UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| (Mark One) | |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended: April 30, 2005 |
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or |
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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)
| Delaware (State or other jurisdiction of incorporation or organization) |
94-1081436 (I.R.S. employer identification no.) |
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3000 Hanover Street, Palo Alto, California (Address of principal executive offices) |
94304 (Zip code) |
(650) 857-1501
(Registrant's telephone number, including area code)
(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 ý No o
Indicate by checkmark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes ý No o
The number of shares of HP common stock outstanding as of May 31, 2005 was 2,886,325,490 shares.
HEWLETT-PACKARD COMPANY AND SUBSIDIARIES
INDEX
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Page No. |
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| Part I. | Financial Information | |||||
| Item 1. | Financial Statements | |||||
| Consolidated Condensed Statements of Earnings for the three and six months ended April 30, 2005 and 2004 (Unaudited) | 3 | |||||
| Consolidated Condensed Balance Sheets as of April 30, 2005 (Unaudited) and October 31, 2004 | 4 | |||||
| Consolidated Condensed Statements of Cash Flows for the six months ended April 30, 2005 and 2004 (Unaudited) | 5 | |||||
| Notes to Consolidated Condensed Financial Statements (Unaudited) | 6 | |||||
| Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 39 | ||||
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 72 | ||||
| Item 4. | Controls and Procedures | 72 | ||||
| Part II. | Other Information | |||||
| Item 1. | Legal Proceedings | 73 | ||||
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 73 | ||||
| Item 4. | Submission of Matters to a Vote of Security Holders | 73 | ||||
| Item 6. | Exhibits | 74 | ||||
| Signature | 75 | |||||
| Exhibit Index | 76 | |||||
Forward-Looking Statements
This Quarterly Report on Form 10-Q, including "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Item 2, 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 Hewlett-Packard Company and its consolidated subsidiaries ("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 projections of revenue, margins, expenses, earnings, cash flows, cash repatriation, benefit obligations, share repurchases or other financial items; any statements of the plans, strategies and objectives of management for future operations, including the execution of restructuring plans; any statements concerning expected development, performance or market share relating to products or services; any statements regarding future economic conditions or 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 macroeconomic and geopolitical trends and events; the outcome of pending legislation; the execution and performance of contracts by customers, suppliers and partners; the challenge of managing asset levels, including inventory; the difficulty of aligning expense levels with revenue changes; assumptions related to pension and other post-retirement costs; and other risks that are described herein and that are otherwise described from time to time in HP's Securities and Exchange Commission reports filed after HP's Annual Report on Form 10-K for the fiscal year ended October 31, 2004, except as to items that are specifically superseded by "Factors that Could Affect Future Results" set forth in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Item 2 of this report. HP assumes no obligation and does not intend to update these forward-looking statements.
2
HEWLETT-PACKARD COMPANY AND SUBSIDIARIES
Consolidated Condensed Statements of Earnings
(Unaudited)
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Three months ended April 30 |
Six months ended April 30 |
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2005 |
2004 |
2005 |
2004 |
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In millions, except per share amounts |
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| Net revenue: | |||||||||||||||
| Products | $ | 16,999 | $ | 16,142 | $ | 34,040 | $ | 32,012 | |||||||
| Services | 4,481 | 3,876 | 8,802 | 7,412 | |||||||||||
| Financing income | 90 | 95 | 182 | 203 | |||||||||||
| Total net revenue | 21,570 | 20,113 | 43,024 | 39,627 | |||||||||||
Costs and expenses: |
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| Cost of products | 12,872 | 12,151 | 25,943 | 24,063 | |||||||||||
| Cost of services | 3,502 | 2,986 | 6,911 | 5,725 | |||||||||||
| Financing interest | 55 | 45 | 112 | 85 | |||||||||||
| Research and development | 890 | 924 | 1,768 | 1,813 | |||||||||||
| Selling, general and administrative | 2,933 | 2,665 | 5,637 | 5,243 | |||||||||||
| Amortization of purchased intangible assets | 151 | 148 | 318 | 292 | |||||||||||
| Restructuring charges | 4 | 38 | 7 | 92 | |||||||||||
| Acquisition-related charges | | 9 | | 24 | |||||||||||
| In-process research and development charge | | 9 | | 9 | |||||||||||
| Total costs and expenses | 20,407 | 18,975 | 40,696 | 37,346 | |||||||||||
| Earnings from operations | 1,163 | 1,138 | 2,328 | 2,281 | |||||||||||
| Interest and other, net | (87 | ) | 2 | (62 | ) | 13 | |||||||||
| Gains (losses) on investments | 3 | (5 | ) | (21 | ) | 4 | |||||||||
| Dispute settlement | | (70 | ) | (116 | ) | (70 | ) | ||||||||
| Earnings before taxes | 1,079 | 1,065 | 2,129 | 2,228 | |||||||||||
| Provision for taxes | 113 | 181 | 220 | 408 | |||||||||||
| Net earnings | $ | 966 | $ | 884 | $ | 1,909 | $ | 1,820 | |||||||
Net earnings per share: |
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| Basic | $ | 0.33 | $ | 0.29 | $ | 0.66 | $ | 0.60 | |||||||
| Diluted | $ | 0.33 | $ | 0.29 | $ | 0.65 | $ | 0.59 | |||||||
| Cash dividends declared per share | $ | | $ | | $ | 0.16 | $ | 0.16 | |||||||
Weighted average shares used to compute net earnings per share: |
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| Basic | 2,886 | 3,043 | 2,897 | 3,047 | |||||||||||
| Diluted | 2,917 | 3,081 | 2,926 | 3,086 | |||||||||||
The accompanying notes are an integral part of these Consolidated Condensed Financial Statements.
3
HEWLETT-PACKARD COMPANY AND SUBSIDIARIES
Consolidated Condensed Balance Sheets
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April 30, 2005 |
October 31, 2004 |
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In millions, except par value |
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(Unaudited) |
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| ASSETS | |||||||||
| Current assets: | |||||||||
| Cash and cash equivalents | $ | 14,362 | $ | 12,663 | |||||
| Short-term investments | 121 | 311 | |||||||
| Accounts receivable | 9,266 | 10,226 | |||||||
| Financing receivables | 2,720 | 2,945 | |||||||
| Inventory | 6,464 | 7,071 | |||||||
| Other current assets | 9,543 | 9,685 | |||||||
| Total current assets | 42,476 | 42,901 | |||||||
| Property, plant and equipment | 6,669 | 6,649 | |||||||
| Long-term financing receivables and other assets | 7,306 | 6,657 | |||||||
| Goodwill | 16,067 | 15,828 | |||||||
| Purchased intangible assets | 3,830 | 4,103 | |||||||
| Total assets | $ | 76,348 | $ | 76,138 | |||||
LIABILITIES AND STOCKHOLDERS' EQUITY |
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| Current liabilities: | |||||||||
| Notes payable and short-term borrowings | $ | 2,754 | $ | 2,511 | |||||
| Accounts payable | 8,583 | 9,377 | |||||||
| Employee compensation and benefits | 1,860 | 2,208 | |||||||
| Taxes on earnings | 1,361 | 1,709 | |||||||
| Deferred revenue | 3,524 | 2,958 | |||||||
| Accrued restructuring | 122 | 193 | |||||||
| Other accrued liabilities | 10,211 | 9,632 | |||||||
| Total current liabilities | 28,415 | 28,588 | |||||||
| Long-term debt | 4,397 | 4,623 | |||||||
| Other liabilities | 5,363 | 5,363 | |||||||
Commitments and contingencies |
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Stockholders' equity: |
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| Preferred stock, $0.01 par value (300 shares authorized; none issued) | | | |||||||
| Common stock, $0.01 par value (9,600 shares authorized; 2,879 and 2,911 shares issued and outstanding, respectively) | 29 | 29 | |||||||
| Additional paid-in capital | 21,369 | 22,129 | |||||||
| Retained earnings | 16,950 | 15,649 | |||||||
| Accumulated other comprehensive loss | (175 | ) | (243 | ) | |||||
| Total stockholders' equity | 38,173 | 37,564 | |||||||
| Total liabilities and stockholders' equity | $ | 76,348 | $ | 76,138 | |||||
The accompanying notes are an integral part of these Consolidated Condensed Financial Statements.
4
HEWLETT-PACKARD COMPANY AND SUBSIDIARIES
Consolidated Condensed Statements of Cash Flows
(Unaudited)
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Six months ended April 30 |
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2005 |
2004 |
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In millions |
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| Cash flows from operating activities: | |||||||||||
| Net earnings | $ | 1,909 | $ | 1,820 | |||||||
| Adjustments to reconcile net earnings to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | 1,211 | 1,191 | |||||||||
| Provision for bad debt and inventory | 223 | 166 | |||||||||
| In-process research and development | | 9 | |||||||||
| Restructuring charges | 7 | 92 | |||||||||
| Acquisition-related charges | | 24 | |||||||||
| Deferred taxes on earnings | 177 | 125 | |||||||||
| Other, net | (39 | ) | 52 | ||||||||
| Changes in assets and liabilities: | |||||||||||
| Accounts and financing receivables | 1,160 | 750 | |||||||||
| Inventory | 366 | (359 | ) | ||||||||
| Accounts payable | (794 | ) | (1,058 | ) | |||||||
| Taxes on earnings | (359 | ) | (78 | ) | |||||||
| Restructuring | (84 | ) | (435 | ) | |||||||
| Other assets and liabilities | 155 | 483 | |||||||||
| Net cash provided by operating activities | 3,932 | 2,782 | |||||||||
Cash flows from investing activities: |
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| Investment in property, plant and equipment | (1,141 | ) | (923 | ) | |||||||
| Proceeds from sale of property, plant and equipment | 342 | 245 | |||||||||
| Purchases of available-for-sale securities and other investments | (1,703 | ) | (624 | ) | |||||||
| Sales of available-for-sale securities and other investments | 1,504 | 459 | |||||||||
| Maturities of available-for-sale securities | 400 | 391 | |||||||||
| Payments made in connection with business acquisitions, net | (332 | ) | (786 | ) | |||||||
| Net cash used in investing activities | (930 | ) | (1,238 | ) | |||||||
Cash flows from financing activities: |
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| Issuance (repayment) of commercial paper and notes payable, net | 77 | (118 | ) | ||||||||
| Issuance of debt | 3 | 9 | |||||||||
| Payment of long-term debt | (14 | ) | (174 | ) | |||||||
| Issuance of common stock under employee stock plans | 352 | 297 | |||||||||
| Repurchase of common stock | (1,255 | ) | (604 | ) | |||||||
| Dividends | (466 | ) | (488 | ) | |||||||
| Net cash used in financing activities | (1,303 | ) | (1,078 | ) | |||||||
| Increase in cash and cash equivalents | 1,699 | 466 | |||||||||
| Cash and cash equivalents at beginning of period | 12,663 | 14,188 | |||||||||
| Cash and cash equivalents at end of period | $ | 14,362 | $ | 14,654 | |||||||
| Supplemental schedule of noncash financing activities: | |||||||||||
| Net issuances of restricted stock | $ | 119 | $ | 47 | |||||||
The accompanying notes are an integral part of these Consolidated Condensed Financial Statements.
5
HEWLETT-PACKARD COMPANY AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements
(Unaudited)
Note 1: Basis of Presentation and Significant Accounting Policies
In the opinion of management, the accompanying Consolidated Condensed Financial Statements of Hewlett-Packard Company and its consolidated subsidiaries ("HP") contain all adjustments, including normal recurring adjustments, necessary to present fairly HP's financial position as of April 30, 2005, its results of operations for the three and six months ended April 30, 2005 and 2004, and its cash flows for the six months ended April 30, 2005 and 2004. The Consolidated Condensed Balance Sheet as of October 31, 2004 is derived from the October 31, 2004 audited financial statements.
Certain reclassifications have been made to prior year amounts in order to conform to the current year presentation. In addition, a reclassification of certain information technology ("IT") infrastructure costs was made from selling, general and administrative expenses to cost of products, cost of services and research and development expenses to better align the IT costs with the functional areas they support. The impact of these reclassifications is an increase in cost of sales offset by an equal reduction of operating expenses, with no impact to consolidated or segment level earnings from operations.
HP has revised the presentation of its Consolidated Condensed Statements of Cash Flows for the six months ended April 30, 2004, to reflect the gross purchases and sales of auction rate securities within cash flows from investing activities. This change does not affect previously reported subtotals within the Consolidated Condensed Statements of Cash Flows, or previously reported results of operations for any period presented.
The results of operations for the three and six months ended April 30, 2005 are not necessarily indicative of the results to be expected for the full year. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Quantitative and Qualitative Disclosures About Market Risk" and the Consolidated Financial Statements and notes thereto included in Items 7, 7A and 8, respectively, of the Hewlett-Packard Company Annual Report on Form 10-K for the fiscal year ended October 31, 2004.
The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in HP's Consolidated Condensed Financial Statements and accompanying notes. Actual results could differ materially from those estimates.
Revenue Recognition
HP recognizes revenue when persuasive evidence of a sales arrangement exists, delivery occurs or services are rendered, the sales price or fee is fixed or determinable and collectibility is reasonably assured. When a sales arrangement contains multiple elements, such as hardware and software products, licenses and/or services, HP allocates revenue to each element based on its relative fair value. Fair value for software is determined based on vendor specific objective evidence ("VSOE") or, in the absence of VSOE for all the elements, the residual method when VSOE exists for all the undelivered elements. In the absence of fair value for a delivered element, HP first allocates revenue to the fair value of the undelivered elements and the residual revenue to the delivered elements. Where the fair value for an undelivered element cannot be determined, HP defers revenue for the delivered elements until the undelivered elements are delivered. HP limits the amount of revenue recognition for delivered
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elements to the amount that is not contingent on the future delivery of products or services or subject to customer-specified return or refund privileges.
HP ceases revenue recognition on delinquent accounts based upon a number of factors, including customer credit history, number of days past due and the terms of the customer agreement. HP resumes revenue recognition and recognizes any associated deferred revenue when appropriate customer actions are taken to remove accounts from delinquent status.
Products
Under HP's standard terms and conditions of sale, HP transfers title and risk of loss to the customer at the time product is delivered to the customer and revenue is recognized accordingly, unless customer acceptance is uncertain or significant obligations remain. HP reduces revenue for estimated customer returns, price protection, rebates and other offerings that occur under sales programs established by HP directly or with HP's distributors and resellers. HP recognizes revenue allocated to software licenses at the inception of the license. Revenue from the sale of equipment under sales-type leases and direct-financing leases is recorded as product revenue at the inception of the lease. HP accrues the estimated cost of post-sale obligations, including basic product warranties, based on historical experience at the time HP recognizes revenue.
Services
HP recognizes revenue from fixed-price support or maintenance contracts, including extended warranty contracts and software post-contract support contracts, ratably over the contract period and recognizes the costs associated with these contracts as incurred. For time and material contracts, HP recognizes revenue and costs as services are rendered. Revenue from fixed-price consulting arrangements is recognized over the contract period on a proportional performance basis, as determined by the relationship of actual costs incurred to date to the estimated total contract costs, with estimates regularly revised during the life of the contract. For outsourcing contracts, HP recognizes revenue ratably over the contractual service period for fixed price contracts and on the output or consumption basis for all other outsourcing contracts. HP recognizes costs associated with outsourcing contracts as incurred, unless such costs relate to the transition phase of the outsourcing contract, in which case HP generally amortizes those costs over the contractual service period. Losses on consulting and outsourcing arrangements are recognized in the period that the contractual loss becomes probable and estimable. HP records amounts invoiced to customers in excess of revenue recognized as deferred revenue until the revenue recognition criteria are met. HP records revenue that is earned and recognized in excess of amounts invoiced on fixed-price contracts as trade receivables. HP recognizes revenue from operating leases on an accrual basis as services revenue when the rental payments become due.
Financing Income
Financing income is produced by sales-type and direct-financing leases and is recognized on the accrual basis under the effective interest method. Certain financing receivables for which HP has recorded specific reserves are placed on nonaccrual status. Nonaccrual assets are those receivables with specific reserves and other delinquent accounts for which it is likely that HP will be unable to collect all amounts due according to the terms of the customer agreement. Income recognition is discontinued
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on these receivables. Financing receivables are removed from nonaccrual status when appropriate customer actions are taken to remove the accounts from delinquent status.
Stock-Based Compensation
HP applies the intrinsic-value-based method prescribed in Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees," in accounting for employee stock-based compensation. Accordingly, HP generally recognizes compensation expense only when it grants options with a discounted exercise price. HP recognizes any resulting compensation expense ratably over the associated service period, which is generally the option vesting term.
HP has determined pro forma amounts as if the fair value method required by Statement of Financial Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based Compensation," had been applied to its stock-based compensation. The fair value of stock options and stock purchase rights were estimated on the date of grant using the Black-Scholes option pricing model.
Upon the adoption of SFAS No. 123 (revised 2004), "Share-Based Payment" ("SFAS 123R"), HP's policy regarding the timing of expense recognition for employees eligible for retirement will be changed to recognize compensation cost over the period through the date that the employee first becomes eligible to retire and is no longer required to provide service to earn the award. Currently, HP's policy is to recognize these compensation costs over the vesting term. Had HP applied these non-substantive vesting provisions required by SFAS 123R, the impact on the pro forma income statements presented below would have been immaterial for all periods presented. See the further discussion of SFAS 123R in the Recent Pronouncements section of Note 1.
The pro forma effect on net earnings as if the fair value of stock-based compensation had been recognized as compensation expense on a straight-line basis over the vesting period of the stock option or purchase right was as follows:
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Three months ended April 30 |
Six months ended April 30 |
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2005 |
2004 |
2005 |
2004 |
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In millions, except per share amounts |
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| Net earnings, as reported | $ | 966 | $ | 884 | $ | 1,909 | $ | 1,820 | ||||||
| Add: stock-based compensation included in reported net earnings, net of related tax effects | 19 | 6 | 30 | 12 | ||||||||||
| Less: stock-based compensation expense determined under the fair-value based method for all awards, net of related tax effects | (150 | ) | (188 | ) | (292 | ) | (362 | ) | ||||||
| Pro forma net earnings | $ | 835 | $ | 702 | 1,647 | $ | 1,470 | |||||||
| Basic net earnings per share: | ||||||||||||||
| As reported | $ | 0.33 | $ | 0.29 | 0.66 | $ | 0.60 | |||||||
| Pro forma | $ | 0.29 | $ | 0.23 | 0.57 | $ | 0.48 | |||||||
| Diluted net earnings per share: | ||||||||||||||
| As reported | $ | 0.33 | $ | 0.29 | 0.65 | $ | 0.59 | |||||||
| Pro forma | $ | 0.29 | $ | 0.23 | 0.57 | $ | 0.48 | |||||||
8
In light of new accounting guidance under SFAS 123R, which addresses option valuation for employee awards, HP has reevaluated its assumptions used in estimating the fair value of employee options granted in the second quarter of fiscal 2005. Based on this assessment, management has determined that implied volatility is a better indicator of expected volatility than historical volatility. The expected volatility assumption used in the second quarter of fiscal 2005 and the first six months ended April 30, 2005 was 28%, and the expected volatility assumption used in the second quarter of fiscal 2004 and the first six months ended April 30, 2004 was 35%. This change from historical to implied volatility will result in a reduction of the pro forma expense by an aggregate of $65 million over the average four-year vesting period beginning with options granted in the second quarter of fiscal 2005.
Share Repurchases
HP has a systematic share repurchase program. This program authorizes repurchases in the open market or in private transactions. HP paid $618 million and $348 million in connection with share repurchases of 30 million shares and 16 million shares, respectively, during the three months ended April 30, 2005 and 2004, respectively. HP repurchased 59 million shares and 27 million shares for an aggregate price of $1.2 billion and $604 million in the first half of fiscal 2005 and 2004, respectively. In addition, HP had an accelerated share repurchase program (the "Program") with an investment bank that began in September 2004 and was completed in November 2004. Under the Program, approximately 72 million shares were purchased for $1.3 billion, including the final $51 million price adjustment paid in November 2004. As of April 30, 2005, HP had authorization for remaining future repurchases of approximately $1.6 billion.
Recent Pronouncements
FASB Staff Position ("FSP") No. 109-2, "Accounting and Disclosure Guidance for the Foreign Earnings Repatriation Provision within the American Jobs Creation Act of 2004" ("FSP 109-2"), provides guidance under SFAS No. 109, "Accounting for Income Taxes," with respect to recording the potential impact of the repatriation provisions of the American Jobs Creation Act of 2004 (the "Jobs Act") on income tax expense and deferred tax liabilities. The Jobs Act was enacted on October 22, 2004. FSP 109-2 states that an enterprise is allowed time beyond the financial reporting period of enactment to evaluate the effect of the Jobs Act on its plan for reinvestment or repatriation of foreign earnings for purposes of applying SFAS No. 109. HP expects to make its repatriation determination during the third quarter of fiscal 2005. Accordingly, as provided for in FSP 109-2, HP has not adjusted its tax expense or deferred tax liability to reflect the repatriation provisions of the Jobs Act. See the further discussion of the Jobs Act in the section of Note 10 entitled "American Jobs Creation Act of 2004Repatriation of Foreign Earnings."
In May 2004, the FASB issued FSP No. 106-2 ("FSP 106-2"), "Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003" (the "Medicare Act"). The Medicare Act provides for certain federal subsidies on drug benefits in retiree health plans. In the third quarter of fiscal 2004, HP adopted FSP 106-2 retroactive to December 8, 2003, the date of the enactment of the Medicare Act. The expected subsidy reduced HP's accumulated post-retirement benefit obligation ("APBO") by approximately $133 million, which HP recognized as a reduction in the unrecognized net actuarial loss and is amortizing over the average
9
remaining service life of HP's employees eligible for post-retirement benefits. The adoption of FSP 106-2 reduced the net periodic post-retirement cost by approximately $10 million in fiscal 2004. These amounts were based on the estimated impact of the Medicare Act, pending issuance of final regulations. On January 21, 2005, the Centers for Medicare and Medicaid Services released final regulations on the requirements and operational mechanics for employers filing to receive the 28% federal subsidy. As a result, HP remeasured its APBO considering the overall effect of the Medicare Act and this remeasurement reduced the APBO by an additional $39 million and will reduce net periodic post-retirement cost by an additional $10 million in fiscal 2005, $3 million of which was recognized in the current quarter. The expense amounts shown in Note 12 reflect the impact of the final regulations.
In December 2004, the FASB issued SFAS 123R, which replaces SFAS No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123"), and supersedes APB Opinion No. 25, "Accounting for Stock Issued to Employees." SFAS 123R required all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values beginning with the first interim or annual period after June 15, 2005, with early adoption encouraged. In April 2005, the Securities and Exchange Commission (the "SEC") postponed the effective date of SFAS 123R until the issuer's first fiscal year beginning after June 15, 2005. Under the current rules, HP will be required to adopt SFAS 123R in the first quarter of fiscal 2006, beginning November 1, 2005.
Under SFAS 123R, the pro forma disclosures previously permitted will no longer be an alternative to financial statement recognition. HP must determine the appropriate fair value model to be used for valuing share-based payments to employees, the amortization method for compensation cost and the transition method to be used at the date of adoption. The transition methods include prospective and retrospective adoption options. Under the retrospective options, prior periods may be restated either as of the beginning of the year of adoption or for all periods presented. The prospective method requires that compensation expense be recorded for all unvested stock options and restricted stock at the beginning of the first quarter of adoption of SFAS 123R, while the retrospective methods would record compensation expense for all unvested stock options and restricted stock beginning with the first period restated. Additionally, SFAS 123R clarifies the timing for recognizing compensation expense for awards subject to acceleration of vesting on retirement. This compensation expense must be recognized over the period from the date of grant to the date retirement eligibility is met if it is shorter than the vesting term.
In March 2005, the SEC issued Staff Accounting Bulletin No. 107 ("SAB 107") regarding the SEC's interpretation of SFAS 123R and the valuation of share-based payments for public companies. HP is evaluating the requirements of SFAS 123R and SAB 107 and expects that the adoption of SFAS 123R on November 1, 2005 will have a material impact on HP's consolidated results of operations and earnings per share. HP has not yet determined the method of adoption or the effect of adopting SFAS 123R, and it has not determined whether the adoption will result in amounts that are similar to the current pro forma disclosures under SFAS 123.
The adoption of the following recent accounting pronouncements did not have a material impact on HP's results of operations and financial condition: <