Current Report Filing (8-k)
15 Oktober 2014 - 2:11PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
October 15, 2014
Date of Report (Date of Earliest Event Reported)
HEWLETT-PACKARD COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE |
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1-4423 |
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94-1081436 |
(State or other jurisdiction |
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(Commission |
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(I.R.S. Employer |
of incorporation) |
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File |
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Identification No.) |
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Number) |
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3000 HANOVER STREET, PALO ALTO, |
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CA |
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94304 |
(Address of principal executive offices) |
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(Zip code) |
(650) 857-1501
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01 Regulation FD Disclosure.
On October 15, 2014, Hewlett-Packard Company (HP) issued a press release entitled HP to Resume Share Repurchase Program. The information reported in this report, including the press release attached as Exhibit 99.1, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
Exhibit Number |
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Description |
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Exhibit 99.1 |
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HPs press release, dated October 15, 2014, entitled HP to Resume Share Repurchase Program (furnished herewith). |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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HEWLETT-PACKARD COMPANY |
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DATE: October 15, 2014 |
By: |
/s/ Rishi Varma |
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Name: |
Rishi Varma |
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Title: |
Senior Vice President, Deputy General Counsel |
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and Assistant Secretary |
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Exhibit Number |
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Description |
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Exhibit 99.1 |
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HPs press release, dated October 15, 2014, entitled HP to Resume Share Repurchase Program (furnished herewith). |
Exhibit 99.1
Hewlett-Packard Company |
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3000 Hanover Street |
Palo Alto, CA 94304 |
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hp.com |
Editorial contacts
Kate Holderness
+1 650 236 1024
kate.holderness@hp.com
www.hp.com/go/newsroom
News Release
HP to Resume Share Repurchase Program
Reiterates FY14 and FY15 target of returning at least 50 percent of free cash flow to shareholders through dividends and share repurchases
Palo Alto, Calif., October 15, 2014 HP (NYSE: HPQ) today announced that it will resume its share repurchase program under its current authorization after previously suspending activity due to the possession of material non-public information. The company is no longer in possession of such information.
HP remains committed to its fiscal 2014 and fiscal 2015 capital allocation strategy of returning at least 50 percent of free cash flow to shareholders through dividends and share repurchases and intends to make up for the fiscal 2014 shortfall over the remainder of fiscal 2014 and 2015.
We are committed to a disciplined approach to capital allocation and we intend to return at least 50 percent of FY14 and FY15 free cash flow to shareholders in the form of dividends and repurchases, said Cathie Lesjak, Executive Vice President and Chief Financial Officer, HP. We are confident in our strategy and our ability to execute, and continue to believe our share price does not reflect HPs intrinsic value.
Outlook
For fiscal 2014, HP reaffirms its estimate of non-GAAP diluted net earnings per share (EPS) to be in the range of $3.70 to $3.74 and GAAP diluted net EPS to be in the range of $2.60 to $2.64. Fiscal 2014 non-GAAP diluted net EPS estimates exclude after-tax costs of approximately $1.10 per share, related primarily to restructuring charges and amortization of intangible assets.
For fiscal 2015, HP reaffirms its estimate of non-GAAP diluted net EPS to be in the range of $3.83 to $4.03 and GAAP diluted net EPS to be in the range of $3.23 to $3.43. Fiscal 2015 non-GAAP diluted net EPS estimates exclude after-tax costs of approximately $0.60 per share, related primarily to amortization of intangible assets and restructuring charges.
HP reaffirms its fiscal 2015 operating cash flow outlook of $10 billion to $10.5 billion, with free cash flow of $6.5 billion to $7 billion.
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HPs outlook does not include one-time GAAP-only charges the company is expected to incur in connection with the separation transaction announced on October 6, 2014, including advisory and tax costs which will be quantified at a later date.
About HP
HP creates new possibilities for technology to have a meaningful impact on people, businesses, governments and society. With the broadest technology portfolio spanning printing, personal systems, software, services and IT infrastructure, HP delivers solutions for customers most complex challenges in every region of the world. More information about HP is available at http://www.hp.com.
Use of non-GAAP financial information
To supplement HPs historical and forecasted financial results presented on a GAAP basis, HP provides forecasts of non-GAAP diluted net earnings per share and free cash flow. A reconciliation of the adjustments to GAAP is included in this news release. In addition, an explanation of the ways in which HPs management uses these non-GAAP measures to evaluate its business, the substance behind HPs managements decision to use these non-GAAP measures, the material limitations associated with the use of these non-GAAP measures, the manner in which HPs management compensates for those limitations, and the substantive reasons why HPs management believes that these non-GAAP measures provide useful information to investors is included under further below. This additional non-GAAP financial information is not meant to be considered in isolation or as a substitute for diluted net earnings per share or cash flow from operations prepared in accordance with GAAP.
Use of non-GAAP financial measures
To supplement HPs historical and forecasted financial results presented on a GAAP basis, HP provides forecasts of non-GAAP diluted net earnings per share and free cash flow. These non-GAAP financial measures are not computed in accordance with, or as an alternative to, generally accepted accounting principles in the United States. The GAAP measure most directly comparable to non-GAAP diluted net earnings per share is diluted net earnings per share. The GAAP measure most directly comparable to free cash flow is cash flow from operations.
Use and economic substance of non-GAAP financial measures used by HP
Non-GAAP diluted net earnings per share is defined to exclude the effects of any restructuring charges, charges relating to the amortization of intangible assets and certain other acquisition-related charges recorded or expected to be recorded during the relevant period. In addition, non-GAAP diluted net earnings per share are adjusted by the amount of additional taxes or tax benefit associated with each non-GAAP item. Free cash flow is defined as cash flow from operations less net capital expenditures. Net capital expenditures is defined as investments in property, plant and equipment less proceeds from the sale or property, plants and equipment. HPs management uses free cash flow for the purpose of determining the amount of cash available for investment in HPs businesses, funding acquisitions, repurchasing stock and other purposes. HPs management also uses free cash flow to evaluate HPs historical and prospective liquidity.
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HPs management uses non-GAAP financial measures, including HPs non-GAAP diluted net earnings per share, to evaluate and forecast HPs performance before gains, losses or other charges that are considered by HPs management to be outside of HPs core business segment operating results. These non-GAAP financial measures have limitations as analytical tools, and these measures should not be considered in isolation or as a substitute for analysis of HPs results as reported under GAAP. For example, items such as the amortization of intangible assets, though not directly affecting HPs cash position, represent the loss in value of intangible assets over time. The expense associated with this loss in value is not included in HPs non-GAAP diluted net earnings per share and therefore does not reflect the full economic effect of the loss in value of those intangible assets. In addition, items such as restructuring charges that are excluded from HPs non-GAAP diluted net earnings per share can have a material impact on HPs GAAP diluted net earnings per share. Other companies may calculate non-GAAP diluted net earnings per share, free cash flow and net capital expenditures differently than HP does, which limits the usefulness of that measure for comparative purposes.
Compensation for limitations associated with use of non-GAAP financial measures
HP compensates for the limitations on its use of non-GAAP financial measures by relying primarily on its GAAP results and using non-GAAP financial measures only supplementally. HP also provides robust and detailed reconciliations of each non-GAAP financial measure to its most directly comparable GAAP measure within this news release and in other written materials available at www.hp.com/investor/2014OctAnnouncement/ that include these non-GAAP financial measures, and HP encourages investors to review carefully those reconciliations.
Usefulness of non-GAAP financial measures to investors
HP believes that providing non-GAAP financial measures to investors in addition to the related GAAP financial measures provides investors with greater transparency to the information used by HPs management in its financial and operational decision making and allows investors to see HPs results through the eyes of management. HP further believes that providing this information better enables HPs investors to understand HPs operating performance and to evaluate the efficacy of the methodology and information used by HPs management to evaluate and measure such performance. Disclosure of non-GAAP financial measures also facilitates comparisons of HPs operating performance with the performance of other companies in HPs industry that supplement their GAAP results with non-GAAP financial measures that may be calculated in a similar manner.
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Forward-looking statements
This news release contains forward-looking statements that involve risks, uncertainties and assumptions. If the risks or uncertainties ever materialize or the assumptions prove incorrect, the results of HP may differ materially from those expressed or implied by such forward-looking statements and assumptions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including but not limited to any statements of the plans, strategies and objectives of HP for future operations, including the separation transaction; the future performance of Hewlett-Packard Enterprise and HP Inc. if the separation is completed; the execution of restructuring plans and any resulting cost savings or revenue or profitability improvements; any projections of revenue, margins, expenses, HPs effective tax rate, net earnings, net earnings per share, cash flows, benefit plan funding, share repurchases, currency exchange rates or other financial items; any projections of the amount, timing or impact of cost savings or restructuring charges; any statements concerning the expected development, performance, market share or competitive performance relating to products or services; any statements regarding current or future macroeconomic trends or events and the impact of those trends and events on HP and its financial performance; any statements regarding pending investigations, claims or disputes; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. Risks, uncertainties and assumptions include the need to address the many challenges facing HPs businesses; the competitive pressures faced by HPs businesses; risks associated with executing HPs strategy, including the planned separation transaction; the impact of macroeconomic and geopolitical trends and events; the need to manage third-party suppliers and the distribution of HPs products and services effectively; the protection of HPs intellectual property assets, including intellectual property licensed from third parties; risks associated with HPs international operations; the development and transition of new products and services and the enhancement of existing products and services to meet customer needs and respond to emerging technological trends; the execution and performance of contracts by HP and its suppliers, customers and partners; the hiring and retention of key employees; integration and other risks associated with business combination and investment transactions; the execution, timing and results of the separation transaction or restructuring plans, including estimates and assumptions related to the cost (including any possible disruption of HPs business) and the anticipated benefits of implementing the separation transaction and restructuring plans; the resolution of pending investigations, claims and disputes; and other risks that are described in HPs
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Annual Report on Form 10-K for the fiscal year ended October 31, 2013, and HPs other filings with the Securities and Exchange Commission, including HPs Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2014. As in prior periods, the financial information set forth in this release, including tax-related items, reflects estimates based on information available at this time. While HP believes these estimates to be reasonable, these amounts could differ materially from actual reported amounts in HPs Annual Report on Form 10-K for the fiscal year ended October 31, 2014. HP assumes no obligation and does not intend to update these forward-looking statements.
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