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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, 1996
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
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (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 Pacific Stock Exchange, Inc.
per share
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
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. [ ]
The aggregate market value of the registrant's common stock held by
nonaffiliates as of December 27, 1996 was $40,735,599,574.
Indicate the number of shares outstanding of each of the issuer's classes
of common stock as of December 27, 1996: 1,017,105,000 shares of $1 par value
common stock.
DOCUMENTS INCORPORATED BY REFERENCE
DOCUMENT DESCRIPTION 10-K PART
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Pages 29-54 (excluding order data and "Statement of Management
Responsibility") and the inside back cover of the registrant's
1996 Annual Report to Shareholders I, II, IV
Pages 2-19 and 26 of the registrant's Notice of Annual Meeting
of Shareholders and Proxy Statement dated January 13, 1997 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.
On a worldwide basis, Hewlett-Packard Company, together with its
consolidated subsidiaries (the "Company"), designs, manufactures and services
equipment and systems for measurement, computation and communications. The
Company offers a wide variety of systems and standalone products, including
computer systems, personal computers ("PCs"), printers and other peripheral
products, calculators and other personal information products, electronic test
equipment and systems, medical electronic equipment, solid state components and
instrumentation for chemical analysis. Services such as systems integration,
selective-outsourcing management, consulting, education, product financing and
rentals, as well as customer support and maintenance, are also an integral part
of the Company's offerings. These products and services are used in industry,
business, engineering, science, medicine and education. A summary of the
Company's net revenue as contributed by its major groupings of similar products
and services is found on page 53 of the Company's 1996 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 PCs,
servers and systems for use in homes, small workgroups, larger departments and
entire enterprises. Key products include the HP 9000 series, which runs HP-UX,
the Company's implementation of the UNIX(R)(1) operating system, and comprises
both workstations with powerful computational and graphics capabilities as well
as multiuser computers for both technical and commercial applications; the HP
NetServer series of PC servers; the HP Pavilion multimedia home PC; and the HP
Vectra series of IBM-compatible PCs 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 1996, the Company introduced new HP
9000 K-Class enterprise servers, which are used primarily as application,
Internet, database, LAN and Network File System and compute-intensive servers;
and new HP 9000 D-Class enterprise servers, which are used primarily as large-
capacity Web servers and in small to medium-sized workgroups or businesses. The
Company also announced its next-generation PA-RISC microprocessor, the PA-8200.
This year the Company introduced new models of the HP Pavilion multimedia home
PC, which has become one of the leading consumer PCs in the United States. Other
key introductions included the HP Vectra 500 series PC for small businesses, the
HP NetServer LX Pro system, which is the first HP NetServer system based on the
Intel Pentium(R) Pro processor, and the HP OmniBook 800 notebook PC line.
In the information-storage business, the Company extended its HP SureStore
family of network-backup solutions by offering tape-based storage that uses
digital linear tape and Travan-based tape developed by Imation Corporation.
During fiscal 1996, the Company also announced that it was exiting the
disk-mechanism manufacturing business.
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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 U.K. and other
countries.
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Key software introductions in fiscal 1996 included a distributed version of
the Company's network-management platform, HP OpenView Network Node Manager; new
HP OpenView solutions designed to enable customers to manage LAN environments
that include Windows NT(R) and Novell NetWare; and HP Software Depot, a Web site
that allows users to access public-domain software and HP beta software for the
Internet.
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; large-format printers and page
scanners; video display terminals; and tape drives and related autochangers.
During fiscal 1996, the Company introduced the HP LaserJet 5N printer, which is
a low-cost, network-optimized printer for workgroups, and the HP LaserJet 5Si
printer, which combines printing and copying capabilities enabling users to
create multiple original prints. Other key new products were the HP DeskJet 682C
printer, which enables home users to print cards and banners cost effectively,
and the HP DeskJet 690C, which is the Company's first photo-quality printer. The
Company also brought out the HP ScanJet 4Si network scanner during fiscal 1996.
In addition, the Company introduced the HP DeskJet 820C and 870C printers, which
are designed for use by small businesses. The HP DeskJet 820C is the first
printer to incorporate a new HP printing architecture that allows users of
Microsoft Windows(R) to print at higher speeds with reduced costs. This year the
Company also worked with several partners to develop FlashPix, an
industry-standard photo imaging file format.
The Company also produces measurement systems for use in electronics,
medicine and chemical analysis. 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, fetal monitors,
electrocardiographs, cardiac catheterization laboratory systems, blood gas
measuring instruments and cardiac defibrillators. Instruments for
chemical-analysis applications include gas and liquid chromatographs, mass
spectrometers, laboratory data systems and spectrophotometers. Key introductions
for measurement systems in fiscal 1996 included a new version of the HP Internet
Advisor, which automates network trouble-shooting; the HP NetMetrix system,
which helps users manage networks by extracting LAN data for use in capacity
planning and to improve security; instruments to test communications devices
based on Code Division Multiple Access technology; a mixed-signal oscilloscope
that combines timing analysis with oscilloscope capabilities; and new software
capabilities that help clinicians predict heart attack probability, display 3-D
cardiac images and manage multimedia cardiology data on a PC.
In the Company's chemical-analysis business, the new LC 1100 series liquid
chromatograph enables customers to integrate different modules with their
customized systems to perform specialized tasks, from routine analyses by
less-skilled technicians to sophisticated R&D applications by highly trained
chemists.
The Company also manufactures electronic component products consisting
principally of microwave semiconductor, fiber-optic and optoelectronic devices,
including light-emitting diodes (LEDs). The products are sold primarily to other
manufacturers for incorporation into their electronic products but also are used
in many of the Company's products. In fiscal 1996, the Company introduced a
fiber-optic transceiver with gigabit-per-second speed for transmitting
full-motion video and multimedia. The Company also introduced a SnapLED
assembly, which makes thin, automotive-rear-lighting assemblies.
In addition to services such as systems integration, selective-outsourcing
management, consulting, education, product financing and rentals, 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. In fiscal 1996, the
Company derived 14 percent of its net revenue from such services.
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In all its businesses, the Company strives to promote industry standards
that recognize customer preferences for open systems in which different vendors'
products can work together. The Company often 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 1996 the Company helped lead the development of the
International Cryptography Framework, an industrywide effort to address the
issue of security on the Internet.
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 reseller channels, including retailers, dealers and original equipment
manufacturers. The remaining product orders result from the efforts of its own
sales organization selling to end users. The Company's direct sales operations
are supported by field service engineers, sales representatives, service
personnel and administrative support staff. In fiscal 1996, a higher proportion
of the Company's net revenue than in fiscal 1995 was generated from products
such as personal peripherals, which are primarily sold through resellers. As
more of the Company's products are distributed through resellers, the financial
health of these resellers, and the Company's continuing relationships with them,
become more important to the Company's success. Some of these companies are
thinly capitalized and may be unable to withstand changes in business
conditions. The Company's financial results could be adversely affected if the
financial condition of these resellers substantially weakens or if the Company's
relationships with such resellers deteriorate.
Resellers constantly adjust their ordering patterns in response to the
Company's, and its competitors', supply into the channel and the timing of their
new product introductions and relative feature sets, as well as seasonal
fluctuations in end-user demand such as the back-to-school and holiday selling
periods. Resellers may increase orders during times of shortages, cancel orders
if the channel is filled with currently available products, or delay orders in
anticipation of new products.
International. The Company's total orders originating outside the United
States, as a percentage of total company orders, were approximately 56 percent
in fiscal 1996, 55 percent in fiscal 1995 and 54 percent in fiscal 1994. 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 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, tax 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 51 of the Company's 1996
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
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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 multiple software applications and 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. Product life cycles are short, and, to remain
competitive, the Company will be required to develop new products, periodically
enhance its existing products and compete effectively in the manner described
above. In particular, the Company anticipates that it will have to continue to
adjust prices to stay competitive and effectively manage growth with
correspondingly reduced gross margins.
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 special manufacturers that
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.
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, electromechanical 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 subassemblies 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. In certain instances, however, the Company enters into
non-cancelable purchase commitments with, or makes advance payments to, certain
suppliers to ensure supply. Portions of the Company's manufacturing operations
are dependent on the ability of suppliers to deliver components, subassemblies
and completed products in time to meet critical manufacturing and distribution
schedules. The failure of suppliers to deliver these components, subassemblies
and products in a timely manner may adversely affect the Company's operating
results until alternate sourcing could be developed. In addition, the Company
periodically experiences constrained supply of certain component parts in some
product lines as a result of strong demand in the industry for those parts. Such
constraints, if persistent, may adversely affect the Company's operating
results. However, 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 minimized.
RESEARCH AND DEVELOPMENT
The process of developing new high-technology products is inherently
complex and uncertain and requires innovative designs that anticipate customer
needs and technological trends. Without the introduction
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of new products and product enhancements, the Company's products are likely to
become technologically obsolete, in which case revenues would be materially and
adversely affected. There can be no assurance that such new products, if and
when introduced, will achieve market acceptance. 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 increased 18 percent in fiscal
1996 to $2.7 billion, compared with $2.3 billion and 14 percent growth in fiscal
1995, and $2.0 billion and 15 percent growth in fiscal 1994. In fiscal 1996,
research and development expenditures were 7.1 percent of net revenue, compared
with 7.3 percent in fiscal 1995 and 8.1 percent in fiscal 1994. The Company
anticipates that it will continue to have significant research and development
expenditures in order to maintain its competitive position with a continuing
flow of innovative, high-quality products.
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. The liability for environmental remediation and related costs
is accrued when it is considered probable and the costs can be reasonably
estimated. Environmental costs are presently not material to the Company's
operations or financial position.
EMPLOYEES
The Company had approximately 112,000 employees worldwide at October 31,
1996.
EXECUTIVE OFFICERS OF THE REGISTRANT
Information regarding the executive officers of the Company is set forth in
Part III below.
ITEM 2. PROPERTIES.
The principal executive offices of the Company are located at 3000 Hanover
Street, Palo Alto, California 94304. As of October 31, 1996, the Company owned
or leased a total of approximately 47.2 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 computers, peripherals, precision electronic instruments and
systems. At the end of fiscal year 1996, 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 $2.2 billion in fiscal 1996, $1.6
billion in fiscal 1995 and $1.3 billion in fiscal 1994.
As of October 31, 1996, the Company's marketing operations occupied
approximately 12.5 million square feet, of which 3.9 million square feet were
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 34.7 million square feet, of
which 25.6 million square feet were located within the United States. The
Company owns 80% of its manufacturing, research and development, warehouse and
administrative space and leases the remaining 20%. None of the property owned by
the Company is held subject to any major encumbrances.
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The locations of the Company's geographic operations are listed on the
inside back cover of the Company's 1996 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 Hewlett-Packard
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
Aquadilla, Puerto Rico
Richardson, Texas
Lake Stevens, Spokane and
Vancouver, Washington
Brasilia, Brazil
Edmonton, Calgary, and
Waterloo, Canada
Guadalajara, Mexico
Europe
Grenoble and L'Isle d'Abeau,
France
Boblingen and Waldbonn,
Germany
Dublin, Ireland
Bergamo, Italy
Amersfoort, The Netherlands
Barcelona, Spain
Bristol, Ipswich and South
Queensferry, United Kingdom
Asia Pacific
Melbourne, Australia
Beijing, Qingdao and
Shanghai, China
Bangalore, India
Hachioji and Kobe, Japan
Seoul, Korea
Penang, Malaysia
Singapore
HEWLETT-PACKARD
LABORATORIES
Palo Alto, California
Tokyo, Japan
Bristol, United Kingdom
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
investigations or remediations at several of its current or former operating
sites pursuant to administrative orders or consent agreements with state
environmental agencies. Any 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 page 54 and the inside back cover,
respectively, of the Company's 1996 Annual Report to
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Shareholders. The number of shareholders and information concerning the
Company's current dividend rate are set forth in the section entitled "Common
Stock and Dividends" found on the inside back cover of that report. Additional
information concerning dividends may be found on pages 29, 38, 39 and 54 of the
Company's 1996 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 29 of the
Company's 1996 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 31-33 and 35-37 of the Company's 1996 Annual Report to Shareholders. Such
pages (excluding order data) 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 30, 34, 38-52 and 54 of the
Company's 1996 Annual Report to Shareholders, which pages (excluding order data
and "Statement of Management Responsibility") are incorporated herein by
reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Information regarding directors of the Company who are standing for
reelection 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, 1997 (the "Notice and Proxy Statement"), which pages are
incorporated herein by reference.
Information regarding a director of the Company who is retiring on February
25, 1997 is set forth below:
DIRECTOR WHO IS RETIRING:
DONALD E. PETERSEN; AGE 70; RETIRED CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE
OFFICER, FORD MOTOR COMPANY
Mr. Petersen has served as a director of the Company since 1987. He was
Chairman of the Board of Directors and Chief Executive Officer of Ford Motor
Company from 1985 until his retirement in 1990. Mr. Petersen is also a member of
the Board of Directors of Dow Jones & Company, Inc., The Boeing Company and four
mutual fund boards of the Capital Research & Management Corp. He is a member of
the National Academy of Engineering, the National Research Council Industry
Advisory Board and the Science, Technology and Economic Policy Board. He is also
active in education programs at Stanford University and the University of
Washington in engineering and manufacturing management.
The names of the executive officers of the Company, and their ages, titles
and biographies as of December 27, 1996, are set forth below. All officers are
elected for one-year terms.
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EXECUTIVE OFFICERS:
EDWARD W. BARNHOLT; AGE 53; EXECUTIVE VICE PRESIDENT AND GENERAL MANAGER, TEST
AND MEASUREMENT ORGANIZATION.
Mr. Barnholt was elected an Executive Vice President in 1996 and 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, Automatic Test, Microwave and Communications and Communications Test
Solutions Groups in 1990. Mr. Barnholt was elected a Vice President of the
Company in 1988. He is a director of KLA Instruments Corporation.
RICHARD E. BELLUZZO; AGE 43; EXECUTIVE VICE PRESIDENT AND GENERAL MANAGER,
COMPUTER ORGANIZATION.
Mr. Belluzzo assumed management responsibility for the newly formed
Computer Organization and was elected an Executive Vice President in 1995. He
was General Manager of the Computer Products Organization from 1993 to August
1995, and he served as General Manager of the InkJet Products Group from 1991 to
1993. He was elected a Vice President in 1992 and a Senior Vice President in
January 1995. He is a director of Specialty Laboratories and Proxima
Corporation.
JOEL S. BIRNBAUM; AGE 59; SENIOR VICE PRESIDENT, RESEARCH AND DEVELOPMENT
DIRECTOR, HP LABORATORIES.
Dr. 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 the Corporation for National Research Initiatives.
S.T. JACK BRIGHAM III; AGE 57; SENIOR VICE PRESIDENT, CORPORATE AFFAIRS AND
GENERAL COUNSEL.
Mr. Brigham was elected a Senior Vice President in 1995 and a Vice
President in 1982. He became Vice President, Corporate Affairs in 1992. He has
served as General Counsel since 1976.
DOUGLAS K. CARNAHAN; AGE 55; SENIOR VICE PRESIDENT AND GENERAL MANAGER,
MEASUREMENT SYSTEMS ORGANIZATION.
Mr. Carnahan was elected a Senior Vice President in 1995 and has been in
his current position since 1993. He was General Manager of the Printing Systems
Group from 1991 to 1993, and he was elected a Vice President in 1992.
RAYMOND W. COOKINGHAM; AGE 53; VICE PRESIDENT AND CONTROLLER.
Mr. Cookingham was elected a Vice President in 1993. He has served as
Controller since 1986.
F.E. (PETE) PETERSON; AGE 55; SENIOR VICE PRESIDENT, CORPORATE PERSONNEL.
Mr. Peterson has served as Director of Corporate Personnel since 1990. He
was elected a Vice President in 1992 and a Senior Vice President in 1995.
LEWIS E. PLATT; AGE 55; 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 1992 and has served as Chairman since 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. He is a director
of Pacific Telesis. He also serves on the Wharton School Board of Overseers.
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LEE S. TING; AGE 54; VICE PRESIDENT AND MANAGING DIRECTOR, GEOGRAPHIC
OPERATIONS.
Mr. Ting assumed his current position as Vice President and Managing
Director, Geographic Operations on November 1, 1996. He had been Managing
Director of the Company's Asia Pacific region since 1993 and a Vice President
since 1995. He was Managing Director of Northeast Asia Operations from 1991 to
1993.
ROBERT P. WAYMAN; AGE 51; EXECUTIVE VICE PRESIDENT, FINANCE AND ADMINISTRATION
AND CHIEF FINANCIAL OFFICER.
Mr. Wayman has served as a director of the Company since December 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 CNF Transportation, Inc. and Sybase Inc. He also serves as a
member of the Kellogg Advisory Board, Northwestern University School of
Business, and is Chairman of the Private Sector Council.
Information regarding compliance with Section 16(a) of the Securities
Exchange Act of 1934 is set forth on page 12 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 named executive
officers is set forth on pages 13-19 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 and 26 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 8-12 of the Notice and Proxy Statement, which
pages are incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Not applicable.
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(*)
------------------
Report of Independent Accountants........................... 52
Consolidated Statement of Earnings for the three years ended
October 31, 1996.......................................... 30
Consolidated Balance Sheet at October 31, 1996 and 1995..... 34
Consolidated Statement of Cash Flows for the three years
ended October 31, 1996.................................... 38
Consolidated Statement of Shareholders' Equity for the three
years ended October 31, 1996.............................. 39
Notes to Consolidated Financial Statements.................. 40-51
- ---------------
* Incorporated by reference from the indicated pages of the Company's 1996
Annual Report to Shareholders.
2. Financial Statement Schedules:
None.
9
11
3. Exhibits:
1. Not applicable.
2. None.
3(a). Registrant's Amended and Restated Articles of Incorporation.
3(b). Registrant's Amended By-Laws.
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 Agreements (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 Officers Early Retirement Plan, amended and restated as of
January 1, 1996, and First Amendment effective December 1, 1996 to the
Officers Early Retirement Plan.*
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, 1994.*
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
12
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.*
10(r). Executive Severance Package dated January 10, 1996 between the Registrant
and Willem P. Roelandts, which appears as Exhibit 10(r) to Registrant's
Annual Report on Form 10-K for the fiscal year ended October 31, 1995,
which exhibit is incorporated herein by reference.*
10(s). Registrant's 1995 Incentive Stock Plan stock option and restricted stock
agreements.*
10(t). Amendment dated November 21, 1996 adopting amendment to Registrant's 1995
Incentive Stock Plan, 1990 Incentive Stock Option Plan, 1987 Director
Option Plan, 1985 Incentive Compensation Plan, 1979 Incentive Stock
Option Plan.*
10(u). Registrant's Executive Deferred Compensation Plan, Amended and Restated
as of November 21, 1996.*
11-12. None.
13. Pages 29-54 (excluding order data and "Statement of Management
Responsibility") and the inside back cover of Registrant's 1996 Annual
Report to Shareholders.
14-17. Not applicable.
18. None.
19-20. Not applicable.
21. Subsidiaries of Registrant as of January 17, 1997.
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. 1996 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 28, 1997
By: /s/ 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
- --------------------------------------------- ---------------------------- ------------------
/s/ RAYMOND W. COOKINGHAM Vice President and January 28, 1997
- --------------------------------------------- Controller
Raymond W. Cookingham (Principal Accounting
Officer)
/s/ THOMAS E. EVERHART Director January 28, 1997
- ---------------------------------------------
Thomas E. Everhart
/s/ JOHN B. FERY Director January 28, 1997
- ---------------------------------------------
John B. Fery
Director January , 1997
- ---------------------------------------------
Jean-Paul G. Gimon
/s/ SAM GINN Director January 28, 1997
- ---------------------------------------------
Sam Ginn
/s/ RICHARD A. HACKBORN Director January 28, 1997
- ---------------------------------------------
Richard A. Hackborn
/s/ WALTER B. HEWLETT Director January 28, 1997
- ---------------------------------------------
Walter B. Hewlett
Director January , 1997
- ---------------------------------------------
George A. Keyworth II
/s/ DAVID M. LAWRENCE, M.D. Director January 28, 1997
- ---------------------------------------------
David M. Lawrence, M.D.
12
14
SIGNATURE TITLE DATE
- --------------------------------------------- ---------------------------- ------------------
Director January , 1997
- ---------------------------------------------
Paul F. Miller, Jr.
/s/ SUSAN P. ORR Director January 28, 1997
- ---------------------------------------------
Susan P. Orr
Director January , 1997
- ---------------------------------------------
David W. Packard
/s/ DONALD E. PETERSEN Director January 28, 1997
- ---------------------------------------------
Donald E. Petersen
/s/ LEWIS E. PLATT Chairman, President and January 28, 1997
- --------------------------------------------- Chief Executive Officer
Lewis E. Platt (Principal Executive
Officer)
/s/ ROBERT P. WAYMAN Executive Vice President, January 28, 1997
- --------------------------------------------- Finance and Administration,
Robert P. Wayman Chief Financial Officer and
Director (Principal
Financial Officer)
13
15
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------ -----------
1. Not applicable.
2. None.
3(a). Registrant's Amended and Restated Articles of Incorporation.
3(b). Registrant's Amended By-Laws.
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 Agreements (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 Officers Early Retirement Plan, amended and
restated as of January 1, 1996, and First Amendment effective
December 1, 1996 to the Officers Early Retirement Plan.(*)
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, 1994.(*)
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.(*)
16
EXHIBIT
NUMBER DESCRIPTION
------ -----------
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.(*)
10(r). Executive Severance Package dated January 10, 1996 between the
Registrant and Willem P. Roelandts, which appears as Exhibit 10(r)
to Registrant's Annual Report on Form 10-K for the fiscal year ended
October 31, 1995, which exhibit is incorporated herein by
reference.(*)
10(s). Registrant's 1995 Incentive Stock Plan stock option and restricted
stock agreements.(*)
10(t). Amendment dated November 21, 1996 adopting amendment to Registrant's
1995 Incentive Stock Plan, 1990 Incentive Stock Option Plan, 1987
Director Option Plan, 1985 Incentive Compensation Plan, 1979
Incentive Stock Option Plan.(*)
10(u). Registrant's Executive Deferred Compensation Plan, Amended and
Restated as of November 21, 1996.(*)
11-12. None.
13. Pages 29-54 (excluding order data and "Statement of Management
Responsibility") and the inside back cover of Registrant's 1996
Annual Report to Shareholders.
14-17. Not applicable.
18. None.
19-20. Not applicable.
21. Subsidiaries of Registrant as of January 17, 1997.
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. 1996 Employee Stock Purchase Plan Annual Report on Form 11-K.
- ------------
* Indicates management contract or compensatory plan, contract or arrangement.