HPQ HP Inc

 

 

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

September 30, 2015

Date of Report (Date of Earliest Event Reported)

 

 

HEWLETT-PACKARD COMPANY

(Exact name of registrant as specified in its charter)

 

 

 

DELAWARE		1-4423		94-1081436
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

3000 HANOVER STREET, PALO ALTO, CA				94304
(Address of principal executive offices)				(Zip code)

(650) 857-1501

(Registrant’s 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:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Item 7.01

Regulation FD Disclosure.

On September 30, 2015, Hewlett-Packard Company (“HP Co.”) announced that its wholly-owned subsidiary, Hewlett Packard Enterprise Company (“Hewlett Packard Enterprise”), commenced an offering of senior unsecured notes (the “Notes Offering”) to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons in accordance with Regulation S under the Securities Act. A copy of the press release announcing the Notes Offering, and which describes the Notes Offering in greater detail, is hereby incorporated by reference and attached hereto as Exhibit 99.1.

In connection with the Notes Offering, Hewlett Packard Enterprise disclosed that upon the separation and distribution of Hewlett Packard Enterprise from HP Co., Hewlett Packard Enterprise intends to guarantee the full and prompt payment of principal of, premium, if any, and interest on the $300 million 7.45% EDS Senior Notes due October 2029 (the “EDS Senior Notes”).

On September 30, 2015, HP Co. announced the commencement of cash tender offers (the “Tender Offers”) by HP Co. for (i) any and all of certain of HP Co.’s outstanding notes in aggregate principal amount of $6.55 billion and (ii) up to a combined aggregate principal amount equal to $2.30 billion of certain of HP Co.’s outstanding notes. A copy of the press release announcing the Tender Offers, and which describes the Tender Offers in greater detail, is hereby incorporated by reference and attached hereto as Exhibit 99.2.

In connection with the Tender Offers, HP Co. announced that promptly upon completion of the Notes Offering, it intends to provide notice of redemption of any and all of HP Co.’s outstanding 2.200% notes due December 2015, 2.650% notes due June 2016, 3.000% notes due September 2016, 3.300% notes due December 2016, 5.40% notes due March 2017, 2.600% notes due September 2017 and 5.50% notes due March 2018 that are not purchased by HP Co. in the applicable Tender Offer, although there can be no assurance that HP Co. will do so.

The foregoing description and the other information in this Current Report on Form 8-K regarding the Notes Offering by Hewlett Packard Enterprise, the intended guarantee by Hewlett Packard Enterprise of the EDS Senior Notes, the Tender Offers of HP Co. and the intended redemption of certain of HP Co.’s outstanding notes are included in this report solely for informational purposes.

The information reported in this Item 7.01, including the material attached as Exhibit 99.2, 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.

 

Item 8.01

Other Events.

The information set forth in the first paragraph of Item 7.01 is incorporated herein by reference.

Forward-looking statements

This document contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements involve risks, uncertainties and assumptions. If such risks or uncertainties materialize or such assumptions prove incorrect, the results of HP Co. and its consolidated subsidiaries and Hewlett Packard Enterprise could 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 any statements of the plans, strategies and objectives of HP Co. and Hewlett Packard Enterprise for future operations, including the separation transaction; any statements regarding the Notes Offering; any statements regarding the intended guarantee of the EDS Senior Notes; any statements regarding the Tender Offers; any statements regarding the intended redemption of certain of HP Co.’s outstanding notes; any other statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. Other important factors that could cause the statements made in this document or the actual results of operations or financial condition of HP Co. and Hewlett Packard Enterprise to differ include, without limitation, that the Notes Offering is subject to market conditions and a number of other conditions and approvals and the final terms may vary substantially as a result of market and other conditions. There can be no assurance that the Notes Offering will be completed as described herein or at all. Risks, uncertainties and assumptions include the possibility that expected benefits may not materialize as expected and other risks that are described in HP Co.’s and Hewlett Packard Enterprise’s filings with the Securities and Exchange Commission, including but not limited to the risks described in HP Co.’s Annual Report on Form 10-K for its fiscal year ended October 31, 2014, HP Co.’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2015, and Hewlett Packard Enterprise’s Registration Statement on Form 10 dated July 1, 2015, as amended August 10, 2015, September 4, 2015, September 15, 2015 and September 28, 2015. HP Co. assumes no obligation and does not intend to update these forward-looking statements.

 

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Item 9.01

Financial Statements and Exhibits.

 

Exhibit Number		Description
99.1		Hewlett-Packard Company’s press release, dated September 30, 2015, entitled “Hewlett-Packard Company Announces Offering of Senior Notes by Hewlett Packard Enterprise Company”.
99.2		Hewlett-Packard Company’s press release, dated September 30, 2015, entitled “Hewlett-Packard Company Announces Transactions to Retire Up to $8.85 Billion of Debt Securities” (information furnished and not filed as part of this Current Report on Form 8-K).

 

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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.

 

				HEWLETT-PACKARD COMPANY
DATE: September 30, 2015				By:		/s/ Rishi Varma
				Name:		Rishi Varma
				Title:		Senior Vice President, Deputy General Counsel and Assistant Secretary

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EXHIBIT INDEX

 

Exhibit Number		Description
99.1		Hewlett-Packard Company’s press release, dated September 30, 2015, entitled “Hewlett-Packard Company Announces Offering of Senior Notes by Hewlett Packard Enterprise Company”.
99.2		Hewlett-Packard Company’s press release, dated September 30, 2015, entitled “Hewlett-Packard Company Announces Transactions to Retire Up to $8.85 Billion of Debt Securities” (information furnished and not filed as part of this Current Report on Form 8-K).

Exhibit 99.1

 

		Hewlett-Packard Company
		3000 Hanover Street
		Palo Alto, CA 94304   hp.com

 

		News Release   Hewlett-Packard Company Announces Offering of Senior Notes by Hewlett Packard Enterprise Company

 

Editorial contacts   Kait Conetta, HP +1 650 258 6471 corpmediarelations@hp.com   www.hp.com/go/newsroom		PALO ALTO, Calif., September 30, 2015 — Hewlett-Packard Company (“HP Co.”) today announced the offering by its wholly owned subsidiary, Hewlett Packard Enterprise Company (“Hewlett Packard Enterprise”), of senior notes (the “Notes”). The Notes will be senior unsecured obligations of Hewlett Packard Enterprise and will rank equally in right of payment with all of Hewlett Packard Enterprise’s existing and future senior unsecured indebtedness, and will be initially guaranteed by HP Co., which guarantee will rank equally in right of payment with all of HP Co.’s existing and future senior unsecured indebtedness. Upon the consummation of the previously announced separation of HP Co.’s enterprise technology infrastructure, software, services and financing businesses from HP Co.’s other businesses (the “separation”), HP Co.’s guarantee will automatically terminate, and HP Co. will be released from its obligations under the Notes. The proceeds from the Notes offering will be used by Hewlett Packard Enterprise to pay a distribution to HP Co. prior to the separation. HP Co. intends to use the cash received from Hewlett Packard Enterprise to repurchase and redeem certain of HP Co.’s outstanding senior notes and to repay other indebtedness.
		The Notes being offered by Hewlett Packard Enterprise have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. As a result, they may not be offered or sold in the United States to any U.S. persons absent registration under the Securities Act, except pursuant to an applicable exemption from the registration requirements of the

 

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		Securities Act. Accordingly, the Notes are being offered only to “qualified institutional buyers” under Rule 144A of the Securities Act or, outside the United States, to persons other than “U.S. persons” in compliance with Regulation S under the Securities Act.
		This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of the Notes in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
		Forward-Looking Statements
		This press 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 Co. and Hewlett Packard Enterprise 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 any statements regarding the Notes offering, statements of the plans, strategies and objectives of HP Co. and Hewlett Packard Enterprise for future operations, including the previously announced separation transaction and future performance of the post-separation companies if separation is completed, and any statements of assumptions underlying any of the foregoing. Other important factors that could cause the statements made in this document or the actual results of operations or financial condition of HP Co. and Hewlett Packard Enterprise to differ include, without limitation, that the Notes offering is subject to market conditions and a number of other conditions and approvals and the final terms may vary substantially as a result of market and other conditions. There can be no assurance that the Notes offering will be completed as described herein or at all. Risks, uncertainties and assumptions include the possibility that expected benefits may not materialize as expected and other risks that are described in HP Co.’s and Hewlett Packard Enterprise’s

 

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		filings with the Securities and Exchange Commission, including but not limited to the risks described in HP Co.’s Annual Report on Form 10-K for the fiscal year ended October 31, 2014, HP Co.’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2015, and Hewlett Packard Enterprise’s Registration Statement on Form 10 dated July 1, 2015, as amended August 10, 2015, September 4, 2015, September 15, 2015 and September 28, 2015. Each of HP Co. and Hewlett Packard Enterprise assumes no obligation and does not intend to update these forward-looking statements.

 

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Exhibit 99.2

 

		Hewlett-Packard Company
		3000 Hanover Street
		Palo Alto, CA 94304   hp.com

 

		News Release   Hewlett-Packard Company Announces Transactions to Retire Up to $8.85 Billion of Debt Securities

 

Editorial contacts   Kait Conetta, HP +1 650 258 6471 corpmediarelations@hp.com   www.hp.com/go/newsroom		PALO ALTO, Calif., September 30, 2015 — Hewlett-Packard Company (“HP Co.”) today announced it has commenced cash tender offers (collectively, the “Tender Offers”) to purchase outstanding debt securities of HP Co. set forth in the tables below (collectively, the “Notes” and each a “series” of Notes). The complete terms of the Tender Offers are set forth in two separate offers to purchase, one of which sets forth the terms of a tender offer for any and all of the outstanding debt securities set forth in Table I (the “Any and All Tender Offer”), and one of which sets forth the terms of a tender offer for the outstanding debt securities set forth in Table II (the “Waterfall Tender Offer”) up to a combined aggregate principal amount equal to $2,300,000,000 (the “Waterfall Maximum Amount”), subject to certain acceptance priority levels specified in Table II, and related letters of transmittal, each of which are dated today. Consummation of the Tender Offers is subject to a number of conditions, including the completion of the Hewlett Packard Enterprise Financing Transaction (as defined below) and the absence of certain adverse legal and market developments. Subject to applicable law, HP Co. may waive certain of these conditions or extend, terminate or otherwise amend one or more of the Tender Offers. The Tender Offers are not cross-conditioned on each other.
		The Tender Offers will expire at 11:59 p.m., New York City time, on October 28, 2015, unless extended (such date and time, as the same may be extended, the “Expiration Time”). Holders of Notes must validly tender and not validly withdraw their Notes

 

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		on or before 5:00 p.m., New York City time, on October 14, 2015, unless extended (such date and time, as the same may be extended, the “Early Tender Deadline”) to be eligible to receive the applicable Total Consideration (as defined below) for their tendered Notes, which includes the applicable Early Tender Premium (as defined below) set forth in Tables I and II. After such time, the Notes may not be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law. Assuming the Tender Offers are not extended and the conditions to the Tender Offers are satisfied or waived, HP Co. expects that settlement for Notes validly tendered and not validly withdrawn on or before the Early Tender Deadline (the “Initial Settlement Date”) will be on October 16, 2015, and that settlement for Notes validly tendered after the Early Tender Deadline and on or before the Expiration Time will be on October 29, 2015.
		Holders of Notes that are validly tendered and not validly withdrawn on or before the Early Tender Deadline and accepted for purchase will receive the applicable “Total Consideration,” which includes an early tender payment of $30 per $1,000 principal amount of the Notes accepted for purchase (the “Early Tender Premium”). Holders of Notes who validly tender their Notes after the Early Tender Deadline and on or before the Expiration Time will only receive the applicable “Tender Consideration” per $1,000 principal amount of Notes tendered by such Holders that are accepted for purchase, which is equal to the applicable Total Consideration minus the Early Tender Premium. Holders whose Notes are accepted for purchase pursuant to the Tender Offers will also receive accrued and unpaid interest on their purchased Notes from the last interest payment date for such Notes to, but excluding, the applicable settlement date.
		Any and All Tender Offer
		HP Co. is offering to purchase any and all of the Notes listed on Table I. The current aggregate outstanding principal amount of such Notes is $6,550,000,000. The consideration paid for each

 

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		series of Notes listed in Table I will be based on certain reference benchmarks determined at 2:00 p.m., New York City time, on October 15, 2015, as described in the applicable offer to purchase. Holders of Notes that are validly tendered and not validly withdrawn on or before the Early Tender Deadline and accepted for purchase will receive the Early Tender Premium. Holders whose Notes are accepted for purchase pursuant to the Any and All Tender Offer will also receive accrued and unpaid interest on their purchased Notes from the last interest payment date for such Notes to, but excluding, the applicable settlement date.
		Subject to applicable law, the Any and All Tender Offer may be amended, extended, terminated or withdrawn with respect to one or more series of Notes at any time. If the Any and All Tender Offer is terminated with respect to any series of Notes without Notes of such series being accepted for purchase, Notes of such series tendered pursuant to the Any and All Tender Offer will promptly be returned to the tendering holders.
		HP Co. presently intends that promptly upon completion of the Hewlett Packard Enterprise Financing Transaction, it will provide notice of redemption of any and all Notes that are not purchased by HP Co. in the Any and All Tender Offer, at the applicable make whole price for such series of Notes, although there can be no assurance that HP Co. will do so.
		Waterfall Tender Offer
		HP Co. is also offering to purchase up to a combined aggregate principal amount of the Notes listed on Table II equal to the Waterfall Maximum Amount, subject to certain acceptance priority levels specified in Table II. The consideration paid for each series of Notes listed in Table II (other than the Floating Rate Notes due January 2019) will be based on certain reference benchmarks determined at 11:00 a.m., New York City time, on October 15, 2015, as described in the applicable offer to purchase. The consideration paid for each $1,000 principal

 

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		amount of Floating Rate Notes due January 2019 accepted for purchase in the Waterfall Tender Offer will be the amount set forth in Table II under the heading “Fixed Price.” Holders of Notes that are validly tendered and not validly withdrawn on or before the Early Tender Deadline and accepted for purchase will receive the Early Tender Premium. Holders whose Notes are accepted for purchase pursuant to the Waterfall Tender Offer will also receive accrued and unpaid interest on their purchased Notes from the last interest payment date for such Notes to, but excluding, the applicable settlement date.
		The amount of each series of Notes that is purchased pursuant to the Waterfall Tender Offer on any settlement date will be determined in accordance with the acceptance priority levels specified in Table II and on the cover page of the applicable offer to purchase in the column entitled “Acceptance Priority Level” (the “Acceptance Priority Level”), with 1 being the highest Acceptance Priority Level and 8 being the lowest Acceptance Priority Level.
		HP Co. reserves the right to increase the Waterfall Maximum Amount or change the Acceptance Priority Level with respect to any series of Notes in the Waterfall Tender Offer. If Holders tender more Notes in the Waterfall Tender Offer than they expect to be accepted for purchase by HP Co. based on a lower Acceptance Priority Level for the Notes being tendered, and HP Co. subsequently accepts more than such Holders expected of such Notes tendered and not validly withdrawn, such Holders will not be able to withdraw any of their previously tendered Notes. Accordingly, Holders should not tender any Notes that they do not wish to be accepted for purchase.
		All Notes validly tendered and not validly withdrawn on or before the Early Tender Deadline having a higher Acceptance Priority Level will be accepted before any tendered Notes having a lower Acceptance Priority Level are accepted in the Waterfall Tender Offer, and all Notes validly tendered after the Early Tender Deadline having a higher Acceptance Priority Level will

 

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		be accepted before any Notes tendered after the Early Tender Deadline having a lower Acceptance Priority Level are accepted in the Waterfall Tender Offer. Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline will be accepted for purchase in priority to other Notes tendered after the Early Tender Deadline even if such Notes tendered after the Early Tender Deadline have a higher Acceptance Priority Level than Notes tendered prior to the Early Tender Deadline.
		If purchasing all of the tendered Notes of a series of Notes on any settlement date would cause the Waterfall Maximum Amount to be exceeded, the amount of that series of Notes purchased on that settlement date will be prorated based on the aggregate principal amount of that series of Notes tendered in respect of that settlement date such that the Waterfall Maximum Amount will not be exceeded. Furthermore, if the Waterfall Tender Offer is fully subscribed as of the Early Tender Deadline, Holders who validly tender Notes after the Early Tender Deadline will not have any of their Notes accepted for payment regardless of the Acceptance Priority Level of such Notes.
		Subject to applicable law, the Waterfall Tender Offer may be amended, extended, terminated or withdrawn with respect to one or more series of Notes at any time. If the Waterfall Tender Offer is terminated with respect to any series of Notes without Notes of such series being accepted for purchase, Notes of such series tendered pursuant to the Waterfall Tender Offer will promptly be returned to the tendering holders. Notes tendered pursuant to the Waterfall Tender Offer and not purchased due to the priority acceptance procedures or due to proration will be returned to the tendering holders promptly following the Expiration Time or, if the Waterfall Tender Offer is fully subscribed as of the Early Tender Deadline, promptly following the Early Tender Deadline.
		***
		Prior to the Initial Settlement Date, Hewlett Packard Enterprise Company (“Hewlett Packard Enterprise”), a wholly-owned

 

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		subsidiary of HP Co. that will be separated from HP Co. by means of a pro rata distribution of 100% of outstanding Hewlett Packard Enterprise shares to HP Co. stockholders, intends to offer and sell debt securities through a private placement (the “Hewlett Packard Enterprise Financing Transaction”). A portion of the net proceeds of the Hewlett Packard Enterprise Financing Transaction will be used to finance the purchase of the Notes validly tendered and accepted for purchase pursuant to the Tender Offers, and to pay all fees and expenses in connection with the Tender Offers.
		HP Co.’s obligation to accept for purchase, and to pay for, any Notes validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the Tender Offers is conditioned upon the following having occurred or having been waived by HP Co.: (a) HP Co. receiving a distribution from Hewlett Packard Enterprise of the proceeds from the Hewlett Packard Enterprise Financing Transaction sufficient to purchase all Notes validly tendered (and not validly withdrawn) and accepted for purchase by HP Co. and to pay all fees and expenses in connection with the Tender Offers; and (b) satisfaction of the other conditions described in the applicable offer to purchase.
		***
		This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such offer, solicitation, or sale would be unlawful. The Tender Offers are being made solely pursuant to terms and conditions set forth in the applicable offer to purchase and the applicable letter of transmittal.
		Goldman, Sachs & Co., Morgan Stanley & Co. LLC and HSBC Securities (USA) Inc. are serving as Dealer Managers for the Tender Offers. Questions regarding the Tender Offers may be directed to Goldman, Sachs & Co. at (800) 828-3182 (toll free) or (212) 357-0422 (collect), to Morgan Stanley & Co. LLC at (800) 624-1808 (toll free) or (212) 761-1057 (collect) or to HSBC Securities

 

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		(USA) Inc. at (888) HSBC-4LM (toll free) or (212) 525-5552 (collect). Requests for the offers to purchase or the letters of transmittal or the documents incorporated by reference therein may be directed to Global Bondholder Services Corporation, which is acting as Tender and Information Agent for the Tender Offers, at the following telephone numbers: banks and brokers, (212) 430-3774; all others toll free at (866) 924-2200.
		Forward-Looking Statements
		This press 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 Co. 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 regarding the Tender Offers, the Hewlett Packard Enterprise Financing Transaction, the intended redemption of certain of HP Co.’s outstanding notes, and the separation of Hewlett Packard Enterprise from HP Co., any statements of expectation or belief and any statements or assumptions underlying any of the foregoing. Risks, uncertainties and assumptions include the possibility that expected benefits may not materialize as expected and other risks that are described in HP Co.’s Annual Report on Form 10-K for the fiscal year ended October 31, 2014 and HP Co.’s other filings with the Securities and Exchange Commission, including HP Co.’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2015. HP Co. assumes no obligation and does not intend to update these forward-looking statements.

 

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Table I — Any and All Tender Offer

 

Title of Security		CUSIP Number		Principal Amount Outstanding				Early Tender Premium (1)				Reference Security		Bloomberg Reference Page		Fixed Spread		Hypothetical Total Consideration (1) (2) (3)
2.200% Notes due Dec. 2015		428236BE2		$	650,000,000			$	30			0.250% U.S. Treasury Notes due Nov. 30, 2015		PX3		12 bps		$1,002.52
2.650% Notes due June 2016		428236BL6		$	1,000,000,000			$	30			0.375% U.S. Treasury Notes due May 31, 2016		PX3		15 bps		$1,014.05
3.000% Notes due Sept. 2016		428236BP7		$	1,300,000,000			$	30			0.875% U.S. Treasury Notes due Sept. 15, 2016		PX4		35 bps		$1,020.71
3.300% Notes due Dec. 2016		428236BU6		$	850,000,000			$	30			0.500% U.S. Treasury Notes due Nov. 30, 2016		PX4		37.5 bps		$1,028.39
5.40% Notes due March 2017		428236AM5		$	500,000,000			$	30			0.500% U.S. Treasury Notes due Feb. 28, 2017		PX4		15 bps		$1,064.99
2.600% Notes due Sept. 2017		428236BW2		$	1,500,000,000			$	30			1.000% U.S. Treasury Notes due Sept. 15, 2017		PX5		30 bps		$1,031.37
5.50% Notes due March 2018		428236AS2		$	750,000,000			$	30			0.750% U.S. Treasury Notes due Feb. 28, 2018		PX5		30 bps		$1,102.95

 

(1)	Per $1,000 principal amount of Notes.

(2)	Includes the Early Tender Premium per $1,000 principal amount of Notes for each series as set forth in this table.

(3)	Hypothetical Total Consideration as of 2:00 p.m., New York City time, on September 29, 2015 and assuming Initial Settlement Date of October 16, 2015.

 

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Table II — Waterfall Tender Offer

 

														Fixed Spread Notes								Fixed Price Notes
Title of Security		CUSIP Number		Aggregate Principal Amount Outstanding				Acceptance Priority Level		Early Tender Premium (1)				Reference Security		Bloomberg Reference Page		Fixed Spread		Hypothetical Total Consideration (1) (2) (3)		Fixed Price				Total Consideration (1) (2)
2.750% Notes due Jan. 2019		428236BY8		$	1,250,000,000			1		$	30			1.000% U.S. Treasury Notes due Sept. 15, 2018		PX1		80 bps		$1,031.94			—				—
Floating Rate Notes due Jan. 2019		428236BZ5		$	750,000,000			2		$	30			—		—		—		—			$980			$	1,010.00
3.750% Notes due Dec. 2020		428236BF9		$	1,350,000,000			3		$	30			1.375% U.S. Treasury Notes due August 31, 2020		PX1		105 bps		$1,064.32			—				—
4.300% Notes due June 2021		428236BM4		$	1,250,000,000			4		$	30			1.375% U.S. Treasury Notes due August 31, 2020		PX1		140 bps		$1,079.81			—				—
4.375% Notes due Sept. 2021		428236BQ5		$	1,000,000,000			5		$	30			1.375% U.S. Treasury Notes due August 31, 2020		PX1		150 bps		$1,081.98			—				—
4.650% Notes due Dec. 2021		428236BV4		$	1,500,000,000			6		$	30			1.375% U.S. Treasury Notes due August 31, 2020		PX1		155 bps		$1,097.38			—				—
4.050% Notes due Sept. 2022		428236BX0		$	500,000,000			7		$	30			2.000% U.S. Treasury Notes due Aug. 15, 2025		PX1		110 bps		$1,054.55			—				—
6.000% Notes due Sept. 2041		428236BR3		$	1,200,000,000			8		$	30			3.000% U.S. Treasury Notes due May 15, 2045		PX1		260 bps		$1,073.19			—				—

 

(1)	Per $1,000 principal amount of Notes.

(2)	Includes the Early Tender Premium per $1,000 principal amount of Notes for each series as set forth in this table.

(3)	Hypothetical Total Consideration as of 2:00 p.m., New York City time, on September 29, 2015 and assuming Initial Settlement Date of October 16, 2015.

 

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