Obligation HP Inc 6.125% ( US428236AT06 ) en USD

HP Inc

100 % ▲

Etas-Unis

US428236AT06 ( en USD )

6.125% par an ( paiement semestriel )

01/03/2014 - Obligation échue

Prospectus brochure de l'obligation HP Inc US428236AT06 en USD 6.125%, échue

2 000 USD

2 000 000 000 USD

428236AT0

NR

L'Obligation émise par HP Inc ( Etas-Unis ) , en USD, avec le code ISIN US428236AT06, paye un coupon de 6.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/03/2014

L'Obligation émise par HP Inc ( Etas-Unis ) , en USD, avec le code ISIN US428236AT06, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par HP Inc ( Etas-Unis ) , en USD, avec le code ISIN US428236AT06, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

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424B5 1 a2189439z424b5.htm 424B5
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TABLE OF CONTENTS
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-134327
CALCULATION OF REGISTRATION FEE

Maximum
Maximum
Amount of
Title of Each Class
Amount to be

Offering Price
Aggregate

Registration
of Securities to be Registered
Registered
Per Unit
Offering Price
Fee(1)(2)

6.125% Global Notes due March 1, 2014 $2,000,000,000
99.561%
$1,991,220,000
$78,254.95

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933 (the "Securities Act").
(2)
The registration fee for the securities registered herein of $78,254.95 is offset in its entirety pursuant to
Rule 457(p) of the Securities Act by filing fees previously paid with respect to unsold securities
registered pursuant to a Registration Statement on Form S-3 (Registration No. 333-115590) initially filed
on May 18, 2004 by Electronic Data Systems Corporation ("EDS"), a company that the Registrant
acquired on August 26, 2008. That registration statement has been withdrawn by EDS, and all
$309,256.56 of the fee paid in connection with the initial filing was unutilized at the time of the
withdrawal. Since the prepaid registration fees completely offset the registration fee for the instant
offering, no additional registration fee is payable for the instant offering.
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Prospectus Supplement
December 2, 2008
(To Prospectus dated May 22, 2006)
$2,000,000,000

6.125% Global Notes due March 1, 2014
Hewlett-Packard Company is offering $2,000,000,000 of our 6.125% Global Notes due March 1, 2014. The
6.125% Global Notes will bear interest at a rate of 6.125% per annum. We will pay interest semi-annually on the
6.125% Global Notes on each March 1 and September 1, beginning March 1, 2009. The 6.125% Global Notes
will mature on March 1, 2014. We refer to the 6.125% Global Notes as the Global Notes.
We may redeem some or all of the Global Notes at any time at the redemption prices described beginning on
page S-14. The Global Notes are senior unsecured obligations and will rank equally with all of our other senior
unsecured indebtedness. There is no sinking fund for the Global Notes. The Global Notes are not and will not be
listed on any securities exchange.
See "Risk Factors" beginning on page S-10 of this prospectus supplement for a discussion of
certain risks that you should consider in connection with an investment in the Global Notes.
Proceeds,
Price to
Underwriting

Before Expenses,
Public(1)
Discount
to HP
Per 6.125% Global Note

99.561%
0.35%
99.211%
Total
$1,991,220,000
$ 7,000,000
$1,984,220,000

(1)
Plus accrued interest, if any, from December 5, 2008 if settlement occurs after that date.
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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 or complete. Any representation to the contrary is a criminal offense.
Delivery of the Global Notes in book-entry form only will be made through The Depository Trust Company
on or about December 5, 2008. The Global Notes will be approved for clearance through the Clearstream and
Euroclear systems.
Joint Book Running Managers

Banc of America Securities LLC

Credit Suisse

Deutsche Bank Securities

Merrill Lynch & Co.

Morgan Stanley

RBS Greenwich Capital

Senior Co-Managers
Barclays Capital

BNP PARIBAS

HSBC
Mitsubishi UFJ Securities

Wells Fargo Securities
Wachovia Securities
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TABLE OF CONTENTS
Prospectus Supplement

Page
Forward-Looking Statements

S-3
Summary

S-4
Risk Factors

S-10
Use of Proceeds

S-11
Capitalization

S-12
Description of the Global Notes

S-13
Material United States Federal Tax Considerations

S-18
Underwriting

S-23
Offering Restrictions

S-25
Validity of the Global Notes

S-27
Experts

S-27
Prospectus

Page

About This Prospectus

1
Forward-Looking Statements

1
Use of Proceeds

2
Description of the Debt Securities

2
Description of Common Stock
12
Description of Preferred Stock
13
Description of the Depositary Shares
14
Description of the Warrants
16
Plan of Distribution
18
Legal Matters
19
Experts
19
Where You Can Find More Information
19
Information Incorporated by Reference
20
You should rely only on the information contained or incorporated by reference 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 be used only where it is legal to sell these securities. The information
contained or incorporated by reference in this document is accurate only as of the date of this document or
as of its date, as applicable.
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In this prospectus supplement and the accompanying prospectus, unless otherwise specified or unless the
context otherwise requires, references to "USD," "dollars," "$" and "U.S.$" are to U.S. dollars, and references to
"Hewlett-Packard," "HP," "we," "us" or "our" refer to Hewlett-Packard Company, and not to any of our
subsidiaries unless otherwise indicated.
S-2
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FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus, the documents incorporated by reference in this
prospectus supplement and the accompanying prospectus and other written reports and oral statements made
from time to time by the company may contain "forward-looking statements" that involve risks, uncertainties and
assumptions. If the risks or uncertainties ever materialize or the assumptions prove incorrect, our and our
consolidated subsidiaries' results may differ materially from those expressed or implied by such forward-looking
statements and assumptions. All statements other than statements of historical fact are statements that could be
deemed forward-looking statements, including but not limited to any projections of revenue, margins, expenses,
earnings, tax provisions, cash flows, benefit obligations, share repurchases, acquisition synergies, currency
exchange rates or other financial items; any statements of the plans, strategies and objectives of management for
future operations, including execution of cost reduction programs and restructuring and integration plans; any
statements concerning the expected development, performance or market share relating to products or services;
any statements regarding pending investigations, claims or disputes; any statements of expectation or belief; and
any statements of assumptions underlying any of the foregoing. Risks, uncertainties and assumptions include
macroeconomic and geopolitical trends and events; the execution and performance of contracts by us and our
suppliers, customers and partners; the challenge of managing asset levels, including inventory; the difficulty of
aligning expense levels with revenue changes; assumptions related to pension and other post-retirement costs;
expectations and assumptions relating to the execution and timing of cost reduction programs and restructuring
and integration plans; the possibility that the expected benefits of business combination transactions may not
materialize as expected; the resolution of pending investigations, claims and disputes; and other risks that are
described herein, in HP's Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2008, and in HP's
other filings with the Securities and Exchange Commission, including but not limited to HP's Annual Report on
Form 10-K for the fiscal year ended October 31, 2007. We assume no obligation and do not intend to update
these forward-looking statements.
S-3
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SUMMARY
You should read the following summary together with the entire prospectus supplement and accompanying
prospectus and the documents incorporated by reference, including our consolidated condensed financial
statements and related notes. You should carefully consider, among other things, the matters discussed in "Risk
Factors" in this prospectus supplement and in the documents incorporated by reference.
About Hewlett-Packard Company
HP is a leading global provider of products, technologies, software, solutions and services to individual
consumers, small- and medium-sized businesses ("SMBs") and large enterprises, including in the public and
education sectors. Our offerings span:
·
personal computing and other access devices,
·
imaging and printing-related products and services,
·
enterprise information technology infrastructure, including enterprise storage and server
technology software that optimizes business technology investments, and
·
multi-vendor customer services, including technology support and maintenance, consulting and
integration and outsourcing services.
Our operations are organized into seven business segments: Enterprise Storage and Servers ("ESS"), HP
Services ("HPS"), HP Software, the Personal Systems Group ("PSG"), the Imaging and Printing Group ("IPG"),
HP Financial Services ("HPFS") and Corporate Investments. Given the solution sale approach across our
enterprise offerings, and in order to capitalize on up-selling and cross-selling opportunities, ESS, HPS and HP
Software are structured beneath a broader Technology Solutions Group ("TSG"). While TSG is not a business
segment, this aggregation provides a supplementary view of our business. In each of the past three fiscal years,
industry standard servers, desktops, notebooks and printing supplies each accounted for more than 10% of our
consolidated net revenue.
Technology Solutions Group
TSG provides servers, storage, software and information technology ("IT") services that enable enterprise
and midmarket business customers to better manage their current IT environments and transform IT into a
business enabler. TSG products help accelerate growth, minimize risk and reduce costs to optimize the business
outcomes of customers' IT investments. Companies around the globe leverage HP's infrastructure solutions to
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deploy next generation data centers and address business challenges ranging from compliance to business
continuity. TSG's modular IT systems and services are primarily standards-based and feature differentiated
technologies in areas including power and cooling, unified management, security, virtualization and automation.
Each of the three business segments within TSG is described in detail below.
Enterprise Storage and Servers
The server market continues to shift towards standards-based architectures as proprietary hardware and
operating systems are replaced by industry standard server platforms that typically offer compelling price and
performance advantages by leveraging standards-based operating systems and microprocessor designs. At the
same time, critical business functions continue to demand scalability and reliability. By providing a broad
portfolio of storage and server solutions, ESS aims to optimize the combined product solutions required by
different customers and provide solutions for a wide range of operating
S-4
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environments, spanning both the enterprise and the SMB markets. ESS provides storage and server products in a
number of categories.
Industry Standard Servers. Industry standard servers include primarily entry-level and mid-range
ProLiant servers, which run primarily Windows®1, Linux and Novell operating systems and leverage Intel
Corporation ("Intel") and Advanced Micro Devices ("AMD") processors. The business spans a range of product
lines that include pedestal-tower servers, density-optimized rack servers and HP's BladeSystem family of server
blades. In fiscal 2007, HP's industry standard server business continued to lead the industry in terms of units
shipped and factory revenue. HP also has a leadership position in server blades, the fastest-growing segment of
the market.
Business Critical Systems. Business Critical Systems include Itanium®2-based Integrity servers running
on the HP-UX, Windows®, Linux and OpenVMS operating systems, including the high-end Superdome servers
and fault-tolerant Integrity NonStop servers. Business Critical Systems also include the Reduced Instruction Set
Computing ("RISC")-based servers with the HP 9000 line running on the HP-UX operating system, HP
AlphaServers running on both Tru64 UNIX®3 and OpenVMS, and MIPs-based NonStop servers.
Storage. HP's StorageWorks offerings include entry-level, mid-range and high-end arrays, storage area
networks, network attached storage, storage management software and virtualization technologies, as well as tape
drives, tape libraries and optical archival storage.
HP Services
HPS provides a portfolio of multi-vendor IT services, including technology services, consulting and
integration and outsourcing services. HPS also offers a variety of services tailored to particular industries such as
communications, media and entertainment, manufacturing and distribution, financial services, health and life
sciences and the public sector, including government services. HPS collaborates with the Enterprise Storage and
Servers and HP Software groups, as well as with third-party system integrators and software and networking
companies to bring solutions to HP customers. HPS also works with HP's Imaging and Printing Group and
Personal Systems Group to provide managed print services, end user workplace services, and mobile workforce
productivity solutions to enterprise customers.
Technology Services. HPS provides a range of technology services from standalone product support to
high availability services for complex, global, networked, multi-vendor environments. This business also
manages the delivery of product warranty support through its own service organization, as well as through
authorized partners.
Consulting and Integration. HPS provides consulting and integration services to architect, design and
implement technology and industry-specific solutions for customers. Consulting and integration also provides
cross-industry solutions in the areas of architecture and governance, infrastructure, applications and packaged
applications, security, IT service management, information management and enterprise Microsoft solutions.
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1
Windows® is a trademark of Microsoft Corporation.
2
Itanium® is a trademark of Intel Corporation.
3
UNIX® is a trademark of The Open Group.
Outsourcing Services. HPS offers a variety of IT management and outsourcing services that support
customers' infrastructure, applications, business processes, end user workplace, print environment and business
continuity and recovery requirements.
S-5
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