HP files documents and information with the United States Securities and Exchange Commission (“SEC”). The following documents, which HP has filed with the SEC, are hereby incorporated by reference into this prospectus:
(1) Annual Report on Form 10-K for the fiscal year ended October 31, 2013 (“Form 10-K 2013”);
(2) Notice of Annual Meeting of Stockholders and Proxy Statement relating to the Annual Meeting of Stockholders held on March 19, 2014 (“Proxy Statement”);
(3) Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 2013 (“Form 10-Q 2013”);
(4) Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 2014 (“Form 10-Q 2014”);
(5) Annual Report on Form 10-K for the fiscal year ended October 31, 2012 (“Form 10-K 2012”);
(6) Annual Report on Form 10-K for the fiscal year ended October 31, 2011 (“Form 10-K 2011”); and
(7) Current Reports on Form 8-K filed on February 20, 2014, March 20, 2014 and April 9, 2014. HP is required to file these items with the SEC but these items do not correspond to any specific items required by Commission Regulation (EC) No. 809/2004 (“Prospectus Regulation”), and are incorporated to provide employees with additional information,
save that any statement contained herein or in a document which is incorporated herein shall be deemed to be modified or superseded for the purpose of this prospectus to the extent that a statement contained in any such document which is deemed to be incorporated by reference herein modifies or supersedes such earlier statement (whether expressly, by implication or otherwise).
HP will provide without charge to each person to whom this prospectus is delivered, upon his or her written or oral request, a copy of any or all documents referred to above which have been incorporated by reference into this prospectus, excluding exhibits to those documents unless they are specifically incorporated by reference into those documents. You can obtain a copy of these documents and HP’s Certificate of Incorporation and Bylaws, free of charge from the Company’s website at http://www.hp.com. HP’s filings with the SEC are also available through the SEC’s website at http://www.sec.gov. In addition, this prospectus and any SEC filings incorporated by reference into this prospectus will be filed with the Commission de Surveillance du Secteur Financier, and the Luxembourg Stock Exchange will publish such documents on its website at
http://www.bourse.lu.
The information incorporated by reference that is not included in the cross-reference list, is considered as additional information and is not required by the relevant schedules of the Prospectus Regulation.
Ernst & Young LLP have acted as HP’s independent registered public accounting firm to audit the consolidated financial statements incorporated by reference in this prospectus.
The following table indicates where information required by the Prospectus Directive to be disclosed in, and incorporated by reference into, this prospectus can be found in the documents referred to above.
Information required by the Prospectus
Directive Document/Location
Statutory Auditors
Resignation or removal of auditors (Annex 1, Section 2.2 of the Prospectus Regulation)
Form 10-K 2013 (p. 166; Item 9) Selected Financial Information
Selected historical financial information regarding the issuer(Annex 1, Section 3.1 of the Prospectus Regulation)
Form 10-K 2013 (p. 39; Item 6) Form 10-Q 2014 (pp.4-7; Item 1 and p. 61)
Selected financial information for interim periods and comparative data from the same period in the prior financial year (Annex 1, Section 3.2 of the Prospectus Regulation)
Form 10-Q 2014 (pp. 4-7; Item 1 and p.61)
Form 10-Q 2013 (pp. 4-7; Item 1 and p.59)
Information about the Issuer
The place of registration of the issuer and its registration number(Annex 1, Section 5.1.2 of the Prospectus Regulation)
Form 10-K 2013 (cover)
The date of incorporation of the issuer (Annex 1, Section 5.1.3 of the Prospectus Regulation)
Form 10-K 2013 (p. 3; Item 1) Important events in the development of the
issuer’s business (Annex 1, Section 5.1.5 of the Prospectus Regulation)
Form 10-K 2013 (pp. 3-13; Item 1)
Principal Investments (Annex 1, Section 5.2.1, 5.2.2 and 5.2.3 of the Prospectus Regulation)
Form 10-K 2013 (p. 104; Note 5) Form 10-K 2012 (p. 103; Note 6) Form 10-K 2011 (p. 99; Note 6) Business Overview
The issuer’s principal activities (Annex 1, Section 6.1.1 of the Prospectus Regulation)
Form 10-Q 2014 (pp. 49-56; Note 16) Form 10-K 2013 (pp. 3-13; Item 1, pp. 157-165; Note 18) Form 10-K 2012 (pp. 3-13; Item 1, pp. 160-167; Note 19) Form 10-K 2011 (pp. 3-13; Item 1, pp. 148-156; Note 19)
New products and services (Annex 1, Section 6.1.2 of the Prospectus Regulation)
Form 10-K 2013 (pp. 157-165; Note 18)
The issuer’s principal markets (Annex 1, Section 6.2 of the Prospectus Regulation)
Form 10-K 2013 (pp. 3-13; Item 1, pp. 157-165; Note 18)
Information required by the Prospectus
Directive Document/Location
industrial, commercial and financial contracts and new manufacturing processes (Annex 1, Section 6.4 of the Prospectus Regulation)
and Materials, p. 10; Patents)
Property, Plants and Equipment
Existing or planned material tangible fixed assets and encumbrances thereon(Annex 1, Section 8.1 of the Prospectus Regulation)
Form 10-K 2013 (pp. 35-36; Item 2 and p. 103; Note 4)
Environmental issues affecting the issuer’s utilization of tangible fixed assets (Annex 1, Section 8.2 of the Prospectus Regulation)
Form 10-K 2013 (p. 13; Environment)
Operating and Financial Review
Analysis of the issuer’s financial condition, and results of operations (Annex 1, Section 9.1 of the Prospectus Regulation)
Form 10-K 2013 (pp. 40-75; Items 7 and 7A)
Reasons for material changes in net sales or revenue (Annex 1, Section 9.2.2 of the Prospectus Regulation)
Form 10-K 2013 (pp. 40-73; Item 7)
Capital Resources
The issuer’s capital resources, cashflows, borrowings, anticipated sources of funds (Annex 1, Section 10.1, 10.2, 10.3, 10.4 and 10.5 of the Prospectus Regulation)
Form 10-K 2013 (pp. 21-22, pp. 31-32, pp. 67-73; Liquidity and Capital
Resources, pp. 74-75; Item 7A, pp. 115- 121; Note 9, pp. 126-129; Notes 12) Form 10-Q 2014 (pp. 71-74; Liquidity and Capital Resources, pp.20-27; Note 8, pp. 32-35; Note 11)
Research and Development, Patents and Licenses
Research and development policies and expenditure (Annex 1, Section 11 of the Prospectus Regulation)
Form 10-K 2013 (pp. 9-10; Research and Development; Patents)
Trend information
Recent trends in production, sales and inventory, and costs and selling prices (Annex 1, Section 12.1 of the Prospectus Regulation)
Form 10-K 2013 (pp. 40-73; Item 7) Form 10-Q 2014 (pp. 57-93; Item 2) Current trends, uncertainties, demands,
commitments or events likely to affect the issuer’s prospects (Annex 1, Section 12.2 of the Prospectus Regulation)
Form 10-K 2013 (pp. 40-75; Items 7 and 7A)
Administrative, Management, and Supervisory Bodies and Senior Management
Names and details of senior management and persons in administrative, supervisory or management positions (Annex 1, Section 14.1 of
Form 10-K 2013 (pp. 14-15; Executive Officers, pp. 167)
Information required by the Prospectus
Directive Document/Location
the Prospectus Regulation)
Remuneration paid and benefits in kind in relation to the last full financial year for those senior management and persons in administrative, supervisory or management positions (Annex 1, Section 15.1 of the Prospectus Regulation)
Form 10-K 2013 (p. 167; Item 11) Proxy Statement (pp. 52-95; Executive Compensation)
Proxy Statement (pp. 29-33, Director Compensation and Stock Ownership Guidelines)
Amounts reserved for provision of pensions, retirement and similar benefits (Annex 1, Section 15.2 of the Prospectus Regulation)
Form 10-K 2013 (p. 72 (footnote 4 to the table on p. 72), pp. 110-111; Note 7, pp. 136-146; Note 15
Form 10-Q 2014 (pp. 38-39; Note 14) The period of and date of expiration of current
term of office for members of the board and senior management (Annex 1, Section 16.1 of the Prospectus Regulation)
Form 10-K 2013 (pp. 14-15; Executive Officers)
Proxy Statement (pp. 34-40; Election of Directors)
Service contract provisions for benefits upon termination of employment(Annex 1, Section 16.2 of the Prospectus Regulation)
Proxy Statement (pp. 52-95; Executive Compensation)
The issuer’s audit committee and remuneration committee (Annex 1, Section 16.3 of the Prospectus Regulation)
Proxy Statement (pp. 19-23; Board Structure and Committee Composition) The issuer’s compliance with corporate
governance regimes(Annex 1, Section 16.4 of the Prospectus Regulation)
Proxy Statement (pp. 17-28; Corporate Governance Principles and Board Matters)
Employees
Share and share option ownership of senior management and persons in administrative, supervisory or management positions (Annex 1, Section 17.2 of the Prospectus Regulation)
Proxy Statement (pp. 47-49; Common Stock Ownership of Certain Beneficial Owners and Management)
Arrangements for employee involvement in the issuer’s capital (Annex 1, Section 17.3 of the Prospectus Regulation)
Proxy Statement (p. 96; Equity Compensation Plan Information) Form 10-Q 2014 (pp. 9-11; Note 2) Financial Information Concerning the Issuer’s
Assets and Liabilities, Financial Position and Profits and Losses
Audited historical financial information and audit reports for the fiscal years ended October 31, 2013, October 31, 2012 and October 31, 2011
Form 10-K 2013 (pp. 76-164; Item 8) Form 10-K 2012 (pp. 74- 167; Item 8) Form 10-K 2011 (pp. 71-156; Item 8)
Balance Sheet Form 10-K 2013 (p. 82)
Form 10-K 2012 (p. 80) Form 10-K 2011 (p. 76)
Information required by the Prospectus
Directive Document/Location
Income Statement Form 10-K 2013 (pp. 80-81)
Form 10-K 2012 (pp. 78-79) Form 10-K 2011 (p. 75) A statement showing either all changes in equity
or changes in equity other than those arising from capital transactions with owners and distributions to owners
Form 10-K 2013 (p. 84) Form 10-K 2012 (p. 82) Form 10-K 2011 (p. 78)
Cash flow statement Form 10-K 2013 (p. 83)
Form 10-K 2012 (p. 81) Form 10-K 2011 (p. 77) Accounting policies and explanatory notes(Annex
1, Section 20.1, 20.3 and 20.5.1 of the Prospectus Regulation)
Form 10-K 2013 (pp. 85-165) Form 10-K 2012 (pp. 83-168) Form 10-K 2011 (pp. 79-156) Statement that the historical financial information
has been audited and details of qualifications and disclaimers (Annex 1, Section 20.4.1 of the Prospectus Regulation)
Form 10-K 2013 (pp. 77-78; Report of Independent Registered Public Accounting Firm)
Form 10-K 2012 (pp. 75-76; Report of Independent Registered Public Accounting Firm)
Form 10-K 2011 (pp. 72-73; Report of Independent Registered Public Accounting Firm)
Other audited information (Annex 1, Section 20.4.2 of the Prospectus Regulation)
Form 10-K 2013 (pp. 77-78; Report of Independent Registered Public Accounting Firm)
Form 10-K 2012 (pp. 75-76; Report of Independent Registered Public Accounting Firm)
Form 10-K 2011 (pp. 72-73; Report of Independent Registered Public Accounting Firm)
Unaudited interim financial data(Annex 1, Section 20.4.3 and 20.6.1 of the Prospectus Regulation)
Form 10-K 2013 (p. 165; Quarterly Summary) Form 10-K 2012 (p. 168; Quarterly Summary) Form 10-K 2011 (p. 157; Quarterly Summary) Form 10-Q 2014 (pp. 4-56; Item 1) Legal and arbitration proceedings (Annex 1,
Section 20.8 of the Prospectus Regulation)
Form 10-K 2013 (pp. 147-157; Note 17) Form 10-Q 2014 (pp. 39-49; Note 15)
Information required by the Prospectus
Directive Document/Location
Additional Information Share Capital
Convertible securities, exchangeable securities and securities with warrants (Annex 1, Section 21.1.4 of the Prospectus Regulation)
Form 10-K 2013 (pp. 126-129; Note 12) Form 10-Q 2014 (pp. 32-35; Note 11) Acquisition rights and obligations over authorised
but unissued capital or an undertaking to increase capital(Annex 1, Section 21.1.5 of the Prospectus Regulation)
Form 10-K 2013 (pp. 94-129; Note 2 – Note 12; pp. 135-136; Note 14)
Share options (Annex 1, Section 21.1.6 of the Prospectus Regulation)
Form 10-K 2013 (pp. 94-100; Note 2 Form 10-Q 2014 (pp. 9-11; Note 2; pp. 36-38; Note 13)
History of share capital (Annex 1, Section 21.1.7 of the Prospectus Regulation)
Form 10-K 2013 (p. 84; Consolidated Statements of Stockholders’ Equity)
Memorandum and Articles of Association Change of control provisions (Annex 1, Section 21.2.6 of the Prospectus Regulation)
Form 10-K 2013 (p. 34-35; Anti-takeover Provisions)
Information on Holdings
Undertakings in which the issuer owns capital
(Annex 1, Section 25 of the Prospectus
Regulation)
Form 10-K 2013 (p. 104; Note 5, Exhibit 21)
Dilution
The amount and percentage of immediate dilution resulting from the offer (Annex III, Section 9.1 of the Prospectus Regulation)
Form 10-K 2013 (p. 84; Consolidated Statement of Stockholders’ Equity)
ADDITIONAL INFORMATION