complete
terms of the warrant agreement, you should refer to the provisions of the
warrant agreement that will be filed with the Securities and Exchange Commission
in connection with the offering of warrants.
DEBT WARRANTS
The prospectus supplement relating to a particular issue of warrants to
issue debt securities will describe the terms of the debt warrants, including
the following:
- the title of the debt warrants,
- the offering price for the debt warrants, if any,
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- the aggregate number of the debt warrants,
- the designation and terms of the debt securities purchasable upon exercise
of the debt warrants,
- if applicable, the designation and terms of the debt securities that the
debt warrants are issued with and the number of debt warrants issued with
each debt security,
- if applicable, the date from and after which the debt warrants and any
debt securities issued with them will be separately transferable,
- the principal amount of debt securities that may be purchased upon
exercise of a debt warrant and the price at which the debt securities may
be purchased upon exercise, which may be payable in cash, securities or
other property,
- the dates on which the right to exercise the debt warrants will commence
and expire,
- if applicable, the minimum or maximum amount of the debt warrants that may
be exercised at any one time,
- whether the debt warrants represented by the debt warrant certificates or
debt securities that may be issued upon exercise of the debt warrants will
be issued in registered or bearer form,
- information with respect to book-entry procedures, if any,
- the currency or currency units in which the offering price, if any, and
the exercise price are payable,
- if applicable, a discussion of material United States federal income tax
considerations,
- the antidilution provisions of the debt warrants, if any,
- the redemption or call provisions, if any, applicable to the debt
warrants, and
- any additional terms of the debt warrants, including terms, procedures,
and limitations relating to the exchange and exercise of the debt
warrants.
STOCK WARRANTS
The prospectus supplement relating to a particular issue of warrants to
issue our common stock or preferred stock will describe the terms of the
warrants, including the following:
- the title of the warrants,
- the offering price for the warrants, if any,
- the aggregate number of the warrants,
- the designation and terms of the common stock or preferred stock that may
be purchased upon exercise of the warrants,
- if applicable, the designation and terms of the securities with which the
warrants are issued and the number of warrants issued with each security,
- if applicable, the date from and after which the warrants and any
securities issued with the warrants will be separately transferable,
- the number of shares of common stock or preferred stock that may be
purchased upon exercise of a warrant and the price at which such shares
may be purchased upon exercise,
- the dates on which the right to exercise the warrants shall commence and
expire,
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- if applicable, the minimum or maximum amount of the warrants that may be
exercised at any one time,
- the currency or currency units in which the offering price, if any, and
the exercise price are payable,
- if applicable, a discussion of material United States federal income tax
considerations,
- the antidilution provisions of the warrants, if any,
- the redemption or call provisions, if any, applicable to the warrants, and
- any additional terms of the warrants, including terms, procedures, and
limitations relating to the exchange and exercise of the warrants.
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PLAN OF DISTRIBUTION
We may sell the securities separately or together:
- through one or more underwriters or dealers in a public offering and sale
by them,
- directly to investors, or
- through agents.
We may describe the securities from time to time in one or more transactions
at a fixed price or prices, which may be changed from time to time:
- at market prices prevailing at the times of sale,
- at prices related to such prevailing market prices, or
- at negotiated prices.
We will describe the method of distribution of the securities in the
prospectus supplement.
Underwriters, dealers or agents may receive compensation in the form of
discounts, concessions or commissions from us or our purchasers, as their agents
in connection with the sale of securities. These underwriters, dealers or agents
may be considered to be underwriters under the Securities Act of 1933, as
amended. As a result, discounts, commissions, or profits on resale received by
the underwriters, dealers or agents may be treated as underwriting discounts and
commissions. The prospectus supplement will identify any such underwriter,
dealer or agent and describe any compensation received by them from us. Any
initial public offering price and any discounts or concessions allowed or
reallowed or paid to dealers may be changed from time to time.
Underwriters, dealers and agents may be entitled to indemnification by us
against certain civil liabilities, including liabilities under the Securities
Act, or to contribution with respect to payments made by the underwriters,
dealers or agents, under agreements between us and the underwriters, dealers and
agents.
We may grant underwriters who participate in the distribution of securities
an option to purchase additional securities to cover over-allotments, if any, in
connection with the distribution.
All debt securities will be new issues of securities with no established
trading market. Underwriters involved in the public offering and sale of debt
securities may make a market in the debt securities. However, they are not
obligated to make a market and may discontinue market-making activity at any
time. No assurance can be given as to the liquidity of the trading market for
any debt securities.
Underwriters or agents and their associates may be customers of, engage in
transactions with or perform services for us in the ordinary course of business.
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LEGAL MATTERS
Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto,
California, will pass upon the validity of the issuance of the securities
offered by this prospectus for us.
EXPERTS
The consolidated financial statements incorporated in this Prospectus by
reference to the Annual Report on Form 10-K for the year ended October 31, 1999
have been so incorporated in reliance on the report of PricewaterhouseCoopers
LLP, independent accountants, given on the authority of said firm as experts in
auditing and accounting.
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THE COMPANY
HEWLETT-PACKARD COMPANY
3000 HANOVER STREET
PALO ALTO, CA 94304
TRUSTEE, REGISTRAR AND
PAYING AGENT
JP MORGAN TRUST COMPANY,
NATIONAL ASSOCIATION
101 CALIFORNIA STREET
SUITE 2725
SAN FRANCISCO, CA 94111
LUXEMBOURG LISTING AGENT
BANQUE INTERNATIONALE A LUXEMBOURG
69, ROUTE D'ESCH
L-2953 LUXEMBOURG
LUXEMBOURG PAYING AGENT
JP MORGAN BANK LUXEMBOURG
5 RUE PLAETIS
P.O. BOX 240
LUXEMBOURG, L-2012
LUXEMBOURG
LEGAL ADVISORS
TO THE COMPANY: TO THE UNDERWRITERS:
WILSON SONSINI GOODRICH & ROSATI CRAVATH, SWAINE & MOORE
650 PAGE MILL ROAD WORLDWIDE PLAZA
PALO ALTO, CALIFORNIA 94304-1050 825 EIGHTH AVENUE
NEW YORK, NEW YORK 10019
INDEPENDENT AUDITORS FOR THE COMPANY
ERNST & YOUNG LLP
303 ALMADEN BOULEVARD
SAN JOSE, CALIFORNIA 95110
PRICEWATERHOUSECOOPERS LLP
10 ALMADEN BOULEVARD
SAN JOSE, CALIFORNIA 95113
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