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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
(MARK ONE)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended October 31, 1994
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period
from to
Commission File Number: 1-4423
Exact name of registrant as specified in its charter:
HEWLETT-PACKARD COMPANY
STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION:
California
I.R.S. EMPLOYER
IDENTIFICATION NO.:
94-1081436
ADDRESS OF PRINCIPAL EXECUTIVE OFFICES:
3000 Hanover Street, Palo Alto, California 94304
TELEPHONE NO.:
(415) 857-1501
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
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Common Stock New York Stock Exchange, Inc.
par value $1 London Stock Exchange
per share Paris Bourse
Tokyo Stock Exchange
German (Frankfurt and Stuttgart) Stock Exchange
Swiss (Zurich, Basel, Geneva and Lausanne) Stock
Exchange
Pacific Stock Exchange, Inc.
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/ No / /
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. /X/
The aggregate market value of the registrant's common stock held by
nonaffiliates as of December 30, 1994 was $19,917,961,587.
Indicate the number of shares outstanding of each of the issuer's classes
of common stock as of December 30, 1994: 256,480,524 shares of $1 par value
common stock.
DOCUMENTS INCORPORATED BY REFERENCE
DOCUMENT DESCRIPTION 10-K PART
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Pages 23-45 (excluding order data) and 48 and the inside back
cover of the Registrant's 1994 Annual Report to Shareholders I, II, IV
Pages 2-18 and 25 of the Registrant's Notice of Annual Meeting
of Shareholders and Proxy Statement dated January 13, 1995 III
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PART I
ITEM 1. BUSINESS.
PRODUCTS AND SERVICES
Hewlett-Packard Company 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.
Hewlett-Packard Company, together with its consolidated subsidiaries (the
"Company"), is engaged worldwide in the design, manufacture and service of
electronic equipment and systems for measurement, computation and
communications. The Company offers a wide variety of systems and standalone
products, including computer systems and peripheral products, electronic test
equipment and systems, medical electronic equipment, calculators and other
personal information products, solid state components and instrumentation for
chemical analysis. These products are used in industry, business, engineering,
science, education and medicine. A summary of the Company's net revenue as
contributed by its major classes of products and services is found on page 44 of
the Company's 1994 Annual Report to Shareholders, which page (excluding order
data) is incorporated herein by reference.
The Company's computers, computer systems, personal information products,
personal peripheral products and other peripherals are used in a variety of
applications, including scientific and engineering computation and analysis,
instrument control and business information management. The Company's core
computing products and technologies include its PA-RISC architecture for systems
and workstations and software infrastructure for open systems. The Company's
general-purpose computers and computer systems include scalable families of
systems and servers for use in small workgroups, larger departments and entire
data centers. Key products include the HP 9000 series, which runs HP-UX, HP's
implementation of the UNIX(R)(1) operating system, and comprises both
workstations with powerful computational and graphics capabilities and multiuser
computers for both technical and commercial applications; and the HP Vectra
series of IBM-compatible PCs (personal computers) for use in business,
engineering, manufacturing and chemical analysis. The Company offers software
programming services, network services, distributed system services and data
management services. Customers of the Company's computers, computer systems and
software infrastructure products include original equipment manufacturers,
dealers, value-added resellers and retailers, as well as end users for a variety
of applications.
In the field of computing during fiscal 1994, the Company expanded its
Corporate Business Systems product line, a family of multiuser systems and
servers that spans products in both the HP 9000 and the HP 3000 series. The HP
9000 Model T500 Corporate Business Server runs the HP-UX operating system, while
the new HP 3000 Corporate Business Systems run the POSIX-compliant MPE/iX
operating system. Also introduced this year were the HP 9000 E-class business
servers, which extend the HP 9000 family of PA-RISC-based workstations and
servers. Other introductions included models 712/60 and 712/80i of the Series
700 family of workstations, which are the first implementations of the Company's
PA-7100LC microprocessor, also introduced this year; the HP ENTRIA family of X
terminals; the HP Vectra VL2 series of PCs and the HP Vectra 486/25VL Model
170MM PC, the Company's first multimedia PC; and a series of HP Vectra PC
servers.
Software introductions included HP OpenView Version 3.3, which includes
more than 30 enhancements to the Company's network- and systems-management
platform; the COBOL SoftBench and COBOL/C SoftBench software-development
environments, which are based on HP SoftBench, the open, integrated CASE
(computer-aided-software-engineering) environment that is a de facto standard;
and HP Odapter, software that allows Oracle7 relational databases to store
objects created by object-oriented applications.
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(1) UNIX is a registered trademark in the United States and other countries,
licensed exclusively through X/Open(TM) Company Limited.
X/Open is a trademark of X/Open Company Limited in the UK and other
countries.
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The Company's peripheral products include a variety of system and desktop
printers, such as the HP LaserJet family; the HP DeskJet family, which is based
on the Company's thermal inkjet technology; a family of graphic plotters and
page scanners; video display terminals; disk (magnetic and optical) and tape
drives and related autochangers. In fiscal 1994 the Company introduced the HP
LaserJet 4 Plus and 4M Plus printers, 12-page-per-minute printers that replaced
the LaserJet 4 and 4M printers and are 30 to 40 percent faster than their
predecessors; the HP LaserJet 4V, HP's fastest desktop laser printer; the HP
Color LaserJet printer, which gives corporate computer users the print quality,
speed and ease of use of a LaserJet at an affordable price; the HP DeskJet 560C
and DeskWriter 560C for Macintosh computers, which use an HP-developed
technology called ColorSmart for easier and more vivid full-color printing; the
HP DeskJet 540 and HP DeskWriter 540 printers, the lowest-priced DeskJet
printers that are targeted at the rapidly growing home market; the DeskJet 320
printer for notebook PCs and the DeskWriter 320 printer for Macintosh
PowerBooks; the HP ScanJet IIcx scanner, which brought desktop scanning to a
wide range of business communicators; and the HP OfficeJet printer-fax-copier,
the first product from HP to perform all three functions.
The Company also produces measurement systems for use in electronics,
medicine and analytical chemistry. Test and measurement instruments include
voltmeters and multimeters that measure voltage, current and resistance;
counters that measure the frequency of an electrical signal; oscilloscopes and
logic analyzers that measure electrical changes in relation to time; signal
generators that provide the electrical stimulus for the testing of systems and
components; specialized communications and semiconductor test equipment; and
atomic frequency standards, which are used in accurate time-interval and
timekeeping applications. Instruments for medical applications include
continuous monitoring systems for critical-care patients, medical
data-management systems, fetal monitors, electrocardiographs, cardiac
catheterization laboratory systems, blood gas measuring instruments, diagnostic
ultrasonic imaging systems and cardiac defibrillators. Instruments for
analytical applications include gas and liquid chromatographs, mass
spectrometers, laboratory data systems and spectrophotometers. Key product
introductions for measurement systems in fiscal 1994 included the first test set
to measure waveform quality for CDMA, a new U.S. standard for digital-cellular
communications; the HP AcceSS7 Monitoring System, an open-systems platform that
monitors Signaling System #7 networks, which are the distributed computers and
databases that control call routing in telecommunications; the HP CareVue
Clinical Event Review, a workstation-based system that enables clinicians to
specify and retrieve patient data more quickly than before; and a liquid
chromatograph/mass spectrometer that helps bioscientists analyze biomolecules.
The Company continues to demonstrate its ability to combine measurement and
computation. The Company's Unified Laboratory strategy is designed to improve a
user's productivity by allowing computers in the analytical laboratory to serve
as adjuncts to analytical instrumentation while broadening the user's ability to
communicate with other parts of the organization. The Office of the Chemist is a
subset of the Unified Laboratory in which an office-based workstation or PC,
with business software such as spreadsheets, is combined with analytical
equipment and data to allow a chemist to work more efficiently. The Company's
Clinical Information System combines patient data from monitoring instruments
with other information to assist nurses in providing health care.
The Company also manufactures electronic component products consisting
principally of microwave semiconductor, fiber-optic and optoelectronic devices,
including LEDs (light-emitting diodes). The products primarily are sold to other
manufacturers for incorporation into their electronic products but also are used
in many of the Company's products. In fiscal 1994, the Company introduced
transistors, integrated circuits and surface-mount diodes for radio-frequency
communications, a transmitter/receiver for infrared communications, and
red-orange LEDs that are the world's brightest.
The Company provides service for its equipment, systems and peripherals,
including support and maintenance services, parts and supplies for design and
manufacturing systems, office and information systems, general-purpose
instruments, computers and computer systems, peripherals and network products.
During fiscal 1994, the Company derived 23 percent of its net revenue from such
services.
The Company strives, in all its businesses, to promote industry standards
that recognize customer preferences for open systems in which different vendors'
products can work together. The Company often
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bases its product innovations on such standards and seeks to make its technology
innovations into industry standards through licensing to other companies and
standards-setting groups. For example, during fiscal 1994 the Company's Demand
Priority protocol specification for 100VG-AnyLAN, a technology for high-speed
local area networks, was accepted by a working group of the IEEE, a key
standard-setting body.
MARKETING
Customers. The Company has approximately 600 sales and support offices and
distributorships in more than 120 countries. Sales are made to industrial and
commercial customers, educational and scientific institutions, healthcare
providers (including individual doctors, hospitals, clinics and research
laboratories) and, in the case of its calculators and other personal information
products, computer peripherals and PCs, to individuals for personal use.
Sales Organization. More than half of the Company's orders are derived
through value-added resale channels, including dealers and original equipment
manufacturers. The remaining product orders result from the efforts of its own
sales organization selling to end users. In fiscal 1994 a higher portion of the
Company's net revenue than in fiscal 1993 was generated from products such as
personal peripherals, which are primarily sold through dealers and other
value-added resellers. Sales operations are supported by approximately 34,000
individuals, including field service engineers, sales representatives, service
personnel and administrative support staff.
International. The Company's total orders originating outside of the
United States as a percentage of total Company orders were approximately 54
percent in fiscal 1994 and fiscal 1993, and 55 percent in fiscal 1992. The
majority of these international orders were from customers other than foreign
governments. Approximately two-thirds of the Company's international orders in
each of the last three fiscal years were derived from Europe, with most of the
balance coming from Japan, other countries in Asia Pacific, Latin America and
Canada.
Most of the Company's sales in international markets are made by foreign
sales subsidiaries. In countries with low sales volume, sales are made through
various representative and distributorship arrangements. Certain sales in
international markets, however, are made directly by the parent Company from the
United States.
The Company's international business is subject to risks customarily
encountered in foreign operations, including fluctuations in monetary exchange
rates, import and export controls and the economic, political and regulatory
policies of foreign governments. The Company believes that its international
diversification provides stability to its worldwide operations and reduces the
impact on the Company of adverse economic changes in any single country. A
summary of the Company's net revenue, earnings from operations and identifiable
assets by geographic area is found on page 42 of the Company's 1994 Annual
Report to Shareholders, which page is incorporated herein by reference.
COMPETITION
The Company encounters aggressive competition in all areas of its business
activity. Its competitors are numerous, ranging from some of the world's largest
corporations to many relatively small and highly specialized firms. The Company
competes primarily on the basis of technology, performance, price, quality,
reliability, distribution and customer service and support. The Company's
reputation, the ease of use of its products and the ready availability of
customer training are also important competitive factors.
The computer market is characterized by vigorous competition among major
corporations with long-established positions and a large number of new and
rapidly growing firms. While the absence of reliable statistics makes it
difficult to state the Company's relative position, the Company believes that it
is the second-largest U.S.-based manufacturer of general-purpose computers,
personal peripherals such as desktop printers, and calculators and other
personal information products, all for industrial, scientific and business
applications. The markets for test and measurement instruments are influenced by
specialized manufacturers which often have great strength in narrow market
segments. In general, however, the Company believes that it is one of the
principal suppliers in these markets.
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BACKLOG
The Company believes that backlog is not a meaningful indicator of future
business prospects due to the volume of products delivered from shelf
inventories, the shortening of product delivery schedules, and the portion of
revenue related to its service and support business. Therefore, the Company
believes that backlog information is not material to an understanding of its
business.
PATENTS
The Company's general policy has been to seek patent protection for those
inventions and improvements likely to be incorporated into its products or to
give the Company a competitive advantage. While the Company believes that its
patents and applications have value, in general no single patent is in itself
essential. The Company believes that its technological position depends
primarily on the technical competence and creative ability of its research and
development personnel.
MATERIALS
The Company's manufacturing operations employ a wide variety of
semiconductors, electro-mechanical components and assemblies, and raw materials
such as plastic resins and sheet metal. The Company believes that the materials
and supplies necessary for its manufacturing operations are presently available
in the quantities required. The Company purchases materials, supplies and
product sub-assemblies from a substantial number of vendors. For many of its
products, the Company has existing alternate sources of supply, or such sources
are readily available. A portion of the Company's manufacturing operations is
dependent on the ability of significant suppliers to deliver integral
sub-assemblies and components in time to meet critical manufacturing schedules.
The failure of suppliers to deliver these sub-assemblies and components in a
timely manner may adversely affect the Company's operating results until
alternate sourcing could be developed. The Company believes that alternate
suppliers or design solutions could be arranged within a reasonable time so that
material long-term adverse impacts would be unlikely.
RESEARCH AND DEVELOPMENT
The process of developing new high technology products is complex and
uncertain and requires innovative designs that anticipate customer needs and
technological trends. After the products are developed, the Company must quickly
manufacture products in sufficient volumes at acceptable costs to meet demand.
Expenditures for research and development amounted to $2.0 billion in
fiscal 1994, $1.8 billion in fiscal 1993 and $1.6 billion in fiscal 1992. In
fiscal 1994, research and development expenditures were 8.1 percent of net
revenue.
ENVIRONMENT
The operations of the Company involve the use of substances regulated under
various federal, state and international laws governing the environment. It is
the Company's policy to apply strict standards for environmental protection to
sites inside and outside the U.S., even if not subject to regulations imposed by
local governments. Liability for environmental remediation is accrued when it is
considered probable and costs can be reasonably estimated. Environmental
expenditures are presently not material to HP's operations or financial
position.
EMPLOYEES
The Company had approximately 98,400 employees worldwide at October 31,
1994.
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ITEM 2. PROPERTIES.
The principal executive offices of the Company are located at 3000 Hanover
Street, Palo Alto, California 94304. As of October 31, 1994, the Company owned
or leased a total of approximately 42.7 million square feet of space worldwide.
The Company believes that its existing properties are in good condition and
suitable for the conduct of its business.
The Company's plants are equipped with machinery, most of which is owned by
the Company and is in part developed by it to meet the special requirements for
manufacturing precision electronic instruments and systems. At the end of fiscal
year 1994 the Company was productively utilizing the vast majority of the space
in its facilities, while actively disposing of space determined to be excess.
The Company anticipates that most of the capital necessary for expansion
will continue to be obtained from internally generated funds. Investment in new
property, plant and equipment amounted to $1.3 billion in fiscal 1994, $1.4
billion in fiscal 1993 and $1.0 billion in fiscal 1992.
As of October 31, 1994, the Company's marketing operations occupied
approximately 10.4 million square feet, of which 3.5 million square feet are
located within the United States. The Company owns 53% of the space used for
marketing activities and leases the remaining 47%.
The Company's manufacturing plants, research and development facilities and
warehouse and administrative facilities occupied 32.3 million square feet, of
which 22.6 million square feet are located within the United States. The Company
owns 74% of its manufacturing, research and development, warehouse and
administrative space and leases the remaining 26%. None of the property owned by
the Company is held subject to any major encumbrances.
The locations of the Company's geographic operations are listed on the
inside back cover of the Company's 1994 Annual Report to Shareholders, which
page is incorporated herein by reference. The locations of the Company's major
product development and manufacturing facilities and the HP Laboratories are
listed below:
PRODUCT DEVELOPMENT
AND MANUFACTURING
Americas
Cupertino, Folsom, Mountain
View, Newark, Palo Alto,
Rohnert Park, Roseville, San
Diego, San Jose, Santa Clara,
Santa Rosa, Sunnyvale and
Westlake Village, California
Colorado Springs, Fort Collins,
Greeley and Loveland,
Colorado
Wilmington, Delaware
Boise, Idaho
Andover and Chelmsford,
Massachusetts
Exeter, New Hampshire
Rockaway, New Jersey
Corvallis and
McMinnville, Oregon
Aguadilla, Puerto Rico
Everett, Spokane and
Vancouver, Washington
Edmonton, Calgary, Montreal
and Waterloo, Canada
Guadalajara, Mexico
Europe
Grenoble and L'Isle d'Abeau,
France
Boblingen and Waldbronn,
Germany
Bergamo, Italy
Amersfoort, The Netherlands
Barcelona, Spain
Bristol, Ipswich and South
Queensferry, United Kingdom
Asia Pacific
Melbourne, Australia
Beijing, Qingdao and
Shenzhen, China
Bangalore, India
Hachioji and
Kobe, Japan
Seoul, Korea
Penang, Malaysia
Singapore
HEWLETT-PACKARD
LABORATORIES
Palo Alto, California
Tokyo, Japan
Bristol, United Kingdom
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ITEM 3. LEGAL PROCEEDINGS.
There are presently pending no legal proceedings, other than routine
litigation incidental to the Company's business, to which the Company is a party
or to which any of its property is subject.
The Company is a party to, or otherwise involved in, proceedings brought by
federal or state environmental agencies under the Comprehensive Environmental
Response, Compensation and Liability Act ("CERCLA"), known as "Superfund," or
state laws similar to CERCLA. The Company is also conducting environmental
investigation or remediation at several of its current or former operating sites
pursuant to administrative orders or consent agreements with state environmental
agencies. Any future liability from such proceedings, in the aggregate, is not
expected to be material to the operations or financial position of the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS.
Information regarding the market prices of the Company's common stock and
the markets for that stock may be found on pages 45 and 48, respectively, of the
Company's 1994 Annual Report to Shareholders. The number of shareholders and
information concerning the Company's current dividend rate are set forth in the
section entitled "Common Stock, Dividend Policy" found on page 48 of that
report. Additional information concerning dividends may be found on pages 23,
30, 31 and 45 of the Company's 1994 Annual Report to Shareholders. Such pages
(excluding order data) are incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA.
Selected financial data for the Company is set forth on page 23 of the
Company's 1994 Annual Report to Shareholders, which page (excluding order data)
is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
A discussion of the Company's financial condition, changes in financial
condition and results of operations appears in the "Financial Review" found on
pages 25-27 and 29 of the Company's 1994 Annual Report to Shareholders. Such
pages are incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The consolidated financial statements of the Company, together with the
report thereon of Price Waterhouse LLP, independent accountants, and the
unaudited "Quarterly Summary" are set forth on pages 24, 28, 30-43 and 45 of the
Company's 1994 Annual Report to Shareholders, which pages (excluding order data
and "Statement of Management Responsibility") are incorporated herein by
reference.
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
Not applicable.
With the exception of the information incorporated by reference in Parts I,
II and IV of this Form 10-K, the Company's 1994 Annual Report to Shareholders is
not to be deemed filed as part of this report.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Information regarding directors of the Company is set forth under "Election
of Directors" on pages 4-8 of the Company's Notice of Annual Meeting of
Shareholders and Proxy Statement, dated January 13, 1995 (the "Notice and Proxy
Statement"), which pages are incorporated herein by reference.
The names of the executive officers of the Company, their ages, titles and
biographies as of December 30, 1994, are set forth below. All officers are
elected for a one-year term.
EXECUTIVE OFFICERS:
JAMES L. ARTHUR; AGE 60; SENIOR VICE PRESIDENT AND GENERAL MANAGER, WORLDWIDE
CUSTOMER SUPPORT OPERATIONS.
Mr. Arthur assumed his current position as General Manager of the Company's
Worldwide Customer Support Operations in 1989. He served as Director of the U.S.
Field Operations from 1984 to 1989. He became a Vice President of the Company in
1982 and a Senior Vice President in 1987.
EDWARD W. BARNHOLT; AGE 51; SENIOR VICE PRESIDENT AND GENERAL MANAGER, TEST AND
MEASUREMENT ORGANIZATION.
Mr. Barnholt was elected a Senior Vice President in 1993. He became Vice
President and General Manager, Test and Measurement Organization, with
responsibility for the Company's Electronic Instrument and Microwave and
Communications Groups, along with the Communications Test Business Unit, in
1990. Prior to 1990, he had been General Manager of the Electronic Instrument
Group since 1984. Mr. Barnholt was elected a Vice President of the Company in
1988.
RICHARD E. BELLUZZO; AGE 41; VICE PRESIDENT AND GENERAL MANAGER, COMPUTER
PRODUCTS ORGANIZATION.
Mr. Belluzzo was named General Manager of the Computer Products
Organization in 1993. Earlier in 1993 he became General Manager of the newly
formed Hardcopy Products Group. He was elected a Vice President in 1992. He was
named operations manager for the Boise Printer Operation when it was formed in
1987 and became General Manager of that operation when it became a division in
1988.
ALAN D. BICKELL; AGE 58; SENIOR VICE PRESIDENT AND MANAGING DIRECTOR, GEOGRAPHIC
OPERATIONS.
Mr. Bickell was elected a Vice President in 1984. He was Managing Director
of Intercontinental Operations from 1974 until 1992, when he was elected to his
current position.
JOEL S. BIRNBAUM; AGE 57; SENIOR VICE PRESIDENT, RESEARCH AND DEVELOPMENT.
Mr. Birnbaum was elected a Senior Vice President in 1993. He became Vice
President, Research and Development and Director, HP Laboratories in September
1991. Additionally, he served as General Manager, Information Architecture Group
from 1988 until 1991. He was elected a Vice President in 1984. He is a director
of Corporation for National Research Infrastructure.
S.T. JACK BRIGHAM III; AGE 55; VICE PRESIDENT, CORPORATE AFFAIRS AND GENERAL
COUNSEL.
Mr. Brigham was elected a Vice President in 1982 and became Vice President,
Corporate Affairs in 1992. He has served as General Counsel since 1976.
DOUGLAS K. CARNAHAN; AGE 53; VICE PRESIDENT AND GENERAL MANAGER, MEASUREMENT
SYSTEMS ORGANIZATION.
Mr. Carnahan was elected a Vice President in 1992. He was General Manager
of the Publishing Products Business Unit from 1988 to 1991, when he was promoted
to General Manager of the Printing Systems Group.
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In June 1993 he was named General Manager of Component Products, and in October
1993 he assumed his current post as General Manager of the Measurement Systems
Organization.
RAYMOND W. COOKINGHAM; AGE 51; VICE PRESIDENT AND CONTROLLER.
Mr. Cookingham was elected a Vice President in 1993. He has served as
Controller for the Company since 1986.
F. E. (PETE) PETERSON; AGE 53; VICE PRESIDENT, PERSONNEL.
Mr. Peterson was elected to his current position in 1992. In 1985, he was
named Corporate Personnel Operations Manager with responsibility for integrating
personnel policies and programs with the worldwide business strategies of the
Company. In 1990, he assumed additional responsibility as Director of Corporate
Personnel.
LEWIS E. PLATT; AGE 53; CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE
OFFICER, AND CHAIRMAN OF THE EXECUTIVE COMMITTEE.
Mr. Platt has served as a director of the Company, President and Chief
Executive Officer since November 1, 1992. The Board elected Mr. Platt to succeed
David Packard as Chairman in September 1993. He was an Executive Vice President
from 1987 to 1992. Mr. Platt held a number of management positions in the
Company prior to becoming its President, including managing the Computer Systems
Organization from 1990 to 1992 and the Computer Products sector from 1988 to
1990. He is a director of Molex Inc. and Pacific Telesis. He also serves on the
Cornell University Council and the Wharton School Board of Overseers.
WILLEM P. ROELANDTS; AGE 49; SENIOR VICE PRESIDENT AND GENERAL MANAGER, COMPUTER
SYSTEMS ORGANIZATION.
Mr. Roelandts was elected a Senior Vice President in 1993. He served as
General Manager of the Computer Systems Group from 1988 until he became General
Manager of the Networked Systems Group in the Computer Systems Organization in
1990. He was elected a Vice President and General Manager, Computer Systems
Organization in 1992.
ROBERT P. WAYMAN; AGE 49; EXECUTIVE VICE PRESIDENT, FINANCE AND ADMINISTRATION
AND CHIEF FINANCIAL OFFICER.
Mr. Wayman was elected a director of the Company effective December 1,
1993. He has been an Executive Vice President responsible for finance and
administration since 1992. He has held a number of financial management
positions in the Company and was elected a Vice President and Chief Financial
Officer in 1984. He is a director of Consolidated Freightways, Inc. He also
serves as a member of the Board of the Private Sector Council and of the Kellogg
Advisory Board, Northwestern University.
Information regarding compliance with Section 16(a) of the Securities
Exchange Act of 1934 is set forth on page 11 of the Notice and Proxy Statement,
which page is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION.
Information regarding the Company's compensation of its executive officers
is set forth on pages 12-18 and 25 of the Notice and Proxy Statement, which
pages are incorporated herein by reference. Information regarding the Company's
compensation of its directors is set forth on pages 2-4 of the Notice and Proxy
Statement, which pages are incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Information regarding security ownership of certain beneficial owners and
management is set forth on pages 8-11 of the Notice and Proxy Statement, which
pages are incorporated herein by reference.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Information regarding transactions with the Company's executive officers
and directors is set forth on page 25 of the Notice and Proxy Statement, which
page is incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) The following documents are filed as part of this report:
1. Financial Statements:
PAGE IN
ANNUAL
REPORT TO
SHAREHOLDERS*
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Report of Independent Accountants.......................... 43
Consolidated Statement of Earnings for the three years
ended October 31, 1994................................... 24
Consolidated Balance Sheet at October 31, 1994 and 1993.... 28
Consolidated Statement of Cash Flows for the three years
ended October 31, 1994................................... 30
Consolidated Statement of Shareholders' Equity for the
three years ended October 31, 1994....................... 31
Notes to Consolidated Financial Statements................. 32-42
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* Incorporated by reference from the indicated pages of the 1994 Annual Report
to Shareholders.
2. Financial Statement Schedules:
None.
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3. Exhibits:
1. Not applicable.
2. None.
3(a). Registrant's Amended Articles of Incorporation, which appear as Exhibit
3(a) to Registrant's Annual Report on Form 10-K for the fiscal year ended
October 31, 1988, which Exhibit is incorporated herein by reference.
3(b). Registrant's Amended By-Laws, which appear as Exhibit 3(b) to Registrant's
Annual Report on Form 10-K for the fiscal year ended October 31, 1992,
which Exhibit is incorporated herein by reference.
4. None.
5-8. Not applicable.
9. None.
10(a). Registrant's 1979 Incentive Stock Option Plan, which appears as Exhibit
10(a) to Registrant's Annual Report on Form 10-K for the fiscal year ended
October 31, 1983, which Exhibit is incorporated herein by reference.*
10(b). Registrant's 1979 Incentive Stock Option Plan Agreements, which appear as
Exhibit 10(b) to Registrant's Annual Report on Form 10-K for the fiscal
year ended October 31, 1983, which Exhibit is incorporated herein by
reference.*
10(c). Letter dated September 24, 1984 to optionees advising them of amendment to
1979 Incentive Stock Option Plan Agreement (Exhibit 10(b) above), which
appears as Exhibit 10(c) to Registrant's Annual Report on Form 10-K for the
fiscal year ended October 31, 1984, which Exhibit is incorporated herein by
reference.*
10(d). Registrant's 1983 Officers Early Retirement Plan, amended and restated as
of January 1, 1990 which appears as Exhibit 10(d) to Registrant's Annual
Report on Form 10-K for the fiscal year ended October 31, 1990, which
Exhibit is incorporated herein by reference.*
10(e). Registrant's 1985 Incentive Compensation Plan, which appears as Exhibit
10(e) to Registrant's Annual Report on Form 10-K for the fiscal year ended
October 31, 1984, which Exhibit is incorporated herein by reference.*
10(f). Registrant's 1985 Incentive Compensation Plan Stock Option Agreements,
which appear as Exhibit 10(f) to Registrant's Annual Report on Form 10-K
for the fiscal year ended October 31, 1984, which Exhibit is incorporated
herein by reference.*
10(g). Registrant's Excess Benefit Retirement Plan, amended and restated as of
November 1, 1989, which appears as Exhibit 10(g) to Registrant's Annual
Report on Form 10-K for the fiscal year ended October 31, 1990, which
Exhibit is incorporated herein by reference.*
10(h). Registrant's 1985 Incentive Compensation Plan restricted stock agreements,
which appear as Exhibit 10(h) to Registrant's Annual Report on Form 10-K
for the fiscal year ended October 31, 1985, which Exhibit is incorporated
herein by reference.*
10(i). Registrant's 1987 Director Option Plan, which appears as Appendix A to
Registrant's Proxy Statement dated January 16, 1987, which Appendix is
incorporated herein by reference.*
10(j). Registrant's 1989 Independent Director Deferred Compensation Program, which
appears as Exhibit 10(j) to Registrant's Annual Report on Form 10-K for the
fiscal year ended October 31, 1989, which Exhibit is incorporated herein by
reference.*
10(k). Registrant's 1990 Incentive Stock Plan, which appears as Appendix A to
Registrant's Proxy Statement dated January 11, 1990, which Appendix is
incorporated herein by reference.*
10
12
10(l). Registrant's 1990 Incentive Stock Plan stock option and restricted stock
agreements, which appear as Exhibit 10(l) to Registrant's Annual Report on
Form 10-K for the fiscal year ended October 31, 1990, which Exhibit is
incorporated herein by reference.*
10(m). Resolution dated July 17, 1991 adopting amendment to Registrant's 1979
Incentive Stock Option Plan, which appears as Exhibit 10(m) to Registrant's
Annual Report on Form 10-K for the fiscal year ended October 31, 1991,
which Exhibit is incorporated herein by reference.*
10(n). Resolution dated July 17, 1991 adopting amendment to Registrant's 1985
Incentive Compensation Plan, which appears as Exhibit 10(n) to Registrant's
Annual Report on Form 10-K for the fiscal year ended October 31, 1991,
which Exhibit is incorporated herein by reference.*
10(o). Resolution dated July 17, 1991 adopting amendment to Registrant's 1987
Director Option Plan, which appears as Exhibit 10(o) to Registrant's Annual
Report on Form 10-K for the fiscal year ended October 31, 1991, which
Exhibit is incorporated herein by reference.*
10(p). Resolution dated July 17, 1991 adopting amendment to Registrant's 1990
Incentive Stock Plan, which appears as Exhibit 10(p) to Registrant's Annual
Report on Form 10-K for the fiscal year ended October 31, 1991, which
Exhibit is incorporated herein by reference.*
10(q). Registrant's 1995 Incentive Stock Plan, which appears as Appendix A to
Registrant's Proxy Statement dated January 13, 1995, which Appendix is
incorporated herein by reference.*
11-12. None.
13. Pages 23-45 (excluding order data and "Statement of Management
Responsibility") and 48 and the inside back cover of Registrant's 1994
Annual Report to Shareholders.
14-17. Not applicable.
18. None.
19-20. Not applicable.
21. Subsidiaries of Registrant as of January 16, 1995.
22. None.
23. Consent of Independent Accountants.
24. Powers of Attorney. Contained in page 12 of this Annual Report on Form 10-K
and incorporated herein by reference.
25-26. Not applicable.
27. Financial Data Schedule.
28. None.
99. 1994 Employee Stock Purchase Plan Annual Report on Form 11-K.
- ---------------
* Indicates management contract or compensatory plan, contract or arrangement.
Exhibit numbers may not correspond in all cases to those numbers in Item
601 of Regulation S-K because of special requirements applicable to EDGAR
filers.
(b) Reports on Form 8-K
None.
11
13
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
HEWLETT-PACKARD COMPANY
Date: January 27, 1995 By: D. CRAIG NORDLUND
---------------------------------
D. CRAIG NORDLUND
ASSOCIATE GENERAL COUNSEL AND SECRETARY
POWER OF ATTORNEY
Know All Persons By These Presents, that each person whose signature
appears below constitutes and appoints D. Craig Nordlund and Ann O. Baskins, or
either of them, his or her attorneys-in-fact, for such person in any and all
capacities, to sign any amendments to this report and to file the same, with
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
either of said attorneys-in-fact, or substitute or substitutes, may do or cause
to be done by virtue hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
REGISTRANT AND IN THE CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE
- ------------------------------------- --------------------------------- ------------------
RAYMOND W. COOKINGHAM Vice President and Controller January 20, 1995
- ------------------------------------- (Principal Accounting Officer)
RAYMOND W. COOKINGHAM
THOMAS E. EVERHART Director January 19, 1995
- -------------------------------------
THOMAS E. EVERHART
JOHN B. FERY Director January 20, 1995
- -------------------------------------
JOHN B. FERY
JEAN-PAUL G. GIMON Director January 20, 1995
- -------------------------------------
JEAN-PAUL G. GIMON
RICHARD A. HACKBORN Director January 20, 1995
- -------------------------------------
RICHARD A. HACKBORN
HAROLD J. HAYNES Director January 20, 1995
- -------------------------------------
HAROLD J. HAYNES
WALTER B. HEWLETT Director January 20, 1995
- -------------------------------------
WALTER B. HEWLETT
SHIRLEY M. HUFSTEDLER Director January 20, 1995
- -------------------------------------
SHIRLEY M. HUFSTEDLER
12
14
SIGNATURE TITLE DATE
- ------------------------------------- --------------------------------- ------------------
Director
- -------------------------------------
GEORGE A. KEYWORTH II
PAUL F. MILLER, JR. Director January 20, 1995
- -------------------------------------
PAUL F. MILLER, JR.
SUSAN P. ORR Director January 20, 1995
- -------------------------------------
SUSAN P. ORR
DAVID W. PACKARD Director January 20, 1995
- -------------------------------------
DAVID W. PACKARD
DONALD E. PETERSEN Director January 20, 1995
- -------------------------------------
DONALD E. PETERSEN
LEWIS E. PLATT Chairman, President and Chief January 23, 1995
- ------------------------------------- Executive Officer (Principal
LEWIS E. PLATT Executive Officer)
ROBERT P. WAYMAN Executive Vice President, Finance January 20, 1995
- ------------------------------------- and Administration, Chief
ROBERT P. WAYMAN Financial Officer and Director
(Principal Financial Officer)
13
15
5963-5439EUS
16
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT
- ------- -------
1. Not applicable.
2. None.
3(a). Registrant's Amended Articles of Incorporation, which appear as
Exhibit 3(a) to Registrant's Annual Report on Form 10-K for the
fiscal year ended October 31, 1988, which Exhibit is incorporated
herein by reference.
3(b). Registrant's Amended By-Laws, which appear as Exhibit 3(b) to
Registrant's Annual Report on Form 10-K for the fiscal year ended
October 31, 1992, which Exhibit is incorporated herein by
reference.
4. None.
5-8. Not applicable.
9. None.
10(a). Registrant's 1979 Incentive Stock Option Plan, which appears as
Exhibit 10(a) to Registrant's Annual Report on Form 10-K for the
fiscal year ended October 31, 1983, which Exhibit is incorporated
herein by reference.
10(b). Registrant's 1979 Incentive Stock Option Plan Agreements, which
appear as Exhibit 10(b) to Registrant's Annual Report on Form 10-
K for the fiscal year ended October 31, 1983, which Exhibit is
incorporated herein by reference.
10(c). Letter dated September 24, 1984 to optionees advising them of
amendment to 1979 Incentive Stock Option Plan Agreement (Exhibit
10(b) above), which appears as Exhibit 10(c) to Registrant's
Annual Report on Form 10-K for the fiscal year ended October 31,
1984, which Exhibit is incorporated herein by reference.
10(d). Registrant's 1983 Officers Early Retirement Plan, amended and
restated as of January 1, 1990 which appears as Exhibit 10(d) to
Registrant's Annual Report on Form 10-K for the fiscal year ended
October 31, 1990, which Exhibit is incorporated herein by
reference.
10(e). Registrant's 1985 Incentive Compensation Plan, which appears as
Exhibit 10(e) to Registrant's Annual Report on Form 10-K for the
fiscal year ended October 31, 1984, which Exhibit is incorporated
herein by reference.
10(f). Registrant's 1985 Incentive Compensation Plan Stock Option
Agreements, which appear as Exhibit 10(f) to Registrant's Annual
Report on Form 10-K for the fiscal year ended October 31, 1984,
which Exhibit is incorporated herein by reference.
10(g). Registrant's Excess Benefit Retirement Plan, amended and restated
as of November 1, 1989, which appears as Exhibit 10(g) to
Registrant's Annual Report on Form 10-K for the fiscal year ended
October 31, 1990, which Exhibit is incorporated herein by
reference.
17
EXHIBIT
NUMBER EXHIBIT
- ------- -------
10(h). Registrant's 1985 Incentive Compensation Plan restricted stock
agreements, which appear as Exhibit 10(h) to Registrant's Annual
Report on Form 10-K for the fiscal year ended October 31, 1985,
which Exhibit is incorporated herein by reference.
10(i). Registrant's 1987 Director Option Plan, which appears as Appendix
A to Registrant's Proxy Statement dated January 16, 1987, which
Appendix is incorporated herein by reference.
10(j). Registrant's 1989 Independent Director Deferred Compensation
Program, which appears as Exhibit 10(j) to Registrant's Annual
Report on Form 10-K for the fiscal year ended October 31, 1989,
which Exhibit is incorporated herein by reference.
10(k). Registrant's 1990 Incentive Stock Plan, which appears as Appendix
A to Registrant's Proxy Statement dated January 11, 1990, which
Appendix is incorporated herein by reference.
10(l). Registrant's 1990 Incentive Stock Plan stock option and restricted
stock agreements, which appear as Exhibit 10(l) to Registrant's
Annual Report on Form 10-K for the fiscal year ended October 31,
1990, which Exhibit is incorporated herein by reference.
10(m). Resolution dated July 17, 1991 adopting amendment to Registrant's
1979 Incentive Stock Option Plan, which appears as Exhibit 10(m)
to Registrant's Annual Report on Form 10-K for the fiscal year
ended October 31, 1991, which Exhibit is incorporated herein by
reference.
10(n). Resolution dated July 17, 1991 adopting amendment to Registrant's
1985 Incentive Compensation Plan, which appears as Exhibit 10(n)
to Registrant's Annual Report on Form 10-K for the fiscal year
ended October 31, 1991, which Exhibit is incorporated herein by
reference.
10(o). Resolution dated July 17, 1991 adopting amendment to Registrant's
1987 Director Option Plan, which appears as Exhibit 10(o) to
Registrant's Annual Report on Form 10-K for the fiscal year ended
October 31, 1991, which Exhibit is incorporated herein by
reference.
10(p). Resolution dated July 17, 1991 adopting amendment to Registrant's
1990 Incentive Stock Plan, which appears as Exhibit 10(p) to
Registrant's Annual Report on Form 10-K for the fiscal year ended
October 31, 1991, which Exhibit is incorporated herein by
reference.
10(q). Registrant's 1995 Incentive Stock Plan, which appears as Appendix
A to Registrant's Proxy Statement dated January 13, 1995, which
Appendix is incorporated herein by reference.
11-12. None.
13. Pages 23-45 (excluding order data and "Statement of Management
Responsibility") and 48 and the inside back cover of Registrant's
1994 Annual Report to Shareholders.
14-17. Not applicable.
18
EXHIBIT
NUMBER EXHIBIT
- ------- -------
18. None.
19-20. Not applicable.
21. Subsidiaries of Registrant as of January 16, 1995.
22. None.
23. Consent of Independent Accountants.
24. Powers of Attorney. Contained in page 12 of this Annual Report on
Form 10-K and incorporated herein by reference.
25-26. Not applicable.
27. Financial Data Schedule.
28. None.
99. 1994 Employee Stock Purchase Plan Annual Report on Form 11-K.
Exhibit Numbers may not correspond in all cases to those numbers in Item 601 of
Regulation S-K because of special requirements applicable to EDGAR filers.