Page 1 of 64 Filed Pursuant to Rule 424(B)(5) 2020/5/11 File:///Z
Total Page：16
File Type：pdf, Size：1020Kb
Filed Pursuant to Rule 424(b)(5) Page 1 of 64 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-159366 CALCULATION OF REGISTRATION FEE Maximum Maximum Amount of Amount to offering price aggregate registration Title of each class of securities offered be registered per unit offering price fee(1) Floating Rate Global Notes due September 19, 2014 $350,000,000 100% $350,000,000 $40,635.00 2.350% Global Notes due March 15, 2015 $750,000,000 99.977% $749,827,500 $87,054.97 3.000% Global Notes due September 15, 2016 $1,300,000,000 99.784% $1,297,192,000 $150,603.99 4.375% Global Notes due September 15, 2021 $1,000,000,000 99.816% $998,160,000 $115,886.38 6.000% Global Notes due September 15, 2041 $1,200,000,000 99.863% $1,198,356,000 $139,129.13 (1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended. file:///Z:/FI_banking/Marco/BBG/d228942d424b5.htm.html 2020/5/11 Filed Pursuant to Rule 424(b)(5) Page 2 of 64 Table of Contents Prospectus Supplement September 13, 2011 (To Prospectus dated May 20, 2009) $4,600,000,000 $350,000,000 Floating Rate Global Notes due September 19, 2014 $750,000,000 2.350% Global Notes due March 15, 2015 $1,300,000,000 3.000% Global Notes due September 15, 2016 $1,000,000,000 4.375% Global Notes due September 15, 2021 $1,200,000,000 6.000% Global Notes due September 15, 2041 We are offering $350,000,000 of our Floating Rate Global Notes due September 19, 2014, $750,000,000 of our 2.350% Global Notes due March 15, 2015, $1,300,000,000 of our 3.000% Global Notes due September 15, 2016, $1,000,000,000 of our 4.375% Global Notes due September 15, 2021 and $1,200,000,000 of our 6.000% Global Notes due September 15, 2041. The Floating Rate Global Notes will bear interest at a floating rate equal to three-month USD LIBOR plus 1.55% per annum. The 2015 Global Notes will bear interest at a rate of 2.350% per annum. The 2016 Global Notes will bear interest at a rate of 3.000% per annum. The 2021 Global Notes will bear interest at a rate of 4.375% per annum. The 2041 Global Notes will bear interest at a rate of 6.000% per annum. We will pay interest quarterly on the Floating Rate Global Notes on each March 19, June 19, September 19 and December 19, beginning December 19, 2011. We will pay interest semi-annually on each of the 2015 Global Notes, the 2016 Global Notes, the 2021 Global Notes and the 2041 Global Notes on each March 15 and September 15, beginning March 15, 2012. The Floating Rate Global Notes will mature on September 19, 2014. The 2015 Global Notes will mature on March 15, 2015. The 2016 Global Notes will mature on September 15, 2016. The 2021 Global Notes will mature on September 15, 2021. The 2041 Global Notes will mature on September 15, 2041. We refer to the 2015 Global Notes, the 2016 Global Notes, the 2021 Global Notes and the 2041 Global Notes collectively as the Fixed Rate Global Notes, and the Fixed Rate Global Notes and the Floating Rate Global Notes collectively as the Global Notes. We may redeem some or all of any series of Fixed Rate Global Notes at any time at the redemption prices described under “Description of the Global Notes—Optional Redemption of Fixed Rate Global Notes.” The Global Notes are being offered to finance in part our pending acquisition of Autonomy. If we do not consummate the Autonomy acquisition on or prior to October 1, 2012, or if the Offer (as defined herein) lapses or is withdrawn at any time prior to that date, we will be required to redeem all of the 2021 Global Notes and 2041 Global Notes offered hereby at a redemption price equal to 101% of the aggregate principal amount of the 2021 Global Notes and 2041 Global Notes, plus accrued and unpaid interest from the date of initial issuance, or the most recent date to which interest has been paid or provided for, as the case may be, excluding the special mandatory redemption date. The Global Notes are senior unsecured obligations and will rank equally with all of our other existing and future senior unsecured indebtedness. There are no sinking funds for the Global Notes. The Global Notes are not and will not be listed on any securities exchange or quoted on any automated quotation system. See “Risk Factors” beginning on page S-11 of this prospectus supplement for a discussion of certain risks that you should consider in connection with an investment in the Global Notes. Proceeds, Before Price to Underwriting Expenses, to Public (1) Discount HP(1) Per Floating Rate Global Note 100.000% 0.200% 99.800% Floating Rate Global Note Total $ 350,000,000 $ 700,000 $ 349,300,000 Per 2015 Global Note 99.977% 0.200% 99.777% 2015 Global Note Total $ 749,827,500 $ 1,500,000 $ 748,327,500 Per 2016 Global Note 99.784% 0.350% 99.434% 2016 Global Note Total $1,297,192,000 $ 4,550,000 $ 1,292,642,000 Per 2021 Global Note 99.816% 0.450% 99.366% 2021 Global Note Total $ 998,160,000 $ 4,500,000 $ 993,660,000 Per 2041 Global Note 99.863% 0.875% 98.988% 2041 Global Note Total $1,198,356,000 $ 10,500,000 $ 1,187,856,000 Total $4,593,535,500 $ 21,750,000 $ 4,571,785,500 (1) Plus accrued interest, if any, from September 19, 2011 if settlement occurs after that date. 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 September 19, 2011. The Global Notes will be approved for clearance through the Clearstream and Euroclear systems. Joint Book Running Managers Barclays Capital BofA Merrill Lynch Citigroup Credit Suisse HSBC Morgan Stanley UBS Investment Bank file:///Z:/FI_banking/Marco/BBG/d228942d424b5.htm.html 2020/5/11 Filed Pursuant to Rule 424(b)(5) Page 3 of 64 Co-Managers BNP PARIBAS Deutsche Bank Securities Goldman, Sachs & Co. Mitsubishi UFJ Securities RBS Santander SOCIETE GENERALE US Bancorp Wells Fargo Securities file:///Z:/FI_banking/Marco/BBG/d228942d424b5.htm.html 2020/5/11 Filed Pursuant to Rule 424(b)(5) Page 4 of 64 Table of Contents TABLE OF CONTENTS Prospectus Supplement Page Forward-Looking Statements S-1 Summary S-2 Risk Factors S-11 Use of Proceeds S-13 Capitalization S-14 Description of the Global Notes S-16 Material United States Federal Income Tax Considerations S-25 Underwriting S-30 Offering Restrictions S-32 Validity of the Global Notes S-34 Experts S-34 Information Incorporated By Reference S-34 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 14 Description of the Depositary Shares 14 Description of the Warrants 17 Plan of Distribution 18 Legal Matters 20 Experts 20 Where You Can Find More Information 20 Information Incorporated By Reference 21 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. 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. file:///Z:/FI_banking/Marco/BBG/d228942d424b5.htm.html 2020/5/11 Filed Pursuant to Rule 424(b)(5) Page 5 of 64 Table of Contents 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, earnings per share, tax provisions, cash flows, benefit obligations, share repurchases, currency exchange rates, the impact of acquisitions, the impact of the earthquake and tsunami that struck Japan in March 2011 or other financial items; any statements of the plans, strategies and objectives of management for future operations, including execution of growth strategies, transformation initiatives and restructuring plans; the exploration of strategic alternatives for our PC business and the selection and execution of any strategic plan; any statements concerning the expected development, performance or market share relating to products or services; any statements regarding current or future macroeconomic trends or events and the impact of those trends and events on HP and its financial performance; any statements regarding pending investigations, claims or disputes; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing.