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HEWLETT-PACKARD
COMPANY
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(Exact
name of registrant as specified in its charter)
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DELAWARE
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1-4423
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94-1081436
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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3000
HANOVER STREET, PALO ALTO, CA
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94304
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(Address
of principal executive offices)
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(Zip
code)
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(650) 857-1501
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(Registrant’s
telephone number, including area
code)
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o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Results
of Operations and Financial Condition.
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On November
23, 2009, Hewlett-Packard Company (“HP”) issued a press release relating
to its fiscal quarter and fiscal year ended October 31, 2009 entitled
“HP Reports Fourth Quarter 2009 Results.” The text of this press
release, with the related GAAP consolidated condensed statements of
earnings, GAAP consolidated condensed balance sheets, adjustments to
certain GAAP financial information, GAAP consolidated condensed statements
of cash flows, certain segment and business unit financial
results, certain additional financial information, and certain
restated GAAP consolidated condensed statements of earnings is
furnished herewith as Exhibit 99.1. The information in Exhibit 99.1 shall
not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be
deemed incorporated by reference into any filing under the Securities Act
of 1933, as amended (the “Securities Act”) solely as a result of being
included in Exhibit 99.1.
HP’s
GAAP consolidated condensed statements of earnings for its fiscal
quarter and fiscal year ended October 31, 2009, GAAP consolidated
condensed balance sheet as of October 31, 2009 and certain segment
financial results for its fiscal quarter and fiscal year
ended October 31, 2009 are filed herewith as Exhibit 99.2. HP's
restated GAAP consolidated condensed statements of earnings for its fiscal
quarters ended January 31, April 30 and July 31, 2009, respectively, are
also filed herewith as part of Exhibit 99.2. The information in
Exhibit 99.2 is filed for purposes of Section 18 of the Exchange Act and
therefore may be incorporated by reference into filings under the
Securities Act.
To
supplement HP’s consolidated condensed financial statements presented on a
GAAP basis, HP provides non-GAAP operating profit, non-GAAP operating
margin, non-GAAP net earnings, non-GAAP diluted earnings per share and
gross cash. HP also provides forecasts of non-GAAP diluted earnings per
share. A reconciliation of the adjustments to GAAP results for
HP’s fiscal quarter and fiscal year ended October 31, 2009 and
prior periods is included in the tables that are a part of Exhibit 99.1.
In addition, an explanation of the ways in which HP management uses these
non-GAAP measures to evaluate its business, the substance behind HP
management’s decision to use these non-GAAP measures, the material
limitations associated with the use of these non-GAAP measures, the manner
in which HP management compensates for those limitations, and the
substantive reasons why HP management believes that these non-GAAP
measures provide useful information to investors is included under “Use of
non-GAAP financial information” in Exhibit 99.1. This additional non-GAAP
financial information is not meant to be considered in isolation or as a
substitute for operating profit, operating margin, net earnings, diluted
earnings per share, or cash and cash equivalents prepared in accordance
with GAAP.
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Other
Events.
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On
November 19, 2009, the Board of Directors of Hewlett-Packard Company
(“HP”) authorized an additional $8.0 billion for future repurchases of its
outstanding shares of common stock. HP intends to use the
additional authorization to repurchase its shares from time to time to
offset the dilution created by shares issued under employee stock plans
and to repurchase shares opportunistically. During its fourth
fiscal quarter ended October 31, 2009, HP repurchased approximately
$2.1 billion worth of its shares in open market repurchase
transactions. As of October 31, 2009, HP had approximately $4.0
billion of repurchase authorization remaining under the $8.0 billion
repurchase authorization approved by the Board of Directors in September
2008.
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Financial
Statements and Exhibits.
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Exhibit
Number
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Description
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Exhibit
99.1
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Text
of HP’s press release relating to its fiscal quarter and fiscal year
ended October 31, 2009, entitled “HP Reports Fourth Quarter 2009
Results,” with the related GAAP consolidated condensed statements of
earnings, GAAP consolidated condensed balance sheets, adjustments to
certain GAAP financial information, GAAP consolidated condensed statements
of cash flows, certain segment and business unit financial
results, certain additional financial information, and certain
restated GAAP consolidated condensed statements of
earnings (furnished herewith).
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Exhibit
99.2
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HP’s
GAAP consolidated condensed statements of earnings for its fiscal quarter
and fiscal year ended October 31, 2009, GAAP consolidated condensed
balance sheet as of October 31, 2009, certain segment financial
results for its fiscal quarter and fiscal year ended October 31,
2009, and restated GAAP consolidated condensed statements of earnings
for its fiscal quarters ended January 31, April 30 and July 31, 2009,
respectively (filed herewith).
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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: November
23, 2009
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By:
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/s/ Paul T. Porrini | ||
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Name:
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Paul
T. Porrini
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Title:
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Vice
President, Deputy General Counsel
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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Text
of HP’s press release relating to its fiscal quarter and fiscal year
ended October 31, 2009, entitled “HP Reports Fourth Quarter 2009
Results,” with the related GAAP consolidated condensed statements of
earnings, GAAP consolidated condensed balance sheets, adjustments to
certain GAAP financial information, GAAP consolidated condensed statements
of cash flows, certain segment and business unit financial
results, certain additional financial information, and certain
restated GAAP consolidated condensed statements of
earnings (furnished herewith).
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Exhibit
99.2
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HP’s
GAAP consolidated condensed statements of earnings for its fiscal quarter
and fiscal year ended October 31, 2009, GAAP consolidated condensed
balance sheet as of October 31, 2009, certain segment financial
results for its fiscal quarter and fiscal year ended October 31,
2009, and restated GAAP consolidated condensed statements of earnings
for its fiscal quarters ended January 31, April 30 and July 31, 2009,
respectively (filed
herewith).
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