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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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, 1993
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 IRS EMPLOYER
INCORPORATION OR ORGANIZATION: IDENTIFICATION NO.:
California 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
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 the 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, 1993 was $14,839,273,031.
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of December 27, 1993: 253,091,591 shares of $1 par value common
stock.
DOCUMENTS INCORPORATED BY REFERENCE
DOCUMENT DESCRIPTION 10-K PART
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Pages 23-45 and 48 and the inside back cover (excluding order
data) of the Registrant's 1993 Annual Report to Shareholders I, II, IV
Pages 2-17 and 23-24 of the Registrant's Notice of Annual
Meeting of Shareholders and Proxy Statement dated January
20, 1994 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 electronic test equipment, computer systems and peripheral
products, 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 1993 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 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 and value-added resellers, as well as end users for a variety of
applications.
In the field of computing during fiscal 1993, 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. Other
introductions included models 715, 725 and 735 of the Series 700 family of
workstations, which incorporates the Company's PA-RISC architecture; the HP
ENVIZEX family of X stations; HP Vectra personal computers based on the
Intel486(/2/) DX and DX2 microprocessors; and a series of HP Vectra PC servers.
Software introductions included a portfolio of new applications that expand
the capabilities of HP OpenView, the Company's network- and systems-management
platform; Release 2.0 of Dashboard for Windows, an upgrade of the Company's
push-button utility panel for Windows; and Earth Data System, developed jointly
by the Company and Ellery Systems Inc., which facilitates global environmental
research.
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 1993 the Company introduced the HP
LaserJet 4Si and 4Si/MX printers, which are 600-dots-per-inch laser printers
that can work concurrently with PCs, Macintosh computers, UNIX system-based
workstations and multiple networks; the HP 4L and 4ML printers, the Company's
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(/1/)UNIX is a registered trademark of UNIX System Laboratories Inc. in the
U.S.A. and other countries.
(/2/)Intel486 is a U.S. trademark of Intel Corp.
lowest-priced HP LaserJet printers for individual users; the HP DeskJet 1200C
and 1200C/PS color printers, which offer laser-printer speed and functionality;
and the HP DeskJet 310 and 310M portable printers. Other fiscal 1993
introductions included the HP Kittyhawk Personal Storage Module II, a 1.3-inch
disk drive that stores 42.8 megabytes of text, and the HP FAX-900 and 950, both
plain-paper fax machines based on the Company's thermal inkjet technology.
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 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
1993 included a network-monitoring system that gives telecom providers enhanced
analytical and problem-solving capabilities; and the HP 3D Capillary
Electrophoresis system, which offers bioscientists leading-edge separation
capabilities.
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 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 1993 the Company introduced
fiber-optic transceivers that reduce the costs of high-speed, multimedia
networks; and a greenish-yellow, high-brightness light-emitting diode designed
for use in highway signs, traffic signals and illuminated displays. During 1993
the Company's acquisition of BT&D Technologies, Ltd., a joint venture between
British Telecommunications plc and DuPont, helped round out the Company's
offering of components for the communications market. BT&D's products include
fiber optic couplers, transmitters and receivers that go directly into the
communications network for very high-speed, long-wavelength, laser-driven voice
and data applications.
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 1993, the Company derived 24 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 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 1993 the Company worked to make its serial
infrared technology and its standard instrument control library into industry
standards.
2
MARKETING
Customers. The Company has approximately 600 sales and support offices and
distributorships in 110 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 revenue results from the efforts of its
own sales organization selling to end users. In fiscal 1993 a higher proportion
of the Company's net revenue than in fiscal 1992 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
35,000 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 1993, 55 percent in fiscal 1992 and 56 percent in fiscal 1991. 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 believes that its overall net profit margins on international
sales are comparable to those obtained on sales made in 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 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.
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 that relates to its service business. Therefore, the Company believes
that backlog information is not material to an understanding of its business.
3
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 subassemblies 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 $1.8 billion in fiscal
1993, $1.6 billion in fiscal 1992 and $1.5 billion in fiscal 1991. In fiscal
1993, research and development expenditures were 8.7 percent of net revenue.
This work is Company-sponsored, except for minor research and development done
in the Company's laboratories pursuant to government-sponsored projects.
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 estimated. Environmental
expenditures are presently not material to HP's operations or financial
position.
EMPLOYEES
The Company had approximately 96,200 employees worldwide at October 31, 1993.
ITEM 2. PROPERTIES.
The principal executive offices of the Company are located at 3000 Hanover
Street, Palo Alto, California 94304. As of October 31, 1993, the Company owned
or leased a total of approximately 40.9 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 1993 the Company was productively utilizing the vast majority of
the space in its facilities, while actively disposing of space determined to be
excess.
4
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 $1.4 billion in fiscal 1993, $1.0
billion in fiscal 1992 and $862 million in fiscal 1991.
The locations of the Company's major sales, marketing, product development
and manufacturing facilities are listed on page 48 of the Company's 1993 Annual
Report to Shareholders, which page is incorporated herein by reference.
As of October 31, 1993, the Company's marketing operations occupied
approximately 11 million square feet, of which 3.9 million square feet are
located within the United States. The Company owns 56% of the space used for
marketing activities and leases the remaining 44%.
The Company's manufacturing plants, research and development facilities and
warehouse and administrative facilities occupied 29.9 million square feet, of
which 22.8 million square feet are located within the United States. The
Company owns 79% of its manufacturing, research and development, warehouse and
administrative space and leases the remaining 21%. None of the property owned
by the Company is held subject to any major encumbrances.
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.
Liability for environmental remediation is accrued when it is considered
probable and costs can be estimated. Environmental expenditures are presently
not material to HP's operations or financial position.
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 the inside back cover,
respectively, of the Company's 1993 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
the inside back cover of that report. Additional information concerning
dividends may be found on pages 23, 30, 31 and 45 of the Company's 1993 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 1993 Annual Report to Shareholders, which page (excluding order data)
is incorporated herein by reference.
5
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 1993 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, independent accountants, and the unaudited
"Quarterly Summary" are set forth on pages 24, 28, 30-43 and 45 of the
Company's 1993 Annual Report to Shareholders, which pages (excluding order
data) 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 1993 Annual Report to Shareholders
is not to be deemed filed as part of this report.
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 4-11 of the Company's Notice of Annual Meeting of
Shareholders and Proxy Statement, dated January 20, 1994 (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 27, 1993, are set forth below. All officers are
elected for a one-year term.
EXECUTIVE OFFICERS:
JAMES L. ARTHUR; AGE 59; 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 50; 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 40; 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 57; 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.
6
JOEL S. BIRNBAUM; AGE 56; 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 and General Manager, Information Technology Group
from 1986 to 1988. He was elected a Vice President in 1984. He is a director of
Corporation for National Research Infrastructure.
S.T. JACK BRIGHAM III; AGE 54; 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 52; 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. 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 50; VICE PRESIDENT AND CONTROLLER.
Mr. Cookingham was elected a Vice President in 1993. In 1984, he was named
controller for the Company's product groups and was promoted to Controller of
the Company in 1986.
F. E. (PETE) PETERSON; AGE 52; 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 52; 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 on September 17, 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. He also serves on the
Cornell University Council and the Wharton School Board of Overseers.
WILLEM P. ROELANDTS; AGE 48; 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 48; 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 since 1992, at which time he assumed
responsibility for administration. 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 serves as a member of the Board of the Private Sector
Council and of the Kellogg Advisory Board, Northwestern University.
7
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 12-17 and 23 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.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Information regarding transactions with the Company's executive officers and
directors is set forth on pages 23-24 of the Notice and Proxy Statement, which
pages are 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*
-------------
Report of Independent Accountants.......................... 43
Consolidated Statement of Earnings for the three years
ended October 31, 1993.................................... 24
Consolidated Balance Sheet at October 31, 1993 and 1992.... 28
Consolidated Statement of Cash Flows for the three years
ended October 31, 1993.................................... 30
Consolidated Statement of Shareholders' Equity for the
three years ended October 31, 1993........................ 31
Notes to Consolidated Financial Statements................. 32-42
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*Incorporated by reference from the indicated pages of the 1993 Annual
Report to Shareholders.
2. Financial Statement Schedules:
Report of Independent Accountants on Financial Statement Schedules.
Amounts Receivable from Directors, Officers and
Schedule II -- Employees
Schedule V -- Property, Plant and Equipment
Schedule VI -- Accumulated Depreciation and Amortization of Property,
Plant and Equipment
Schedule IX -- Short-Term Borrowings
Schedule X -- Supplementary Income Statement Information
The financial statement schedules should be read in conjunction with the
financial statements in the 1993 Annual Report to Shareholders. Schedules not
included in these financial statement schedules have been omitted because they
are not applicable or the required information is shown in the financial
statements or notes thereto.
8
3. Exhibits:
1-2. Not applicable.
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.*
9
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.*
11-12. None.
13. Pages 23-45 and 48 and the inside back cover (excluding order
data) of Registrant's 1993 Annual Report to Shareholders.
14-17. Not applicable.
18. None.
19-20. Not applicable.
21. Subsidiaries of Registrant as of January 20, 1994.
22. None.
23. Consent of Independent Accountants.
24. Powers of Attorney. Contained in page 11 of this Annual Report
on Form 10-K and incorporated herein by reference.
25-26. Not applicable.
27. Not applicable.
28. None.
99. 1993 Employee Stock Purchase Plan Annual Report on Form 11-K.
- --------
*Indicates management contract or compensatory plan 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.
10
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
D. CRAIG NORDLUND
Date: January 28, 1994 By: _________________________________
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 attorneys-in-fact, for him 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
- ------------------------------------
RAYMOND W. COOKINGHAM Vice President and Corporate
Controller (Principal
Accounting Officer) January 19, 1994
THOMAS E. EVERHART
- ------------------------------------
THOMAS E. EVERHART Director January 19, 1994
JOHN B. FERY
- ------------------------------------
JOHN B. FERY Director January 17, 1994
JEAN-PAUL G. GIMON
- ------------------------------------
JEAN-PAUL G. GIMON Director January 19, 1994
RICHARD A. HACKBORN
- ------------------------------------
RICHARD A. HACKBORN Director January 25, 1994
HAROLD J. HAYNES
- ------------------------------------
HAROLD J. HAYNES Director January 19, 1994
WALTER B. HEWLETT
- ------------------------------------
WALTER B. HEWLETT Director January 20, 1994
SHIRLEY M. HUFSTEDLER
- ------------------------------------
SHIRLEY M. HUFSTEDLER Director January 24, 1994
11
- ------------------------------------
GEORGE A. KEYWORTH II Director
PAUL F. MILLER, JR.
- ------------------------------------
PAUL F. MILLER, JR. Director January 19, 1994
SUSAN P. ORR
- ------------------------------------
SUSAN P. ORR Director January 19, 1994
DAVID W. PACKARD
- ------------------------------------
DAVID W. PACKARD Director January 19, 1994
DONALD E. PETERSEN
- ------------------------------------
DONALD E. PETERSEN Director January 19, 1994
LEWIS E. PLATT
- ------------------------------------
LEWIS E. PLATT Chairman, President, Chief
Executive Officer, and
Chairman of the Executive
Committee (Principal
Executive Officer) January 19, 1994
HICKS B. WALDRON
- ------------------------------------
HICKS B. WALDRON Director January 19, 1994
ROBERT P. WAYMAN
- ------------------------------------
ROBERT P. WAYMAN Executive Vice President,
Finance and Administration
and Director (Chief
Financial Officer) January 26, 1994
- ------------------------------------
T. A. WILSON Director
12
REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULES
To the Shareholders and the Board of Directors
of Hewlett-Packard Company
Our audits of the consolidated financial statements referred to in our report
dated November 22, 1993 appearing on page 43 of the 1993 Annual Report to
Shareholders of Hewlett-Packard Company (which report and consolidated
financial statements are incorporated by reference in this Annual Report on
Form 10-K) also included an audit of the Financial Statement Schedules listed
in Item 14(a)2 of this Form 10-K. In our opinion, these Financial Statement
Schedules present fairly, in all material respects, the information set forth
therein when read in conjunction with the related consolidated financial
statments.
PRICE WATERHOUSE
San Francisco, California
November 22, 1993
13
HEWLETT-PACKARD COMPANY AND SUBSIDIARIES
----------------
SCHEDULE II
AMOUNTS RECEIVABLE FROM DIRECTORS, OFFICERS AND EMPLOYEES
(THOUSANDS)
BALANCE
RECEIVABLE BALANCE RECEIVABLE
AT AT CLOSE OF PERIOD
BEGINNING -------------------
OF PERIOD ADDITIONS COLLECTIONS CURRENT NON-CURRENT
---------- --------- ----------- ------- -----------
Year ended October 31,
1993:
Amounts receivable from
officers(a)............ $ 205 $261 $ 205 $261 $--
Amounts receivable from
employees(b)........... 140 118 155 -- 103
------ ---- ------ ---- ----
$ 345 $379 $ 360 $261 $103
====== ==== ====== ==== ====
Year ended October 31,
1992:
Amounts receivable from
officers(c)............ $ -- $205 $ -- $205 $--
Amounts receivable from
employees(d)........... 130 140 130 140 --
------ ---- ------ ---- ----
$ 130 $345 $ 130 $345 $--
====== ==== ====== ==== ====
Year ended October 31,
1991:
Amounts receivable from
officers(e)............ $1,030 $-- $1,030 $-- $--
Amounts receivable from
employees(f)........... 1,600 -- 1,470 130 --
------ ---- ------ ---- ----
$2,630 $-- $2,500 $130 $--
====== ==== ====== ==== ====
- --------
(a) The year-end balance represents loans granted to two officers of the
Company. The loan amounts are $150,000 and $111,000. Both loans carry an
interest rate of 4.03% and mature in 1994.
(b) The year-end balance represents a U.S. housing loan granted to one
employee, who is not an officer or director of the Company. The loan
carries an interest rate of 3.69% and matures in 1998.
(c) The year-end balance represents a loan granted to one officer of the
Company. The loan carried an interest rate of 4.6% and matured in 1993.
(d) The year-end balance represents a U.S. housing loan granted to one
employee, who was not an officer or director of the Company. The loan
carried an interest rate of 0% and matured in 1993.
(e) During the year ended October 31, 1991, all U.S. housing loans to officers
were repaid.
(f) The year-end balance represents a U.S. housing loan granted to one
employee, who was not an officer or director of the Company. The loan
carried an interest rate of 0% and matured in 1992.
S-1
HEWLETT-PACKARD COMPANY AND SUBSIDIARIES
----------------
SCHEDULE V
PROPERTY, PLANT AND EQUIPMENT
(MILLIONS)
BALANCE AT TRANSFERS BALANCE AT
BEGINNING ADDITIONS RETIREMENTS BETWEEN CLOSE OF
CLASSIFICATION OF PERIOD AT COST(a) OR SALES CLASSIFICATIONS PERIOD
-------------- ---------- ---------- ----------- --------------- ----------
Year ended October 31,
1993:
Land.................. $ 402 $ 114 $ 2 $-- $ 514
Buildings and lease-
hold improvements.... 2,994 319 60 1 3,254
Machinery and equip-
ment................. 3,196 1,056 492 (1) 3,759
------ ------ ---- ---- ------
$6,592 $1,489 $554 $-- $7,527
====== ====== ==== ==== ======
Year ended October 31,
1992:
Land.................. $ 390 $ 16 $ 4 $-- $ 402
Buildings and lease-
hold improvements.... 2,779 260 45 -- 2,994
Machinery and equip-
ment................. 2,792 807 403 -- 3,196
------ ------ ---- ---- ------
$5,961 $1,083 $452 $-- $6,592
====== ====== ==== ==== ======
Year ended October 31,
1991:
Land.................. $ 385 $ 7 $ 2 $-- $ 390
Buildings and lease-
hold improvements.... 2,567 243 29 (2) 2,779
Machinery and equip-
ment................. 2,613 612 435 2 2,792
------ ------ ---- ---- ------
$5,565 $ 862 $466 $-- $5,961
====== ====== ==== ==== ======
- --------
(a) Included in "Additions at Cost" for the year ended October 31, 1993 are $3
million of land, $31 million of buildings and leasehold improvements and
$50 million of machinery and equipment acquired in connection with the
acquisition of several companies, none of which were significant to the
financial position of the Company.
Included in "Additions at Cost" for the year ended October 31, 1992 are $2
million of land, $10 million of buildings and leasehold improvements and $39
million of machinery and equipment acquired in connection with the
acquisition of Avantek, Inc., Colorado Memory Systems, Inc. and Texas
Instruments Incorporated's family of commercial UNIX-system based multiuser
computers and related systems.
S-2
HEWLETT-PACKARD COMPANY AND SUBSIDIARIES
----------------
SCHEDULE VI
ACCUMULATED DEPRECIATION AND AMORTIZATION OF
PROPERTY, PLANT AND EQUIPMENT
(MILLIONS)
BALANCE AT ADDITIONS BALANCE AT
BEGINNING CHARGED TO RETIREMENTS CLOSE OF
CLASSIFICATION OF PERIOD EXPENSE OR SALES PERIOD
-------------- ---------- ---------- ----------- ----------
Year ended October 31, 1993:
Buildings and leasehold improve-
ments.......................... $1,081 $185 $ 33 $1,233
Machinery and equipment......... 1,862 558 306 2,114
------ ---- ---- ------
$2,943 $743 $339 $3,347
====== ==== ==== ======
Year ended October 31, 1992:
Buildings and leasehold improve-
ments.......................... $ 963 $142 $ 24 $1,081
Machinery and equipment......... 1,653 454 245 1,862
------ ---- ---- ------
$2,616 $596 $269 $2,943
====== ==== ==== ======
Year ended October 31, 1991:
Buildings and leasehold improve-
ments.......................... $ 834 $144 $ 15 $ 963
Machinery and equipment......... 1,530 411 288 1,653
------ ---- ---- ------
$2,364 $555 $303 $2,616
====== ==== ==== ======
S-3
HEWLETT-PACKARD COMPANY AND SUBSIDIARIES
----------------
SCHEDULE IX
SHORT-TERM BORROWINGS
(MILLIONS, EXCEPT INTEREST RATES)
AT YEAR-END DURING THE YEAR
---------------- ----------------------------
WEIGHTED AVERAGE WEIGHTED
AVERAGE HIGHEST OF AVERAGE
INTEREST MONTH-END MONTH-END INTEREST
TYPE OF SHORT-TERM BORROWING(a) BALANCE RATE BALANCE BALANCES RATE(b)
------------------------------- ------- -------- --------- --------- --------
1993:
Notes payable to banks......... $ 820 4.2% $ 820 $ 581 5.0%
Commercial paper............... $1,174 3.1% $1,278 $1,155 3.2%
Other short-term borrowings.... $ 176 3.2% $ 176 $ 71 3.1%
1992:
Notes payable to banks......... $ 261 7.5% $ 333 $ 251 8.9%
Commercial paper............... $ 937 3.2% $ 937 $ 478 3.7%
Other short-term borrowings.... $ 150 3.0% $ 435 $ 251 4.1%
1991:
Notes payable to banks......... $ 264 8.7% $ 390 $ 285 10.4%
Commercial paper............... $ 477 5.3% $1,165 $ 557 6.8%
Other short-term borrowings.... $ 436 7.0% $ 436 $ 234 7.1%
- --------
(a) "Notes payable and short-term borrowings" in the Company's consolidated
balance sheet includes the balances shown above and also the current
portion of long-term debt, amounting to $20 million at October 31, 1993,
$36 million at October 31, 1992 and $24 million at October 31, 1991.
(b) The computation of the weighted average interest rate during the year is
based on month-end balances and interest rates.
----------------
SCHEDULE X
SUPPLEMENTARY INCOME STATEMENT INFORMATION
(MILLIONS)
FOR THE YEARS
ENDED OCTOBER
31,
--------------
1993 1992 1991
---- ---- ----
Charged to costs and expenses:
Maintenance and repairs....................................... $307 $286 $264
Advertising costs............................................. $657 $541 $504
S-4
EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
------- ------- ------------
1-2. Not applicable.
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.*
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
------- ------- ------------
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.*
11-12. None.
13. Pages 23-45 and 48 and the inside back cover
(excluding order data) of Registrant's 1993 Annual
Report to Shareholders.
14-17. Not applicable.
18. None.
19-20. Not applicable.
21. Subsidiaries of Registrant as of January 20, 1994.
22. None.
23. Consent of Independent Accountants.
24. Powers of Attorney. Contained in page 11 of this
Annual Report on Form 10-K and incorporated herein by
reference.
25-26. Not applicable.
27. Not applicable.
28. None.
99. 1993 Employee Stock Purchase Plan Annual Report on
Form 11-K.
- --------
*Indicates management contract or compensatory plan 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.