Obligation Hewlett-Packard Inc. 2.35% ( US428236BN27 ) en USD

Hewlett-Packard Inc.

100 % ⇌

Etas-Unis

US428236BN27 ( en USD )

2.35% par an ( paiement semestriel )

15/03/2015 - Obligation échue

Prospectus brochure de l'obligation HP Inc US428236BN27 en USD 2.35%, échue

2 000 USD

750 000 000 USD

428236BN2

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. ( Etas-Unis ) , en USD, avec le code ISIN US428236BN27, paye un coupon de 2.35% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/03/2015

L'Obligation émise par Hewlett-Packard Inc. ( Etas-Unis ) , en USD, avec le code ISIN US428236BN27, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Hewlett-Packard Inc. ( Etas-Unis ) , en USD, avec le code ISIN US428236BN27, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

Filed Pursuant to Rule 424(b)(5)
http://www.sec.gov/Archives/edgar/data/47217/000119312511248114/d...
424B5 1 d228942d424b5.htm FILED PURSUANT TO RULE 424(B)(5)
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.
1 of 64
9/15/2011 7:49 AM

Filed Pursuant to Rule 424(b)(5)
http://www.sec.gov/Archives/edgar/data/47217/000119312511248114/d...
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 col ectively as the Fixed Rate Global Notes, and the Fixed Rate Global Notes and the Floating Rate Global
Notes col ectively 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 al 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
2 of 64
9/15/2011 7:49 AM

Filed Pursuant to Rule 424(b)(5)
http://www.sec.gov/Archives/edgar/data/47217/000119312511248114/d...

Credit Suisse

HSBC

Morgan Stanley

UBS Investment Bank
Co-Managers

BNP PARIBAS

Deutsche Bank Securities
Goldman, Sachs & Co.
Mitsubishi UFJ Securities

RBS

Santander
SOCIETE GENERALE
US Bancorp
Wells Fargo Securities
3 of 64
9/15/2011 7:49 AM

Filed Pursuant to Rule 424(b)(5)
http://www.sec.gov/Archives/edgar/data/47217/000119312511248114/d...
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.
4 of 64
9/15/2011 7:49 AM

Filed Pursuant to Rule 424(b)(5)
http://www.sec.gov/Archives/edgar/data/47217/000119312511248114/d...
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. Risks, uncertainties and assumptions include the impact
of macroeconomic and geopolitical trends and events; the competitive pressures faced by HP's businesses; the development and
transition of new products and services (and the enhancement of existing products and services) to meet customer needs and respond
to emerging technological trends; the execution and performance of contracts by HP and its suppliers, customers and partners; the
protection of HP's intellectual property assets, including intellectual property licensed from third parties; integration and other risks
associated with business combination and investment transactions; the hiring and retention of key employees; assumptions related to
pension and other post-retirement costs; expectations and assumptions relating to the execution and timing of growth strategies,
transformation initiatives and restructuring plans; the possibility that the expected benefits of pending or contemplated business
combination or separation transactions may not materialize as expected or that the transactions may not be timely completed, if at all;
the resolution of pending investigations, claims and disputes; and other risks that are described in our other filings with the Securities
and Exchange Commission, including but not limited to the risks described in our Annual Report on Form 10-K for our fiscal year
ended October 31, 2010 and Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2011. We assume no obligation and
do not intend to update these forward-looking statements.

S-1
5 of 64
9/15/2011 7:49 AM

Filed Pursuant to Rule 424(b)(5)
http://www.sec.gov/Archives/edgar/data/47217/000119312511248114/d...
Table of Contents
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 customers in the government, health and
education sectors. Our offerings span:

·

multi-vendor customer services, including infrastructure technology and business process outsourcing,

technology support and maintenance, application development and support services and consulting and
integration services;

·

enterprise information technology infrastructure, including enterprise storage and server technology, networking

products and solutions, information management software and software that optimizes business technology
investments;

·

personal computing and other access devices; and

·

imaging and printing-related products and services.
Our operations are organized into seven business segments: Services, Enterprise Servers, Storage and Networking
("ESSN"), HP Software, the Personal Systems Group ("PSG"), the Imaging and Printing Group ("IPG"), HP Financial Services
("HPFS") and Corporate Investments. Services, ESSN and HP Software are reported collectively as a broader HP Enterprise
Business. While the HP Enterprise Business is not an operating segment, we sometimes provide financial data aggregating the
segments within it in order to provide a supplementary view of our business. In each of the past three fiscal years, notebooks,
desktops and printing supplies each accounted for more than 10% of our consolidated net revenue. In fiscal 2009 and 2010,
infrastructure technology outsourcing also accounted for more than 10% of our consolidated net revenue.
HP Enterprise Business
The HP Enterprise Business 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. HP Enterprise Business products, software and services help accelerate growth, minimize risk and reduce costs to
optimize the business value of customers' IT investments. Companies around the globe leverage HP's infrastructure solutions to
deploy next generation data centers and address business challenges ranging from compliance to business continuity. The HP
Enterprise Business'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 financial
reporting segments within the HP Enterprise Business are described in detail below.

S-2
6 of 64
9/15/2011 7:49 AM

Filed Pursuant to Rule 424(b)(5)
http://www.sec.gov/Archives/edgar/data/47217/000119312511248114/d...
Table of Contents
Services
Services provides consulting, outsourcing and technology services across infrastructure, applications and business
process domains. Services delivers to its clients by leveraging investments in consulting and support professionals, infrastructure
technology, applications, standardized methodologies, and global supply and delivery. Our services businesses also create
opportunities for us to sell additional hardware units by offering solutions that encompass both products and services. Services is
divided into four main business units: infrastructure technology outsourcing, technology services, applications services and
business process outsourcing.
Infrastructure Technology Outsourcing. Infrastructure technology outsourcing delivers comprehensive services that
streamline and optimize our clients' infrastructure to efficiently enhance performance, reduce costs, mitigate risk and enable
business change. These services encompass the data center and the workplace (desktop); network and communications; and
security, compliance and business continuity. We also offer a set of managed services, providing a cross-section of our broader
infrastructure services for smaller discrete engagements.
Technology Services. HP provides consulting and support services, as well as warranty support across HP's product
lines. HP specializes in keeping technology running with mission critical services, converged infrastructure services, networking
services, data center transformation services and infrastructure services for storage, server and unified communication
environments. HP's technology services offerings are available in the form of service contracts, pre-packaged offerings (HP Care
Pack services) or on an individual basis.
Application Services. Applications services help clients revitalize and manage their applications assets through
flexible, project-based, consulting services and longer-term outsourcing contracts. These full life cycle services encompass
application development, testing, modernization, system integration, maintenance and management. Applications projects open
doors to new infrastructure technology outsourcing and business process outsourcing opportunities and represent attractive cross-
selling opportunities to current HP clients.
Business Process Outsourcing. Business process outsourcing is powered by a platform of underlying infrastructure
technology, applications and standardized methodologies and is supplemented by IT experience and in-depth, industry-specific
knowledge. These services encompass both industry-specific and cross-industry solutions. Our cross-industry solutions include a
broad array of enterprise shared services, customer relationship management services, financial process management services
and administrative services.
Enterprise Servers, Storage and Networking
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 server, storage and networking solutions, ESSN aims to
optimize the combined product solutions required by different customers and provide solutions for a wide range of operating
environments, spanning both the enterprise and the SMB markets. ESSN provides server, storage and networking products in a
number of categories.

S-3
7 of 64
9/15/2011 7:49 AM

Filed Pursuant to Rule 424(b)(5)
http://www.sec.gov/Archives/edgar/data/47217/000119312511248114/d...
Table of Contents
Industry Standard Servers. Industry standard servers include primarily entry-level and mid-range ProLiant servers,
which run primarily Windows®, 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 2010, HP's industry standard server business
continued to lead the industry in terms of units shipped and revenue. HP also has a leadership position in server blades, the fastest
growing segment of the market.
Business Critical Systems. Business critical systems include HP Integrity servers based on the Intel® Itanium®-based
processor that run HP-UX, Windows® and OpenVMS operating systems, as well as fault-tolerant HP Integrity NonStop solutions.
Business critical systems also include HP's scale-up x86 ProLiant servers with more than four processors. In addition, HP
continues to support the HP 9000 servers and HP AlphaServers with compelling offers available to upgrade these legacy systems
to current HP Integrity systems. During 2010, we introduced new Integrity blade servers and the Superdome 2 server solution
based on the BladeSystem architecture.
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 StoreOnce data deduplication
solutions, tape drives, tape libraries and optical archival storage.
Networking. HP's networking offerings include Ethernet switch products that enhance computing and enterprise
solutions sold under the ProCurve, 3Com and TippingPoint brands.
HP Software
HP Software is a leading provider of enterprise and service-provider software and services. Our portfolio consists of:
Enterprise IT management software. Enterprise IT management solutions, including support and professional services,
allow customers to manage IT infrastructure, operations, applications, IT services, and business processes. These solutions also
include tools to automate data center operations and IT processes. We market them as the HP business technology optimization
suite, and we deliver them in the form of traditional software licenses and, in some cases, via a software-as-a-service
distribution model.
Information management and business intelligence solutions. Our information management and business intelligence
solutions include information data strategy, enterprise data warehousing, data integration, data protection, archiving, compliance,
e-discovery and records management products. These solutions enable businesses to extract more value from their structured and
unstructured information.
Personal Systems Group
PSG is the leading provider of personal computers ("PCs") in the world based on unit volume shipped and annual
revenue. PSG provides commercial PCs, consumer PCs, workstations, handheld computing devices, calculators and other related
accessories, software and services for the commercial and consumer markets. We group commercial desktops, commercial
notebooks and workstations into

S-4
8 of 64
9/15/2011 7:49 AM

Filed Pursuant to Rule 424(b)(5)
http://www.sec.gov/Archives/edgar/data/47217/000119312511248114/d...
Table of Contents
commercial clients and consumer desktop and consumer notebooks into consumer clients when describing our performance in
these markets. Like the broader PC market, PSG continues to experience a shift toward mobile products such as notebooks. Both
commercial and consumer PCs are based predominately on the Windows® operating system and use Intel and AMD processors.
Commercial PCs. Commercial PCs are optimized for commercial uses, including enterprise and small and
medium-sized business ("SMB") customers, and for connectivity and manageability in networked environments. Commercial PCs
include HP Compaq, HP Pro and HP Elite lines of business desktops and notebooks, as well as the All in One TouchSmart and
Omni PCs, HP Mini-Note PCs, HP Blade PCs, Retail POS systems and HP TwinClients.
Consumer PCs. Consumer PCs include the HP and Compaq series of multi-media consumer desktops, notebooks and
mini notebooks, including the TouchSmart line of touch-enabled all-in-one desktops and notebooks.
Workstations. Workstations are individual computing products designed for users demanding enhanced performance,
such as computer animation, engineering design and other programs requiring high-resolution graphics. PSG provides
workstations that run on both Windows® and Linux-based operating systems.
Handheld Computing. PSG provides a series of HP iPAQ Pocket PC handheld computing devices that run on
Windows® Mobile software. These products range from basic PDAs to advanced "smartphone" devices with voice and data
capability.
Imaging and Printing Group
IPG provides consumer and commercial printer hardware, printing supplies, printing media and scanning devices. IPG
is also focused on imaging solutions in the commercial markets. These solutions range from managed print services solutions to
addressing new growth opportunities in commercial printing and capturing high-value pages in areas such as industrial
applications, outdoor signage, and the graphic arts business.
Inkjet and Web Solutions. Inkjet and web solutions include HP's consumer and SMB inkjet solutions (hardware,
supplies, and media) and HP's retail and web businesses. These solutions include single function and all-in-one inkjet printers
targeted toward consumers and SMBs as well as retail publishing solutions, Snapfish and Logoworks.
LaserJet and Enterprise Solutions. LaserJet and enterprise solutions include LaserJet printers and supplies, multi-
function printers ("MFDs"), scanners and enterprise software solutions such as Exstream Software and Web Jetadmin.
Managed Enterprise Solutions. Managed enterprise solutions include managed print services products and solutions
delivered to enterprise customers partnering with third-party software providers to offer workflow solutions in the enterprise
environment.
Graphics Solutions. Graphics solutions include large format printing (Designjet and Scitex), large format supplies,
WebPress supplies, Indigo printing, specialty printing systems and inkjet high-speed production solutions.

S-5
9 of 64
9/15/2011 7:49 AM

Filed Pursuant to Rule 424(b)(5)
http://www.sec.gov/Archives/edgar/data/47217/000119312511248114/d...
Table of Contents
Printer Supplies. Printer supplies include LaserJet toner and inkjet printer cartridges, graphic solutions ink products
and other printing-related media.
HP Financial Services
HPFS supports and enhances HP's global product and service solutions, providing a broad range of value-added
financial life-cycle management services. HPFS enables our worldwide customers to acquire complete IT solutions, including
hardware, software and services. The group offers leasing, financing, utility programs and asset recovery services, as well as
financial asset management services for large global and enterprise customers. HPFS also provides an array of specialized
financial services to SMBs and educational and governmental entities. HPFS offers innovative, customized and flexible
alternatives to balance unique customer cash flow, technology obsolescence and capacity needs.
Corporate Investments
Corporate Investments includes Hewlett-Packard Laboratories, also known as HP Labs, and certain business incubation
projects. The segment also includes certain video collaboration products sold under the brand "Halo" and smartphones and
tablets running on the WebOS operating system. Corporate Investments also derives revenue from licensing specific HP
technology to third parties.
HP was 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.
Recent Developments
Evaluation of Strategic Alternatives for Personal Systems Group
In August 2011, HP announced that its Board of Directors has authorized the evaluation of strategic alternatives for PSG.
The preferred alternative is the separation of its PC business into a separate company through a spin-off or other transaction, but
the evaluation process is ongoing. HP expects the evaluation process to be completed by the end of calendar year 2011, and any
separation or other strategic plan to be implemented within approximately 12-18 months after the date of the original
announcement. There can be no assurance that any transaction relating to PSG will be pursued or completed.
Proposed Acquisition of Autonomy Corporation plc
In August 2011, HP announced the terms of a recommended cash offer (the "Offer") by Hewlett-Packard Vision B.V., an
indirect wholly-owned subsidiary of HP, for the entire issued and to be issued share capital of Autonomy Corporation plc
("Autonomy") for an offer price of £25.50 per share in cash, representing an enterprise value of approximately $11 billion. The
Offer is subject to customary conditions including, acceptance of the Offer by the holders of at least 75% of the

S-6
10 of 64
9/15/2011 7:49 AM