SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ___ | X | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) --- OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended July 31, 1995 OR ___ | | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) --- OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from ___________ to __________ Commission file number: 1-4423 HEWLETT-PACKARD COMPANY ---------------------------------------------------- (Exact name of registrant as specified in its charter) California 94-1081436 ------------------------------- ------------------ (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 3000 Hanover Street, Palo Alto, California 94304 ------------------------------------------ ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (415) 857-1501 -------------- ______________________________________________________ (Former name, former address and former fiscal year, if changed since last report) 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 the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at July 31, 1995 ------------------- ------------------------------- Common Stock, $1 par value 511.8 million shares HEWLETT-PACKARD COMPANY AND SUBSIDIARIES INDEX ----- Page No. ________ Part I. Financial Information Item 1. Financial Statements Consolidated Condensed Balance Sheet July 31, 1995 and October 31, 1994 2 Consolidated Condensed Statement of Earnings Three months and nine months ended July 31, 1995 and 1994 3 Consolidated Condensed Statement of Cash Flows Nine months ended July 31, 1995 and 1994 4 Notes to Consolidated Condensed Financial Statements 5 Item 2. Management's Discussion and Analysis of Results of Operations, Financial Condition and Factors That May Affect Future Results 6-7 Part II. Other Information Item 6. Exhibits and Reports on Form 8-K 8 Signature 9 Exhibit Index 10 1 Item 1. Financial Statements. HEWLETT-PACKARD COMPANY AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEET ------------------------------------ (Millions except par value and number of shares) July 31 October 31 1995 1994 ---------- ---------- Assets (Unaudited) ------ Current assets: Cash and cash equivalents $ 2,079 $ 1,357 Short-term investments 746 1,121 Accounts and notes receivable 5,698 5,028 Inventories: Finished goods 3,108 2,466 Purchased parts and fabricated assemblies 2,380 1,807 Other current assets 861 730 ------- ------- Total current assets 14,872 12,509 ------- ------- Property, plant and equipment (less accumulated depreciation: July 31, 1995 - $3,944; October 31, 1994 - $3,610) 4,495 4,328 Long-term receivables and other assets 3,259 2,730 ------- ------- $22,626 $19,567 ======= ======= Liabilities and Shareholders' Equity ------------------------------------ Current liabilities: Notes payable and short-term borrowings $ 2,735 $ 2,469 Accounts payable 1,941 1,466 Employee compensation and benefits 1,329 1,256 Taxes on earnings 1,389 1,245 Deferred revenues 791 598 Other accrued liabilities 1,493 1,196 ------- ------- Total current liabilities 9,678 8,230 ------- ------- Long-term debt 665 547 Other liabilities 980 864 Shareholders' equity: Preferred stock, $1 par value; 300,000,000 shares authorized; none issued and outstanding Common stock and capital in excess, $1 par value; 1,200,000,000 shares authorized; 511,838,000 and 254,827,000 shares issued and outstanding at July 31, 1995 and October 31, 1994, respectively* 1,013 1,033 Retained earnings 10,290 8,893 ------- ------- Total shareholders' equity 11,303 9,926 ------- ------- $22,626 $19,567 ======= ======= The accompanying notes are an integral part of these consolidated condensed financial statements. * See Note 6 for a discussion of the March 1995 2-for-1 stock split. 2 HEWLETT-PACKARD COMPANY AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENT OF EARNINGS -------------------------------------------- (Unaudited) (Millions except per share amounts) Three months ended Nine months ended July 31 July 31 ------------------ ------------------ 1995 1994 1995 1994 ---- ---- ---- ---- Net revenue: Products $6,606 $5,139 $19,230 $15,383 Services 1,133 914 3,241 2,606 ------ ------ ------- ------- 7,739 6,053 22,471 17,989 ------ ------ ------- ------- Costs and expenses: Cost of products sold and services 4,907 3,774 14,108 11,134 Research and development 587 517 1,678 1,485 Selling, general and administrative 1,421 1,219 4,054 3,591 ------ ------ ------- ------- 6,915 5,510 19,840 16,210 ------ ------ ------- ------- Earnings from operations 824 543 2,631 1,779 Interest income and other, net 96 24 155 33 Interest expense 53 41 146 110 ------ ------ ------- ------- Earnings before taxes 867 526 2,640 1,702 Provision for taxes 291 179 885 579 ------ ------ ------- ------- Net earnings $ 576 $ 347 $ 1,755 $ 1,123 ====== ====== ======= ======= Net earnings per share * $ 1.09 $ .66 $ 3.34 $ 2.15 ====== ====== ======= ======= Cash dividends declared per share * $ .20 $ .30 $ .70 $ .55 ====== ====== ======= ======= Average shares and equivalents used in computing net earnings per share * 527 522 526 520 ====== ====== ======= ======= The accompanying notes are an integral part of these consolidated condensed financial statements. Certain amounts have been reclassified to conform to the 1995 presentation. * 1994 amounts have been restated to reflect the retroactive effect of the March 1995 2-for-1 stock split. See Note 6 for a discussion of the stock split. 3 HEWLETT-PACKARD COMPANY AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS ---------------------------------------------- (Unaudited) (Millions) Nine months ended July 31 ----------------- 1995 1994 ---- ---- Cash flows from operating activities: Net earnings $1,755 $1,123 Adjustments to reconcile net earnings to cash provided by (used for) operating activities: Depreciation and amortization 822 724 Deferred taxes on earnings (99) (42) Change in assets and liabilities: Accounts and notes receivable (643) (288) Inventories (1,215) (610) Accounts payable 475 49 Taxes on earnings 97 123 Deferred revenues 193 130 Other current assets and liabilities 181 118 Other, net (125) 88 ------ ------ 1,441 1,415 ------ ------ Cash flows from investing activities: Investment in property, plant and equipment (1,050) (817) Disposition of property, plant and equipment 218 224 Purchases of short-term investments (2,293) (1,785) Maturities of short-term investments 2,668 1,681 Purchases of long-term investments (206) (87) Other, net (58) 40 ------ ------ (721) (744) ------ ------ Cash flows from financing activities: Change in notes payable and short-term borrowings 244 347 Issuance of long-term debt 406 43 Payment of current maturities of long-term debt (266) (128) Issuance of common stock under employee stock plans 258 217 Repurchase of common stock (384) (219) Dividends (256) (204) ------ ------ 2 56 ------ ------ Increase in cash and cash equivalents 722 727 Cash and cash equivalents at beginning of period 1,357 889 ------ ------ Cash and cash equivalents at end of period $2,079 $1,616 ====== ====== The accompanying notes are an integral part of these consolidated condensed financial statements. Certain amounts have been reclassified to conform to the 1995 presentation. 4 HEWLETT-PACKARD COMPANY AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS ---------------------------------------------------- (Unaudited) 1. In the opinion of the Company's management, the accompanying consolidated condensed financial statements contain all adjustments (which comprise only normal and recurring accruals) necessary to present fairly the financial position as of July 31, 1995 and October 31, 1994, the results of operations for the three months and nine months ended July 31, 1995 and 1994, and the cash flows for the nine months ended July 31, 1995 and 1994. The results of operations for the three months and nine months ended July 31, 1995 are not necessarily indicative of the results to be expected for the full year. 2. In fiscal 1995, sales of consumable supplies, consisting primarily of supplies for the Company's printer products, are reported in the consolidated condensed statement of earnings as product revenue. In previous years, consumable supplies were reported as service revenue. Prior year amounts have been reclassified to reflect this change, which did not affect total revenue, earnings from operations or net earnings. 3. The Company paid interest of $132 million and $97 million during the nine months ended July 31, 1995 and 1994, respectively. During the same periods, the Company paid income taxes of $839 million and $495 million, respectively. The effect of foreign currency exchange rate fluctuations on cash balances held in foreign currencies was not material. 4. Income tax provisions for interim periods are based on estimated effective annual income tax rates. The effective income tax rate varies from the U.S. federal statutory income tax rate primarily because of variations in the tax rates on foreign income. 5. Net earnings per share are computed based on a method which approximates the use of a weighted-average number of common shares and common share equivalents outstanding during each period. Common share equivalents represent the dilutive effect of outstanding stock options. 6. On February 15, 1995, the Company's Board of Directors approved a 2-for-1 stock split of the Company's $1 par value common stock in the form of a 100% distribution to shareholders of record as of March 24, 1995. As a result of the stock split, fiscal 1995 authorized, outstanding, and reserved common shares doubled and capital in excess of par value was reduced by the par value of the additional common shares issued. The rights of the holders of these securities were not otherwise modified. All per share amounts have been restated to reflect the retroactive effect of the stock split. 7. On November 1, 1994, the Company adopted Statement of Financial Accounting Standards No. 115 ("FAS 115"), Accounting for Certain Investments in Debt and Equity Securities. FAS 115 requires certain investments in debt and equity securities be classified into one of three categories: held-to-maturity, available-for-sale, or trading. The Company's investments are primarily comprised of debt securities which are held-to-maturity. Adoption of this statement did not have a material effect on the Company's financial position or results of operations. 5 Item 2. Management's Discussion and Analysis of Results of Operations, Financial Condition and Factors That May Affect Future Results (Unaudited). HEWLETT-PACKARD COMPANY AND SUBSIDIARIES RESULTS OF OPERATIONS --------------------- Net Revenue - Net revenue for the third quarter ended July 31, 1995 was $7.7 billion, an increase of 28 percent from the same period of fiscal 1994. Product sales increased 29 percent and service revenue grew 24 percent over the corresponding period of fiscal 1994. Net revenue grew 34 percent to $4.3 billion internationally and 21 percent to $3.4 billion in the U.S. The third quarter growth in net revenue was principally due to strong demand for the Company's printer products, personal computer and PC networking products, servers and the related consulting and software business, and test and measurement products. Net revenue for the first nine months of fiscal 1995 was $22.5 billion, an increase of 25 percent from the same period of fiscal 1994. Product sales increased 25 percent and service revenue grew 24 percent over the corresponding period of fiscal 1994. Net revenue grew 30 percent to $12.8 billion internationally and 19 percent to $9.7 billion in the U.S. In fiscal 1995, sales of consumable supplies, consisting primarily of supplies for the Company's printer products, are reported in the consolidated condensed statement of earnings as product revenue. In previous years, consumable supplies were reported as service revenue. Prior year amounts have been reclassified to reflect this change, which did not affect total revenue, earnings from operations or net earnings. Costs and Expenses - Cost of products sold and services as a percentage of net revenue was 63.4 percent for the third quarter and 62.8 percent for the first nine months of fiscal 1995, compared to 62.3 percent for the third quarter and 61.9 percent for the first nine months of fiscal 1994. These increases over fiscal 1994 were the result of continued competitive pricing pressures, an ongoing shift in revenue mix to products with higher cost of sales as a percentage of revenue, and the strength of the Yen, which resulted in higher prices on components purchased from Japanese suppliers. These factors were partially offset by the continued strength of the higher gross margin test and measurement and server businesses. The Company believes that competitive pricing pressures and the shift in revenue mix are likely to continue to put upward pressure on cost of sales. Operating expenses as a percentage of net revenue were 26.0 percent for the third quarter and 25.5 percent for the first nine months of fiscal 1995, compared to 28.7 percent for the third quarter and 28.2 percent for the first nine months of fiscal 1994. These decreases from fiscal 1994 reflect ongoing efforts to achieve expense structures appropriate for the Company's changing businesses. Operating expenses increased 16 percent for the third quarter and 13 percent for the first nine months of fiscal 1995 over the corresponding year-ago periods. These increases resulted primarily from increased research and development expenses and marketing and selling expenses, which reflect the Company's belief that success in a global marketplace requires a continuing flow of innovative, high-quality products. Interest Income and Other, Net - During the third quarter and first nine months of fiscal 1995, interest income and other, net increased to $96 million and $155 million, respectively, compared to $24 million and $33 million in the corresponding periods of fiscal 1994. These increases are largely due to gains realized on the sale of certain equity investments, increased income from equity investments and interest income on higher cash balances, as well as interest rate changes during the respective periods. 6 Provision for Taxes - The provision for taxes as a percentage of earnings before taxes was 33.5 percent for the third quarter and for the first nine months of fiscal 1995, compared to 34 percent for both the third quarter and first nine months of fiscal 1994. Net Earnings - Net earnings for the third quarter of fiscal 1995 were $576 million, or $1.09 per share on an average of 527 million shares, compared to net earnings of $347 million, or $0.66 per share on an average of 522 million shares for the third quarter of fiscal 1994. For the nine months ended July 31, 1995, net earnings were $1.8 billion, or $3.34 per share on an average of 526 million shares, compared to net earnings of $1.1 billion, or $2.15 per share on an average of 520 million shares for the same period in fiscal 1994. The 1994 per share amounts and average shares have been restated to reflect the retroactive effect of the March 1995 stock split. FINANCIAL CONDITION ------------------- Liquidity and Capital Resources - The Company's financial position remains strong, with cash and cash equivalents and short-term investments of $2.8 billion at July 31, 1995, compared with $2.5 billion at October 31, 1994. Cash flows from operating activities were $1.4 billion during the first nine months of fiscal 1995 and for the corresponding period of fiscal 1994. Liquidity from increased net earnings in fiscal 1995 was offset by growth in inventories. Inventory grew 28% year over year, consistent with revenue growth experienced for the quarter. Inventory growth was incurred to accommodate product introductions and higher order growth, but remains an area of management focus. Capital expenditures for the first nine months of fiscal 1995 were $1.1 billion, compared to $817 million for the corresponding period in the previous year. The capital expenditures in 1995 relate mainly to expansion of production capacity and to accommodate the introduction of new products. The changes in investment and borrowing activities during the first nine months of fiscal 1995, when compared to the same period in 1994, resulted from changes in the Company's liquidity requirements to meet short-term working capital needs. Under the Company's ongoing stock repurchase program, shares have been purchased periodically to meet employee stock plan requirements. During the nine months ended July 31, 1995, the Company purchased and retired approximately 6.8 million shares (on a post-split basis) for an aggregate price of $384 million. During the nine months ended July 31, 1994, the Company repurchased and retired approximately 2.8 million shares (on a pre-split basis) for an aggregate price of $219 million. FACTORS THAT MAY AFFECT FUTURE RESULTS --------------------------------------- The Company's operations are dependent on the ability of significant suppliers to deliver integral sub-assemblies and components in time to meet critical manufacturing schedules. The Company periodically experiences constrained supply of certain component parts in some product lines, as a result of strong demand in those product lines as well as strong demand in the industry. Continued constraints may result in moderated revenue growth until alternate sourcing is developed. The Company believes that alternate suppliers or design solutions can be arranged within a reasonable time in order to minimize material long-term adverse impacts. 7 PART II. OTHER INFORMATION --------------------------- Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits: A list of exhibits is set forth in the Exhibit Index found on page 10 of this report. (b) Reports on Form 8-K: There were no reports on Form 8-K filed during the three months ended July 31, 1995. 8 HEWLETT-PACKARD COMPANY AND SUBSIDIARIES SIGNATURE --------- Pursuant to the requirements 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 (Registrant) Dated: September 13, 1995 By: ROBERT P. WAYMAN ------------------------ Robert P. Wayman Executive Vice President, Finance and Administration (Chief Financial Officer) 9 HEWLETT-PACKARD COMPANY AND SUBSIDIARIES EXHIBIT INDEX ------------- Exhibits: 1. Not applicable. 2. None. 3. None. 4. None. 5-9 . Not applicable. 10-11. None. 12-14. Not applicable. 15. None. 16-17. Not applicable. 18-19. None. 20-21. Not applicable. 22-24. None. 25-26. Not applicable. 27. Financial Data Schedule. 28. Not applicable. 99. None. 10