HP INC — Regulatory Filings 2015

Sep 12, 2015

CORRESP 1 filename1.htm CORRESPONDENCE

Wachtell, Lipton, Rosen & Katz

| MARTIN LIPTON HERBERT M.
WACHTELL PAUL VIZCARRONDO, JR. PETER C. HEIN HAROLD S. NOVIKOFF MEYER G. KOPLOW THEODORE N. MIRVIS EDWARD D. HERLIHY DANIEL A. NEFF ANDREW R. BROWNSTEIN MICHAEL H. BYOWITZ PAUL K. ROWE MARC WOLINSKY DAVID GRUENSTEIN STEVEN A. ROSENBLUM STEPHANIE J. SELIGMAN JOHN F. SAVARESE SCOTT K. CHARLES JODI J. SCHWARTZ ADAM O. EMMERICH GEORGE T. CONWAY III | |
| --- | --- |
| WILLIAM T. ALLEN PETER C. CANELLOS DAVID M. EINHORN KENNETH B. FORREST THEODORE GEWERTZ MAURA R. GROSSMAN RICHARD D. KATCHER DOUGLAS K. MAYER ROBERT B. MAZUR PHILIP MINDLIN ROBERT M. MORGENTHAU | DAVID S. NEILL BERNARD W. NUSSBAUM LAWRENCE B. PEDOWITZ ERIC S. ROBINSON PATRICIA A. ROBINSON* ERIC M. ROTH MICHAEL W. SCHWARTZ ELLIOTT V. STEIN WARREN R. STERN PATRICIA A. VLAHAKIS AMY R. WOLF |
| * ADMITTED IN THE DISTRICT OF COLUMBIA ___ COUNSEL | |
| DAVID M. ADLERSTEIN AMANDA K. ALLEXON LOUIS J. BARASH DIANNA CHEN ANDREW J.H. CHEUNG PAMELA EHRENKRANZ KATHRYN GETTLES-ATWA ADAM M. GOGOLAK | PAULA N. GORDON NANCY B. GREENBAUM MARK A. KOENIG J. AUSTIN LYONS ALICIA C. McCARTHY SABASTIAN V. NILES AMANDA N. PERSAUD JEFFREY A. WATIKER |

September 11, 2015

FOIA CONFIDENTIAL TREATMENT REQUESTED BY

HEWLETT-PACKARD COMPANY PURSUANT TO 17 C.F.R. 200.83

CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED FROM THE

VERSION FILED VIA EDGAR. CONFIDENTIAL TREATMENT HAS BEEN

REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. INFORMATION

THAT WAS OMITTED IN THE EDGAR VERSION HAS BEEN NOTED IN

THE EDGAR VERSION WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[]”.*

VIA FEDEX AND EDGAR

Mr. Stephen Krikorian

Accounting Branch Chief

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re: Hewlett-Packard Company

Form 10-K for the Fiscal Year Ended October 31, 2014

Form 10-Q for the Quarterly Period Ended April 30, 2015

File No. 001-04423

CONFIDENTIAL TREATMENT REQUESTED BY HEWLETT-PACKARD COMPANY HP_0001

Mr. Stephen Krikorian

U.S. Securities and Exchange Commission

September 11, 2015

Page 2 of 8

Dear Mr. Krikorian:

On behalf of our client, Hewlett-Packard Company (the “ Company ”), we are providing the Company’s responses to the comments of the Staff of the Division of Corporation Finance (the “ Staff ”) of the U.S. Securities and Exchange Commission (the “ Commission ”) set forth in your letter, dated September 2, 2015, with respect to the filings referenced above (the “ September 2, 2015 Comment Letter ”). For the Staff’s convenience, the text of the Staff’s comments is set forth below in bold, followed in each case by the Company’s response.

For reasons of business confidentiality, in a separate letter dated the date hereof, the Company has requested that certain confidential information not be disclosed in response to any request made under the Freedom of Information Act or otherwise. Accordingly, pursuant to Rule 83 (17 C.F.R. 200.83) of the Rules of Practice of the Commission, a complete copy of this letter will be provided only in paper form and not electronically as correspondence under the Commission’s EDGAR system. A redacted version, which excludes the confidential information, has been filed electronically on the Commission’s EDGAR system as correspondence with the omitted information in the version filed via the EDGAR system identified by the mark “[***].”

Form 10-K for the Fiscal Year Ended October 31, 2014

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Critical Accounting Policies and Estimates

Goodwill, page 51

1. We note your response to prior comment 1 and your response to prior comment 24 from your letter dated August 10, 2015 relating to Hewlett Packard Enterprise Company’s Registration Statement on Form 10. However, based on our telephone call with the company’s representatives on August 26, 2015, we understand that the EG segment manager reviews operating results information, including gross margins, for the business units included within the EG segment. Accordingly, for those business units it appears that discrete financial information is available that is reviewed by the segment manager. The business units also appear to be businesses as defined in ASC 805-10-55-4 through 55-9. If so, it appears that the business units within the EG segment represent components that are reporting units, as defined in ASC 350-20-35-34. Please clarify why you do not believe the business units represent components that are reporting units as defined by ASC 350-20-35-34 and ASC 350-20-55-1 to 5. Please also provide us with the reporting packages for the quarterly periods ended October 31, 2013 and January 31, 2014 that the EG segment manager reviewed in assessing operating results for the segment and each of the business units discussed in the August 26, 2015 telephone call. If not

CONFIDENTIAL TREATMENT REQUESTED BY HEWLETT-PACKARD COMPANY HP_0002

Mr. Stephen Krikorian

U.S. Securities and Exchange Commission

September 11, 2015

Page 3 of 8

otherwise evident, please quantify the corporate allocations included in the EG segment results that are not included in the business unit results. Also please describe the types of the corporate costs allocated and which types constitute the significant portion of that allocation.

Rule 83 confidential treatment request made by Hewlett-Packard Company; Request Number 1.

Response : The Company acknowledges that the determination of reporting units under ASC 350-20-35-34 is a matter of significant judgment. In this response to the Staff’s comments, the Company will cover three points. First, the Company outlines its belief that these business units are not components [] and as such should not be considered discrete financial information. Second, the Company has also evaluated the guidance in ASC 350-20-35-35 and reached a conclusion that if the business units within EG were components, the Company would conclude that the business units have similar economic characteristics such that they should be aggregated into one reporting unit. []

Discrete Financial Information Assessment

The Company respectfully advises the Staff that it believes the business units within its EG segment do not represent components that are reporting units as defined by ASC 350-20-35-34 and ASC 350-20-55-1 to 5 [] The Company interprets discrete financial information based upon its internal reporting structure. [] Per the Staff’s request, the Company is supplementally providing the Staff on a confidential basis with the reporting packages that the EG segment manager reviewed for the three months ended October 31, 2013 and January 31, 2014 referenced in the September 2, 2015 Comment Letter.

[***]

[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]

[***]

CONFIDENTIAL TREATMENT REQUESTED BY HEWLETT-PACKARD COMPANY HP_0003

Mr. Stephen Krikorian

U.S. Securities and Exchange Commission

September 11, 2015

Page 4 of 8

[***]

Aggregation Assessment

As discussed on the Company’s August 26, 2015 call with the Staff, in the first quarter of fiscal 2014 the Company completed the integration of the Company’s ESSN hardware-related business units with the TS business unit to align the Company’s product and service offerings with its go-to-market strategy. [***]

Given the subjectivity associated with determining what data constitutes discrete financial information, the Company had previously considered whether the business units within ESSN met the aggregation criteria of ASC 350-20-35-35. In making this assessment, the Company first considered the aggregation criteria outlined in ASC 280-10-50-11 as discussed below. In addition, at the time the Company made the changes to its reporting units in the first quarter of 2014, the Company contemporaneously analyzed the ESSN and TS reporting units included within EG to determine if they also met the aggregation criteria outlined in ASC 350. In the following discussion, the Company has summarized how the aggregation criteria were initially considered with regard to ESSN and then subsequently how the criteria were reconsidered in the first quarter of fiscal year 2014 with regard to the further aggregation of ESSN and TS.

Before reviewing the Company’s application of the aggregation criteria outlined in ASC 350 and ASC 280, the Company believes that providing the Staff with some background on its industry and the current trends could be beneficial. As discussed above and in response to the Staff’s prior comments, the Company merged its ESSN and TS business in the first fiscal quarter of 2014. The merger of these two historical reporting units was done strategically, as industry trends and customer demands have been and are continuing to migrate from traditional IT purchases of standalone devices toward integrated solutions. The Company’s major competitors are expanding their product and service offerings by further integrating their products and solutions. [***]

In determining that the business units within ESSN (if they were to represent components that are reporting units) and TS met the aggregation criteria of ASC 350-20-35-35, the Company first considered the following aggregation criteria outlined in ASC 280-10-50-11. The guidance acknowledges that the aggregation of components for reporting unit identification is more qualitative than quantitative and therefore not every factor needs to be met for components to qualify for aggregation:

1. Similar long-term financial performance

[***]

CONFIDENTIAL TREATMENT REQUESTED BY HEWLETT-PACKARD COMPANY HP_0004

Mr. Stephen Krikorian

U.S. Securities and Exchange Commission

September 11, 2015

Page 5 of 8

[***]

[***]

1. Nature of products and services

In regards to the nature of EG’s products and services, they are all similar in that they support the computer networking or infrastructure needs of enterprise customers. The EG portfolio has solutions for a variety of operating environments that address a wide range of customer challenges. More frequently, customers are looking for integrated solutions that combine computing, storage, networking components and services. Customers want the server, storage and networking infrastructure simplified and automated as much as possible. The business units within ESSN support and benefit each other as they develop products built on complementary technology platforms that more easily work together in a “plug and play” environment. [***]

1. Nature of production processes

[***]

1. Type or class of customer for their products and services

[***]

1. Methods used to distribute their products or provide services

All ESSN products and TS maintenance contracts are sold in the same fashion through the previously described distribution channels. ESSN products (servers, storage and networking equipment) are purchased together with maintenance services (TS) to build technology infrastructure for the Company’s customers. As part of the integration of the business units in the first quarter of fiscal 2014, [***]

The Company notes that while ASC 350-20-55-7 requires consideration of the above factors outlined in ASC 280-10-50-11, it also indicates that every factor need not be met in order for two components to be considered economically similar. Additionally, management considered the following four additional criteria outlined in ASC 350-20-55-7:

(i) The manner in which an entity operates its business and the nature of those operations

As discussed on the Company’s call with the Staff on August 26, 2015 [***]

CONFIDENTIAL TREATMENT REQUESTED BY HEWLETT-PACKARD COMPANY HP_0005

Mr. Stephen Krikorian

U.S. Securities and Exchange Commission

September 11, 2015

Page 6 of 8

(ii) Whether goodwill is recoverable from the separate operations of each component business or from two or more component businesses working in concert (which might be the case if the components are economically interdependent)

[***]

(iii) The extent to which the component businesses share assets and other resources, as might be evidenced by transfer pricing mechanisms

[***]

(iv) Whether components support and benefit from common research and development projects

The Company’s research and development efforts are focused on designing and developing products, services and solutions that anticipate customers’ changing needs and desires and emerging technological trends. [***]

Historical Financial Statements Assessment

[***]

[***]

Conclusion

The Company respectfully advises the Staff that for the reasons described above it does not believe the business units within the EG segment represent components that are reporting units, as defined in ASC 350-20-35-34. The Company does however acknowledge that the application of this guidance involves significant judgment and could result in the Staff reaching a different conclusion. As a result, the Company has also evaluated whether it would be appropriate to aggregate such components for purposes of determining its reporting units in accordance with ASC 350-20-35-35 and ASC 280-10-50-11. The Company previously updated its assessment contemporaneously with the integration of ESSN and TS and concluded that there is a compelling rationale that they should be aggregated, for the reasons described above. [***]

The Company is supplementally and on a confidential basis providing the Staff with the reporting packages for the three months ended October 31, 2013 and January 31, 2014 referenced in the September 2, 2015 Comment Letter (the “ Supplemental Information ”). The Supplemental Information is being provided to the Staff under separate cover on a confidential and supplemental basis pursuant to Rule 12b-4 under the Exchange Act. In accordance with such Rule, the Company hereby requests that such materials be destroyed or returned promptly to us following completion of the Staff’s review thereof. By separate letter, the Company has requested confidential treatment of the Supplemental Information pursuant to the provisions of 17 C.F.R. § 200.83.

CONFIDENTIAL TREATMENT REQUESTED BY HEWLETT-PACKARD COMPANY HP_0006

Mr. Stephen Krikorian

U.S. Securities and Exchange Commission

September 11, 2015

Page 7 of 8

The Company requests that the information contained in Request Number 1 be treated as confidential information and that the Commission provide timely notice to the undersigned before it permits any disclosure of the highlighted information.

Form 10-Q for the Quarterly Period Ended April 30, 2015

Notes to Consolidated Condensed Financial Statements

Note 6: Taxes on Earnings, page 22

1. We note that you disclose that you recorded discrete items resulting in net tax benefits and such items relate to your restructuring events. We also note that your selected financial data as of October 31, 2014 presents restructuring charges for the past five years. Please tell us why you believe such items are subject to discrete treatment as your restructuring charges do not appear to be unusual or infrequent. We refer you to ASC 740-270-35-4.

Response : The Company respectfully advises the Staff that while restructuring charges have been recognized over multiple years, they were as a result of restructuring plans encompassing a fundamental reengineering of business processes and an optimization of the workforce to be more competitive and meet the Company’s objectives. These plans have resulted in over 88,500 positions eliminated in over 80 countries.

The Company records restructuring charges based on estimated employee terminations and site closure and consolidation plans. The Company accrues for severance and other employee separation costs under these actions when it is probable that benefits will be paid and the amount is reasonably estimable. The complexity of eliminating such a volume of positions while complying with applicable labor laws and regulations across 80 countries results in the restructuring charges being recognized over multiple years. In addition to these factors, the Company operates globally through a complex organizational structure. The tax benefit for restructuring charges is dependent upon the tax rate in the relevant jurisdiction and other factors such as valuation allowance status in the taxing jurisdiction where those costs will ultimately be recorded. Therefore, the tax benefit cannot be determined until the restructuring plans are known.

The Company records the income tax benefits of restructuring charges as discrete items consistent with ASC 740-270-25-3, which states that if an entity is unable to estimate a part of its ordinary income (or loss) or the related tax (or benefit) but is otherwise able to make a reliable estimate, the tax (or benefit) applicable to the item that cannot be estimated shall be reported in the interim period in which the item is reported.

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In response to your request, the Company acknowledges that:

CONFIDENTIAL TREATMENT REQUESTED BY HEWLETT-PACKARD COMPANY HP_0007

Mr. Stephen Krikorian

U.S. Securities and Exchange Commission

September 11, 2015

Page 8 of 8

● the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

● Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

● the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We hope that the foregoing has been responsive to the Staff’s comments. If you have any questions or comments regarding the foregoing, please do not hesitate to contact me at (212) 403-1378 or by email at BMRoth@wlrk.com.

Sincerely,

/s/ Benjamin M. Roth

Benjamin M. Roth

cc: Rishi Varma

Senior Vice President and Deputy General Counsel

Hewlett-Packard Company

CONFIDENTIAL TREATMENT REQUESTED BY HEWLETT-PACKARD COMPANY HP_0008