Obligation Hewlett-Packard Inc. 6.5% ( US428236AG84 ) en USD

Hewlett-Packard Inc.

100 % ⇌

Etats-unis

US428236AG84 ( en USD )

6.5% par an ( paiement semestriel )

30/06/2012 - Obligation échue

Prospectus brochure de l'obligation HP Inc US428236AG84 en USD 6.5%, échue

HP Inc. est une entreprise technologique multinationale américaine qui conçoit, développe, fabrique, commercialise et vend des produits informatiques personnels, imprimantes, et des services associés.

L'Obligation émise par Hewlett-Packard Inc. ( Etats-unis ) , en USD, avec le code ISIN US428236AG84, paye un coupon de 6.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/06/2012

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-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: [email protected]
Originator-Key-Asymmetric:
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<SEC-DOCUMENT>0000912057-02-025139.txt : 20020625
<SEC-HEADER>0000912057-02-025139.hdr.sgml : 20020625
<ACCEPTANCE-DATETIME>20020624195035
ACCESSION NUMBER:
0000912057-02-025139
CONFORMED SUBMISSION TYPE:
424B5
PUBLIC DOCUMENT COUNT:
1
FILED AS OF DATE:
20020625
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME:
HEWLETT PACKARD CO
CENTRAL INDEX KEY:
0000047217
STANDARD INDUSTRIAL CLASSIFICATION:
COMPUTER & OFFICE EQUIPMENT [3570]
IRS NUMBER:
941081436
STATE OF INCORPORATION:
DE
FISCAL YEAR END:
1031
FILING VALUES:
FORM TYPE:
424B5
SEC ACT:
1933 Act
SEC FILE NUMBER:
333-83346
FILM NUMBER:
02685890
BUSINESS ADDRESS:
STREET 1:
3000 HANOVER ST
CITY:
PALO ALTO
STATE:
CA
ZIP:
94304
BUSINESS PHONE:
4158571501
MAIL ADDRESS:
STREET 1:
3000 HANOVER ST
STREET 2:
MS 20BL
CITY:
PALO ALTO
STATE:
CA
ZIP:
94304
</SEC-HEADER>
<DOCUMENT>
<TYPE>424B5
<SEQUENCE>1
<FILENAME>a2083027z424b5.txt
<DESCRIPTION>424B5
<TEXT>
<Page>
FILED PURSUANT TO RULE 424(b)(5)
REGISTRATION NO. 333-83346
PROSPECTUS SUPPLEMENT
JUNE 21, 2002
(TO PROSPECTUS DATED MARCH 11, 2002)
$1,500,000,000
[LOGO]
$1,000,000,000 5.50% Global Notes due July 1, 2007
$500,000,000 6.50% Global Notes due July 1, 2012
------------------
Hewlett-Packard Company will pay interest on the 2007 Global Notes and the
2012 Global Notes on each January 1 and July 1. The first interest payment will
be made on January 1, 2003. The 2007 Global Notes and the 2012 Global Notes are
referred to together in this prospectus supplement as the Global Notes.
We may redeem some or all of the Global Notes of either series at any time
at the redemption prices described beginning on page S-26. We may also redeem
all but not part of the Global Notes of either series prior to maturity upon the
occurrence of certain events involving United States taxation. There is no
sinking fund for the Global Notes.
Application has been made to list both series of Global Notes on the
Luxembourg Stock Exchange.
---------------------
SEE "RISK FACTORS" BEGINNING ON PAGE S-9 OF THIS PROSPECTUS SUPPLEMENT AND
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ON PAGE 7 OF THE ACCOMPANYING PROSPECTUS FOR A DISCUSSION OF CERTAIN RISKS THAT
YOU SHOULD CONSIDER IN CONNECTION WITH AN INVESTMENT IN THE GLOBAL NOTES.
---------------------
<Table>
<Caption>
PRICE TO UNDERWRITING PROCEEDS, BEFORE
PUBLIC(1) DISCOUNT EXPENSES, TO HP
------------ ------------ ----------------
<S> <C> <C> <C>
Per 2007 Global Note........................ 99.800% .350% 99.450%
Total..................................... $998,000,000 $3,500,000 $994,500,000
Per 2012 Global Note........................ 99.955% .450% 99.505%
Total..................................... $499,775,000 $2,250,000 $497,525,000
</Table>
- ------------------------
(1) Plus accrued interest, if any, from June 26, 2002 if settlement occurs after
that date.
Delivery of the Global Notes in book-entry form only will be made through
The Depository Trust Company on or about June 26, 2002. The Global Notes of each
series have been approved for clearance through the Clearstream 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 OR
COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
JOINT BOOK-RUNNERS
<Table>
<S> <C> <C>
Banc of America Securities LLC Deutsche Bank Securities JPMorgan
</Table>
------------------
Scotia Capital
<Page>
ABN AMRO Incorporated
BNP PARIBAS
Commerzbank Securities
Credit Suisse First Boston
HSBC
Salomon Smith Barney
Wachovia
Securities
<Page>
TABLE OF CONTENTS
Prospectus Supplement
<Table>
<Caption>
PAGE
--------
<S> <C>
Documents Incorporated by Reference......................... S-3
Forward-Looking Statements.................................. S-4
Summary..................................................... S-5
Risk Factors................................................ S-9
Use of Proceeds............................................. S-10
Capitalization.............................................. S-11
Selected Consolidated Financial Data........................ S-12
Unaudited Pro Forma Condensed Combined Consolidated
Financial Statements...................................... S-14
Description of the Global Notes............................. S-25
United States Federal Taxation.............................. S-32
Underwriting................................................ S-37
Offering Restrictions....................................... S-39
Validity of the Global Notes................................ S-41
Experts..................................................... S-41
General Information......................................... S-41
</Table>
Prospectus
<Table>
<Caption>
PAGE
--------
<S> <C>
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Summary..................................................... 1
Where You Can Find More Information......................... 5
Risk Factors................................................ 7
Ratio of Earnings to Fixed Charges.......................... 7
Use of Proceeds............................................. 7
Description of the Debt Securities.......................... 8
Description Common Stock.................................... 19
Description of Preferred Stock.............................. 21
Description of the Depositary Shares........................ 24
Description of the Warrants................................. 27
Plan of Distribution........................................ 29
Legal Matters............................................... 30
Experts..................................................... 30
</Table>
------------------------
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.
------------------------
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.
In this prospectus supplement and accompanying prospectus, unless otherwise
specified or the context otherwise requires, references to "dollars," "$" and
"U.S.$" are to U.S. dollars, and references
S-2
<Page>
to "Hewlett-Packard," "HP," "we," "us" or "our" refer to Hewlett-Packard
Company, and not to any of our subsidiaries unless otherwise indicated.
We cannot guarantee that listing will be obtained on the Luxembourg Stock
Exchange. Inquiries regarding our listing status on the Luxembourg Stock
Exchange should be directed to our Luxembourg listing agent, Dexia Banque
Internationale a Luxembourg, 69 Route D'Esch, L-2953, Luxembourg.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents previously filed by HP (File No. 1-4423) with the
U.S. Securities and Exchange Commission, which we refer to in this prospectus
supplement as the Commission, under the Securities Exchange Act of 1934, as
amended, are incorporated herein by reference:
(a) Our Annual Report on Form 10-K, as amended on January 30, 2002, for the
fiscal year ended October 31, 2001;
(b) Our Quarterly Reports on Form 10-Q for the quarterly periods ended
January 31, 2002 and April 30, 2002; and
(c) Our Current Reports on Form 8-K dated November 5, 2001, November 14,
2001, November 15, 2001, November 29, 2001, December 7, 2001,
February 13, 2002, February 14, 2002, February 27, 2002, March 14, 2002,
March 28, 2002, April 1, 2002, April 12, 2002, April 17, 2002, May 1,
2002, May 3, 2002, May 14, 2002 and June 18, 2002.
The documents incorporated by reference into this prospectus supplement and
the accompanying prospectus are available from us upon request. We will provide
a copy of any and all of the information that is incorporated by reference in
this prospectus supplement and the accompanying prospectus (not including
exhibits to the information unless those exhibits are specifically incorporated
by reference into this prospectus supplement and the accompanying prospectus) to
any person, without charge, upon written or oral request. You may request a copy
of information incorporated by reference into this prospectus supplement and the
accompanying prospectus by contacting us in writing or by telephone at the
following address:
Hewlett-Packard Company
3000 Hanover Street
Palo Alto, California 94304
Attention: Investor Relations
(650) 857-1501
[email protected]
In addition, you may obtain copies of the documents incorporated by
reference by making a request through our investor relations website,
http://www.hp.com/hpinfo/investor. Please note, however, that we have not
incorporated any other information by reference from our website, other than the
documents listed above.
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We file annual, quarterly and current reports, proxy and information
statements and other information with the Commission. Copies of the reports,
proxy and information statements and other information filed by us with the
Commission may be inspected and copied at the public reference facilities
maintained by the Commission at:
450 Fifth Street, N.W.
Washington, D.C. 20549
Copies of these materials can also be obtained by mail at prescribed rates
from the public reference facilities of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549 or by calling the Commission at 1-800-SEC-0330. The
Commission maintains a website that contains reports, proxy
S-3
<Page>
statements and other information regarding us. The address of the Commission
website is http://www.sec.gov.
Reports, proxy and information statements and other information concerning
HP may be inspected at:
The New York Stock Exchange
20 Broad Street
New York, New York 10005
The documents incorporated by reference are obtainable free of charge at the
office of the Luxembourg listing agent. See "General Information" below for
additional information regarding incorporation by reference.
FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the documents
incorporated by reference in this prospectus supplement and the accompanying
prospectus contain forward-looking statements that involve risks and
uncertainties, as well as assumptions that, if they never materialize or prove
incorrect, could cause the results of HP and its consolidated subsidiaries to
differ materially from those expressed or implied by such forward-looking
statements. All statements other than statements of historical fact are
statements that could be deemed forward-looking statements, including any
projections of earnings, revenue, synergies, accretion, margins or other
financial items; any statements of the plans, strategies and objectives of
management for future operations, including the execution of integration and
restructuring plans; any statement concerning proposed new products, services,
developments or industry rankings; any statements regarding future economic
conditions or performance; any statements of belief; and any statements of
assumptions underlying any of the foregoing. The risks, uncertainties and
assumptions referred to above include the performance of contracts by customers
and partners, employee management issues, the challenge of managing asset
levels, the difficulty of keeping expense growth at modest levels, the
assumption of maintaining revenues on a combined company basis following the
closing of the Compaq merger and other risks that are described under "Factors
that Could Affect Future Results" set forth in "Management's Discussion and
Analysis of Financial Condition and Results of Operations" in Item 2 of HP's
Quarterly Report on Form 10-Q for the quarter ended April 30, 2002 incorporated
by reference herein, and that are otherwise described from time to time in HP's
Commission reports filed subsequent to HP's Annual Report on Form 10-K, as
amended on January 30, 2002, for the fiscal year ended October 31, 2001.
S-4
<Page>
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" BELOW.
About Hewlett-Packard Company
We are a leading global provider of products, technologies, solutions and
services to consumers and businesses. We organize our operations into five major
businesses. These segments are determined in accordance with how management
views and evaluates HP's businesses. The factors that management uses to
identify HP's separate businesses include customer base, homogeneity of
products, technology and delivery channels. After May 3, 2002, the closing date
of the Compaq merger (as described herein), certain changes were made to the
previous organizational structure based on product roadmap decisions for the
combined company, resulting in the descriptions of the types of products and
services provided by each reportable segment set forth below. However, future
changes to this organizational structure due to product roadmap decisions and
other integration decisions related to the Compaq merger may result in further
changes to our reportable segments.
- PERSONAL SYSTEMS provides commercial personal computers ("PCs"), home PCs,
workstations, a range of handheld computing devices, digital entertainment
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systems, calculators and other related accessories, software and services
for commercial and consumer markets. Commercial PCs include the e-PC, Evo
and Vectra desktop series as well as Evo, Armada and Omnibook notebook
PCs. Home PCs include the Pavilion and Presario series of multi-media
consumer desktop PCs and notebook PCs. Workstations provide
UNIX-Registered Trademark-, Windows and Linux-based systems. Handheld
computing devices include the iPAQ and Jornada handheld products that run
on Pocket PC-Registered Trademark- software. Digital entertainment systems
offer the DVD+RW drives as well as digital entertainment center products.
- ENTERPRISE SYSTEMS provides UNIX-Registered Trademark- servers, industry
standard servers, storage and software solutions. UNIX-Registered
Trademark- servers include RISC-based servers running on the HP-UX
operating system and the HP AlphaServer product line running on Tru64
UNIX-Registered Trademark-. The various UNIX-Registered Trademark- server
offerings range from low-end servers to high-end scalable servers,
including the Superdome line. Additionally, under UNIX-Registered
Trademark- servers, HP offers its NonStop fault-tolerant server products,
which deliver high levels of availability, performance, scale and
manageability for business critical solutions. Industry standard servers
offer primarily entry-level and mid-range ProLiant servers, which run on
the Windows, Linux and Novell operating systems. Storage provides
entry-level, mid-range and enterprise array offerings, storage area
networks, storage management software and virtualization technologies, as
well as tape drives, tape libraries and optical archival storage. Software
offers management and telecommunications software solutions designed
primarily for large-scale systems and networks. These software solutions
run on a variety of operating systems including Windows and multiple
versions of UNIX-Registered Trademark-.
- IMAGING AND PRINTING SYSTEMS provides printer hardware, digital imaging
products, printer supplies, and related professional and consulting
services. Printer hardware consists of business and home printing devices,
which include color and monochrome printers for shared and personal use,
multi-function laser and all-in-one inkjet devices, personal color copiers
and faxes, wide- and large-format inkjet printers, and digital presses.
Digital imaging products include scanner and digital photography products.
Supplies offer laser and inkjet printer cartridges and other related
printing media. Professional and consulting services are provided to
customers on the optimal use of printing and imaging assets.
S-5
<Page>
- SERVICES provides a comprehensive, integrated portfolio of IT Services
offerings, including customer support, consulting and integration, and
managed services. Customer support provides a range of services from
standalone product support to high availability services for complex,
global, networked, multi-vendor environments. Customer support also
manages warranty support through its own service organization, as well as
through full-service resellers and independent service companies.
Consulting and integration provides services to design, build and
integrate IT infrastructure. Consulting and integration also provides
cross-industry solutions in areas such as customer relationship
management, supply chain, e-commerce, business portals, messaging and
security, as well as industry focused solutions for financial services,
telecommunications, manufacturing and government. Managed services offers
a range of IT management services, both comprehensive and selective,
including transformational infrastructure services, client computing
managed services, managed web services, application services, as well as
business continuity and recovery services. Services teams with leading
software, networking and services companies to bring complete solutions to
our customers.
- FINANCING supports and enhances HP's global product and services solutions
by providing a broad range of value-added financial services offerings
that enable HP's customers worldwide to acquire complete IT solutions,
including hardware, software and services. Financing offerings include
lease and loan financing and computing and printing utility offerings, as
well as financial asset management services for large global and
enterprise customers. Financing also offers an array of specialized
financial services to small- and medium-sized businesses and educational
and governmental customers. Financing offers innovative, customized and
flexible alternatives to balance unique customer cash flow, technology
obsolescence and capacity needs.
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 is
(650) 857-1501.
------------------------
UNIX is a registered trademark of The Open Group. Windows is a registered
trademark of Microsoft Corporation in the United States and other countries.
Linux is a registered trademark of Linus Torvalds.
------------------------
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Recent Developments
MERGER TRANSACTION WITH COMPAQ COMPUTER CORPORATION
Effective May 3, 2002, pursuant to the Agreement and Plan of Reorganization
dated as of September 4, 2001, referred to as the Merger Agreement, among HP,
Compaq Computer Corporation, referred to as Compaq, and Heloise Merger
Corporation, a wholly-owned subsidiary of HP, Heloise Merger Corporation was
merged with and into Compaq with Compaq continuing as the surviving corporation
and a wholly-owned subsidiary of HP. This transaction is referred to as the
Compaq merger in this prospectus supplement. Compaq is a leading global provider
of information technology products, services and solutions for enterprise
customers. Compaq designs, develops, manufactures and markets information
technology equipment, software, services and solutions, fault-tolerant business
critical solutions, communication products, personal desktop and notebook
computers and personal entertainment and Internet devices.
Pursuant to the Merger Agreement, as a result of the Compaq merger, each
share of Compaq common stock outstanding at the effective time of the Compaq
merger was converted into the right to receive 0.6325 of a share of HP common
stock. In addition, upon completion of the Compaq merger, HP assumed outstanding
stock appreciation rights and options to purchase shares of Compaq common
S-6
<Page>
stock, each at the exchange ratio referred to in the preceding sentence, and HP
assumed certain Compaq stock plans.
Following consummation of the Compaq merger, Compaq's common stock was
delisted from the New York Stock Exchange. HP common stock now trades on the New
York Stock Exchange and the Pacific Exchange under the symbol "HPQ." In
addition, in connection with the Compaq merger we plan to guarantee certain of
Compaq's indebtedness.
The issuance of HP common stock under the Merger Agreement as described
above was registered under the Securities Act of 1933, as amended, pursuant to
HP's registration statement on Form S-4 (File No. 333-73454) filed with the
Commission and declared effective on February 5, 2002, and HP's post-effective
amendment to the registration statement on Form S-4 filed with the Commission
pursuant to Rule 462(d), which became effective immediately upon filing on
February 5, 2002. The Joint Proxy Statement/Prospectus of HP and Compaq included
in the registration statement on Form S-4 contains additional information about
the Compaq merger. A copy of the Merger Agreement is attached as Exhibit 2.1 to
HP's Current Report on Form 8-K filed with the Commission on September 4, 2001.
S-7
<Page>
The Offering
<Table>
<S> <C>
Issuer Hewlett-Packard Company.
Securities Offered $1,000,000,000 aggregate initial principal amount of 2007
Global Notes.
$500,000,000 aggregate initial principal amount of 2012
Global Notes.
Maturity Dates July 1, 2007 for the 2007 Global Notes.
July 1, 2012 for the 2012 Global Notes.
Interest Rates The 2007 Global Notes will bear interest beginning from
June 26, 2002 at the rate of 5.50% per year, payable
semiannually.
The 2012 Global Notes will bear interest beginning from
June 26, 2002 at the rate of 6.50% per year, payable
semiannually.
Interest Payment Dates January 1 and July 1 of each year, beginning on January 1,
2003.
Ranking Each series of Global Notes is a senior unsecured obligation
of HP and will rank equally with all of HP's other senior
unsecured indebtedness from time to time outstanding.
Optional Redemption HP may redeem each series of Global Notes, in whole or in
part, at any time, at the redemption prices described under
the heading "Description of the Global Notes--Optional
Redemption" in this prospectus supplement.
Redemption for Tax Purposes HP may redeem all, but not part, of the Global Notes of each
series upon the occurrence of certain tax events at the
redemption prices described under the heading "Description
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of the Global Notes--Redemption for Tax Purposes" in this
prospectus supplement.
Listing Application has been made to list both series of Global
Notes on the Luxembourg Stock Exchange.
</Table>
S-8
<Page>
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 AND THE ACCOMPANYING PROSPECTUS, YOU SHOULD CAREFULLY
CONSIDER THE FOLLOWING DISCUSSION OF RISKS BEFORE DECIDING WHETHER AN INVESTMENT
IN EITHER SERIES OF GLOBAL NOTES IS SUITABLE FOR YOU. IN ADDITION, YOU SHOULD
CAREFULLY CONSIDER THE OTHER RISKS, UNCERTAINTIES AND ASSUMPTIONS THAT ARE
DESCRIBED UNDER "FACTORS THAT COULD AFFECT FUTURE RESULTS" SET FORTH IN
"MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION" IN ITEM 2 OF HP'S QUARTERLY REPORT ON FORM 10-Q FOR THE FISCAL
QUARTER ENDED APRIL 30, 2002, INCORPORATED BY REFERENCE HEREIN, AND THAT ARE
OTHERWISE DESCRIBED FROM TIME TO TIME IN HP'S COMMISSION REPORTS FILED
SUBSEQUENT TO HP'S ANNUAL REPORT ON FORM 10-K, AS AMENDED ON JANUARY 30, 2002,
FOR THE FISCAL YEAR ENDED OCTOBER 31, 2001.
CHANGES IN OUR CREDIT RATINGS MAY ADVERSELY AFFECT YOUR INVESTMENT IN THE 2007
GLOBAL NOTES AND THE 2012 GLOBAL NOTES
Our long-term debt, including the 2007 Global Notes and the 2012 Global
Notes, is currently rated "A3" (with negative outlook) by Moody's Investors
Service, "A-" (with negative outlook) by Standard & Poor's and "A" (with
negative outlook) by Fitch Ratings. 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 2007 Global Notes and 2012 Global Notes.
THERE MAY BE AN UNCERTAIN TRADING MARKET FOR YOUR GLOBAL NOTES
We cannot assure you that a trading market for the 2007 Global Notes or the
2012 Global Notes will ever develop or will be maintained. Many factors
independent of our creditworthiness affect the trading market. These factors
include:
- time remaining to the maturity of the 2007 Global Notes or the 2012 Global
Notes;
- outstanding amount of the 2007 Global Notes or the 2012 Global Notes;
- redemption of the 2007 Global Notes or the 2012 Global Notes; and
- level, direction and volatility of market interest rates generally.
REDEMPTION MAY ADVERSELY AFFECT YOUR RETURN ON THE GLOBAL NOTES
We have the right to redeem some or all of the Global Notes prior to
maturity, including for tax purposes. We may redeem the 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 2007 Global Notes or the 2012 Global Notes.
THE GLOBAL NOTES ARE STRUCTURALLY SUBORDINATED TO THE INDEBTEDNESS OF OUR
SUBSIDIARIES
The Global Notes are obligations exclusively of HP and not of any of our
subsidiaries. A substantial portion of our operations is conducted in part
through subsidiaries, including Compaq. Our subsidiaries are separate legal
entities that have no obligation to pay any amounts due under the Global Notes
or to make any funds available therefor, whether by dividends, loans or other
payments. Except to the extent we are a creditor with recognized claims against
our subsidiaries, all claims of creditors (including trade creditors) and
holders of preferred stock, if any, of our subsidiaries will have priority with
respect to the assets of such subsidiaries over our claims (and therefore the
claims of our creditors, including holders of the Global Notes). Consequently,
the Global Notes will be effectively subordinated to all liabilities of any of
our subsidiaries and any subsidiaries that we may in the future acquire or
establish.
S-9
<Page>
USE OF PROCEEDS
The net proceeds from the sale of the Global Notes are estimated to be
approximately $1,491,725,000, after deducting the underwriting discounts and
commissions and the estimated offering expenses payable by us.
The net proceeds from the sale of the Global Notes will be used for general
corporate purposes, which may include capital expenditures, repurchases of
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common stock, payment of dividends, repayment of indebtedness of HP and its
subsidiaries, acquisitions of products, technology and businesses, including
related restructuring expenses and meeting working capital needs. Pending such
uses, we will invest the net proceeds in interest-bearing securities.
S-10
<Page>
CAPITALIZATION
The following table sets forth:
- our long-term debt and capitalization as of April 30, 2002, and
- our long-term debt and capitalization as of April 30, 2002, as adjusted to
give effect to the sale by us of the 2007 Global Notes and the 2012 Global
Notes offered hereby (but not adjusted to give effect to the Compaq
merger).
This table should be read in conjunction with our historical unaudited
consolidated condensed 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 April 30, 2002 and incorporated by reference in this
prospectus supplement and the accompanying prospectus.
<Table>
<Caption>
APRIL 30, 2002
------------------------
HISTORICAL AS ADJUSTED
---------- -----------
(DOLLARS IN MILLIONS)
<S> <C> <C>
Long-term debt:
7.15% Global Notes due June 15, 2005...................... $ 1,632 $ 1,632
5.75% Global Notes due December 15, 2006.................. 989 989
5.50% Global Notes due July 1, 2007....................... -- 1,000
6.50% Global Notes due July 1, 2012....................... -- 500
Other long-term debt........................................ 1,821(1) 1,821(1)
------- -------
Total long-term debt(2)..................................... $ 4,442 $ 5,942
======= =======
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; 1,977,000,000 shares issued and
outstanding............................................. $ 20 $ 20
Additional paid-in capital................................ 845 845
Retained earnings......................................... 14,101 14,101
Accumulated other comprehensive income.................... (5) (5)
------- -------
Total stockholders' equity(3)........................... $14,961 $14,961
------- -------
Total capitalization.................................. $19,403 $20,903
======= =======
</Table>
- ------------------------
(1) Includes approximately $313 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.
(2) Pro forma "Total long-term debt" as of April 30, 2002 giving effect to the
closing of the Compaq merger, but without consideration of the effect of the
offering of the Global Notes contemplated by this prospectus supplement and
the accompanying prospectus, would have been $5,072 million. See the
Unaudited Pro Forma Condensed Combined Financial Statements beginning on
page S-14.
(3) Pro forma "Total stockholders' equity" as of April 30, 2002 giving effect to
the closing of the Compaq merger, but without consideration of the effect of
the offering of the Global Notes contemplated by this prospectus supplement
and the accompanying prospectus, would have been $38,301 million. See the
Unaudited Pro Forma Condensed Combined Financial Statements beginning on
page S-14.
S-11
<Page>
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, 2001, 2000 and 1999 and the historical consolidated balance sheets
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data as of October 31, 2001 and 2000 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, 1999 have 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 six months ended April 30, 2002 and 2001 have 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. Operating
results for the six months ended April 30, 2002 are not necessarily indicative
of results that may be expected for the entire year ending October 31, 2002.
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, as amended
on January 30, 2002, for the fiscal year ended October 31, 2001 and our
Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2002, each
as filed with the Commission, as well as the sections of our Annual Report on
Form 10-K, as amended on January 30, 2002, for the fiscal year ended
October 31, 2001 and Quarterly Report on Form 10-Q for the quarterly period
ended April 30, 2002, 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 "General Information" below, as well as "Where You Can Find
More Information" in the accompanying prospectus.
Our consolidated financial statements for the fiscal year ended October 31,
2001 included in our 2001 Annual Report on Form 10-K, as amended on January 30,
2002, included a cumulative effect of an accounting change as a result of the
adoption of Commission Staff Accounting Bulletin No. 101, "Revenue Recognition
in Financial Statements," as amended, as well as certain minor
reclassifications.
S-12
<Page>
Selected Consolidated Financial Data(1)(2)
(In Millions, Except Per Share Amounts)
<Table>
<Caption>
AS OF OR FOR THE
SIX MONTHS ENDED AS OF OR FOR THE
APRIL 30, YEAR ENDED OCTOBER 31,
------------------- ------------------------------
2002 2001(3) 2001(3) 2000 1999
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
HISTORICAL CONSOLIDATED STATEMENTS OF EARNINGS DATA:
Net revenue:............................................ $22,004 $24,066 $45,226 $48,870 $42,371
Earnings from operations(4)............................. 1,039 1,113 1,439 4,025 3,818
Net earnings from continuing operations before
extraordinary item and cumulative effect of change in
accounting principle(5)............................... 716 425 624 3,561 3,104
Net earnings per share from continuing operations before
extraordinary item and cumulative effect of change in
accounting principle(5)(6)............................
Basic................................................. $ 0.37 $ 0.22 $ 0.32 $ 1.80 $ 1.54
Diluted............................................... $ 0.37 $ 0.22 $ 0.32 $ 1.73 $ 1.49
Cash dividends declared per share(6).................... $ 0.16 $ 0.16 $ 0.32 $ 0.32 $ 0.32
HISTORICAL CONSOLIDATED BALANCE SHEET DATA:
Total assets(1)....................................... $34,280 $33,458 $32,584 $34,009 $35,297
Long-term debt........................................ 4,442 2,843 3,729 3,402 1,764
OTHER DATA:
Ratio of earnings to fixed charges(7)................. 6.7x 2.7x 2.6x 12.5x 13.7x
</Table>
- --------------------------
(1) HP's consolidated financial statements and notes for all periods present the
businesses of Agilent Technologies, Inc. as a discontinued operation through
the spin-off date of June 2, 2000. Accordingly, total assets includes net
assets of discontinued operations of $3,533 million at October 31, 1999.
(2) Certain reclassifications have been made to prior year balances in order to
conform to the current year presentation.
(3) HP adopted Commission Staff Accounting Bulletin No. 101, "Revenue
Recognition in Financial Statements" in the fourth quarter of fiscal year
2001, retroactive to November 1, 2000.
(4) Earnings from operations includes: $178 million of merger-related charges
and $18 million of restructuring charges for the six months ended April 30,
2002; $102 million of restructuring charges for the six months ended
April 30, 2001; $384 million of restructuring charges in fiscal 2001 and
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$102 million of restructuring charges in fiscal 2000.
(5) Net earnings and net earnings per share from continuing operations before
extraordinary item and cumulative effect of change in accounting principle
include the following items before related tax effects: $178 million of
merger-related charges, $18 million of restructuring charges and
$16 million of net investment losses for the six months ended April 30,
2002; $102 million of restructuring charges, $365 million of net investment
losses and a $400 million charge for litigation settlement for the six
months ended April 30, 2001; $384 million of restructuring charges,
$455 million of net investment losses, a $400 million charge for litigation
settlement and $53 million of net losses on divestitures in fiscal 2001 and
$102 million of restructuring charges and $203 million of gains from
divestitures in fiscal 2000.
(6) All per-share amounts reflect the retroactive effects of the two-for-one
stock split in the form of a stock dividend effective October 27, 2000.
(7) The ratio of earnings to fixed charges was computed by dividing earnings
(earnings from continuing operations before extraordinary item, cumulative
effect of change in accounting principle and taxes, adjusted for fixed
charges from continuing operations, minority interest in the income of
subsidiaries with fixed charges and undistributed earnings or loss of equity
investees) by fixed charges from continuing operations for the periods
indicated. Fixed charges from continuing operations include (i) interest
expense and amortization of debt discount or premium on all indebtedness,
and (ii) a reasonable approximation of the interest factor deemed to be
included in rental expense.
S-13
<Page>
UNAUDITED PRO FORMA CONDENSED COMBINED
CONSOLIDATED FINANCIAL STATEMENTS
The following unaudited pro forma condensed combined consolidated balance
sheet as of April 30, 2002 and the unaudited pro forma condensed combined
consolidated statements of earnings for the six months ended April 30, 2002 and
for the year ended October 31, 2001 are based on the historical financial
statements of HP and Compaq after giving effect to the Compaq merger as a
purchase of Compaq by HP using the purchase method of accounting and the
assumptions and adjustments described in the accompanying notes to the unaudited
pro forma condensed combined consolidated financial statements. The Compaq
merger was completed on May 3, 2002.
The unaudited pro forma condensed combined consolidated balance sheet as of
April 30, 2002 is presented to give effect to the Compaq merger as if it
occurred on April 30, 2002 and, due to different fiscal period ends, combines
the historical balance sheet for HP at April 30, 2002 and the historical balance
sheet of Compaq at March 31, 2002. The unaudited pro forma condensed combined
consolidated statement of earnings of HP and Compaq for the six months ended
April 30, 2002 is presented as if the combination had taken place on
November 1, 2001 and, due to different fiscal period ends, combines the
historical results of HP for the six months ended April 30, 2002 and the
historical results of Compaq for the six months ended March 31, 2002. The
unaudited pro forma condensed combined consolidated statement of earnings of HP
and Compaq for the year ended October 31, 2001 is presented as if the
combination had taken place on November 1, 2000 and, due to different fiscal
period ends, combines the historical results of HP for the year ended
October 31, 2001 and the historical results of Compaq for the twelve months
ended September 30, 2001.
Under the purchase method of accounting, the total estimated purchase price,
calculated as described in Note 1 to these unaudited pro forma condensed
combined consolidated financial statements, is allocated to the net tangible and
intangible assets of Compaq acquired in connection with the Compaq merger, based
on their fair values as of the completion of the Compaq merger. Independent
valuation specialists are currently conducting an independent valuation in order
to assist management of HP in determining the fair values of a significant
portion of these assets. The preliminary work performed by the independent
valuation specialists has been considered in management's estimates of the fair
values reflected in these unaudited pro forma condensed combined consolidated
financial statements. A final determination of these fair values will include
management's consideration of a final valuation prepared by the independent
valuation specialists. This final valuation will be based on the actual net
tangible and intangible assets of Compaq that existed as of the date of
completion of the Compaq merger.
As of the completion of the Compaq merger, management of the combined
company had begun to assess and formulate plans to exit certain activities of
Compaq and to terminate or relocate certain employees of Compaq. These
assessments are still in process. Based on a preliminary analysis to date, costs
of approximately $1.3 billion will be accrued as of the completion of the Compaq
merger for severance or relocation costs related to Compaq employees, costs of
vacating some facilities (leased or owned) of Compaq, and other costs associated
with exiting activities of Compaq. A pro forma adjustment for $1.3 billion has
been included in the unaudited pro forma condensed combined consolidated balance
sheet as of April 30, 2002. In addition, based on a preliminary analysis, HP
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