HP 2010 Annual Report Download - page 39

• specifying that HP stockholders may take action only at a duly called annual or special meeting
of stockholders and otherwise in accordance with our bylaws and limiting the ability of our
stockholders to call special meetings;
• requiring advance notice of proposals by HP stockholders for business to be conducted at
stockholder meetings and for nominations of candidates for election to our Board of Directors;
• requiring a vote by the holders of two-thirds of HP’s outstanding shares to amend certain bylaws
relating to HP stockholder meetings, the Board of Directors and indemnification; and
• controlling the procedures for conduct of HP Board and stockholder meetings and election,
appointment and removal of HP directors.
These provisions, alone or together, could deter or delay hostile takeovers, proxy contests and
changes in control or management of HP. As a Delaware corporation, HP also is subject to provisions
of Delaware law, including Section 203 of the Delaware General Corporation Law, which prevents
some stockholders from engaging in certain business combinations without approval of the holders of
substantially all of HP’s outstanding common stock.
Any provision of our certificate of incorporation or bylaws or Delaware law that has the effect of
delaying or deterring a change in control of HP could limit the opportunity for our stockholders to
receive a premium for their shares of HP common stock and also could affect the price that some
investors are willing to pay for HP common stock.
ITEM 1B. Unresolved Staff Comments.
Not applicable.
ITEM 2. Properties.
As of October 31, 2010, we owned or leased a total of approximately 80 million square feet of
space worldwide. We owned 45% of this space and leased the remaining 55%. Included in these
amounts are 14 million square feet of vacated space, of which 2 million square feet is leased to non-HP
interests. We believe that our existing properties are in good condition and are suitable for the conduct
of our business.
As of October 31, 2010, HP core sales and support operations occupied approximately 10 million
square feet. We own 34% of the space used for sales and support activities and lease the remaining
66%.
HP core manufacturing plants, research and development facilities and warehouse and
administrative facilities occupied approximately 56 million square feet. We own 45% of our
manufacturing, research and development, warehouse and administrative space and lease the remaining
55%. Our plants are equipped with machinery, most of which we own and which, in part, we developed
to meet the special requirements of our manufacturing processes. We continue to execute on our plan
to reduce our real estate costs and increase our productive utilization by consolidating into several
hundred HP core real estate locations worldwide.
As mentioned above in Item 1. Business, we have seven business segments: Services, ESS, HP
Software, PSG, IPG, HPFS, and Corporate Investments. Because of the interrelation of these segments,
a majority of these segments use substantially all of the properties at least in part, and we retain the
flexibility to use each of the properties in whole or in part for each of the segments.
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