Hewlett-Packard Company As Required by the Luxembourg Law of July 10, 2005 Concerning Prospectuses Relating to Transferable Securities
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This is a prospectus relating to Hewlett-Packard Company as required by the Luxembourg law of July 10, 2005 concerning prospectuses relating to transferable securities. This prospectus is dated April 3, 2009 and will expire on the day 12 months after this date. None of Hewlett-Packard Company’s common stock is, or is intended to be, admitted to trading on any market of the Luxembourg Stock Exchange. Hewlett-Packard Company 3000 Hanover Street Palo Alto, CA 94304 www.hp.com HEWLETT-PACKARD COMPANY 2000 EMPLOYEE STOCK PURCHASE PLAN also known as the SHARE OWNERSHIP PLAN (“SOP”) HEWLETT-PACKARD COMPANY 2004 STOCK INCENTIVE PLAN (“2004 SIP”) AMENDED AND RESTATED 2003 INCENTIVE PLAN OF ELECTRONIC DATA SYSTEMS CORPORATION (“2003 SIP”) HEWLETT-PACKARD COMPANY 2000 STOCK PLAN (“2000 SIP”, together with the 2003 SIP and the 2004 SIP, the “SIPs”) Prospectus for the employees of Hewlett-Packard Company and certain of its subsidiaries in the European Economic Area (“EEA”) This document comprises a prospectus prepared in accordance with the Directive 2003/71/EC of the European Parliament. This prospectus will be made available on the website of the Luxembourg Stock Exchange (www.bourse.lu). In addition, this prospectus and certain summary translations will be posted on the SOP and SIP sections of Hewlett-Packard Company’s intranet, and free copies will be available to employees upon request by contacting the assistant secretary of Hewlett-Packard Company at Hewlett-Packard Company, 3000 Hanover Street m/s 1050, Palo Alto, CA, 94304, USA. Telephone: +1 650 857 1501. Prospectus dated April 3, 2009 IMPORTANT INFORMATION Employees should only rely on the information contained in this prospectus. No person has been authorised to give any information or make any representations other than those contained in this prospectus and, if given or made, such information or representations must not be relied upon as having been so authorised by Hewlett-Packard Company. Neither the delivery of this prospectus nor any sale made under it shall, under any circumstances, create any implication that there has been no change in the affairs of Hewlett-Packard Company or the Hewlett-Packard Company group of companies since the date of this prospectus or that the information in this prospectus is correct as of any subsequent time. This prospectus does not constitute or form part of an offer to sell, or the solicitation of an offer to subscribe for, the common stock of Hewlett-Packard Company to any person in the United States or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The distribution of this document and the offer of the common stock of Hewlett-Packard Company in certain jurisdictions may be restricted by law. Accordingly, neither this prospectus nor any advertisement nor any other offering material may be distributed or published in any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this prospectus comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Hewlett-Packard Company accepts responsibility for the information contained in this prospectus. To the best of the knowledge of Hewlett-Packard Company, having taken all reasonable care to ensure that such is the case, the information contained in this prospectus is in accordance with the facts and there is no omission likely to affect the import of such information. For a discussion of certain risks that should be considered in connection with an investment in the common stock of Hewlett-Packard Company, see the section of this prospectus entitled “Risk Factors”. The contents of this prospectus should not be construed as legal, business or tax advice. Each employee should consult his or her own legal adviser, independent financial adviser or tax adviser for legal, financial or tax advice before investing in the common stock of Hewlett-Packard Company. Hewlett-Packard Company has obtained an acknowledgement letter from its independent registered public accounting firm for the incorporation by reference of its reports included in the Annual Reports (Form 10-K) filed with the United States Securities and Exchange Commission for the fiscal years ended October 31, 2008, 2007 and 2006. The independent registered public accounting firm has audited the consolidated balance sheets of Hewlett-Packard Company and subsidiaries as of October 31, 2008, 2007 and 2006 and the related consolidated statements of earnings, stockholders’ equity and cash flows for each of the three years in the period ended October 31, 2008. This prospectus will be passported pursuant to Directive 2003/71/EC of the European Parliament (“Prospectus Directive”) into Austria, Belgium, Bulgaria, the Czech Republic, Denmark, Finland, France, Germany, Greece, Ireland, Italy, the Netherlands, Norway, Poland, Portugal, Romania, the Slovak Republic, Spain, Sweden and the United Kingdom. A list of names of the regulators in each of these jurisdictions is set out in Exhibit III. TABLE OF CONTENTS PART PAGE I PROSPECTUS SUMMARY 3 II RISK FACTORS 10 III DESCRIPTION OF COMMON STOCK 26 IV DOCUMENTS INCORPORATED BY REFERENCE 27 V ADDITIONAL INFORMATION 34 VI EXHIBITS Exhibit I: Summary of Tax Considerations 46 Exhibit II: Table of Significant Subsidiaries 174 Exhibit III: Passporting Countries and Regulators 183 Exhibit IV: Hewlett-Packard Company 2000 Employee Stock 185 Purchase Plan (SOP) Exhibit V: Hewlett-Packard Company 2004 Stock Incentive Plan 193 (2004 SIP) Exhibit VI: Hewlett-Packard Company 2000 Stock Plan (2000 SIP) 213 Exhibit VII: Amended and restated 2003 Incentive Plan of Electronic 226 Data Systems (2003 SIP) PROSPECTUS SUMMARY This summary should be read as an introduction to this prospectus. Any decision to invest in common stock should be based on consideration of this prospectus as a whole. Where a claim relating to the information contained in this prospectus is brought before a court, the plaintiff investor might, under the national legislation of the EEA member state (“Member States”), have to bear the costs of translating this prospectus before the legal proceedings are initiated. Civil liability attaches to those persons who have tabled this summary including any translation thereof, and applied for its notification, but only if this summary is materially misleading, inaccurate or inconsistent when read together with the other parts of the prospectus. Hewlett-Packard Company (“HP” or the “Company”), a Delaware corporation with its headquarters at 3000 Hanover Street, Palo Alto, California, USA, has decided to offer employees of HP and its participating subsidiaries (“Participating Subsidiaries”) HP common stock having a par value of $0.01 (“Common Stock”) under the Hewlett-Packard Company 2000 Employee Stock Purchase Plan, also known as the Share Ownership Plan (the “SOP”) and/or the grant of stock options, restricted stock and/or restricted stock units under the Hewlett-Packard Company 2004 Stock Incentive Plan (the “2004 SIP”), the amended and restated 2003 Incentive Plan of Electronic Data Systems Corporation (the “2003 SIP”) and the Hewlett-Packard Company 2000 Stock Plan (the “2000 SIP”, together with the 2003 SIP and the 2004 SIP, the “SIPs”). The Common Stock is traded on the New York Stock Exchange (“NYSE”). The SOP and the SIPs are offered to eligible employees of certain Participating Subsidiaries to incentivise those employees. Proceeds from the offer will be used by the Company in its normal business operations. Please note that the following descriptions are an executive summary of the pertinent plan provisions and should not be taken as a substitute for reading the entire plan documents that are included as exhibits to this prospectus. THE SOP The SOP provides employees with the opportunity to purchase Common Stock at a discount through payroll deductions. The SOP operates with two six-month offering periods per year (the “Offering Periods”), which commence on the first day on which United States national stock exchanges are open for trading (“Trading Day”) on or after May 1 and November 1 (each an “Entry Date”) and expire six months later on October 31 and April 30, respectively. Common Stock is purchased on the last Trading Day in each Offering Period (the “Purchase Date”). Employees who wish to participate in the SOP (each a “Participant”) enroll by telephone or on the internet by contacting, in the case of HP employees, Mellon Investor Services and in the case of Electronic Data Systems Corporation employees, their local payroll department. Participants may then elect to contribute by payroll deductions from 1%-10% (in whole percentages) of their compensation. Employees may enroll in the SOP during the period of approximately three weeks prior to the start of each Offering Period, known as the open enrollment period. On the Purchase Date, a Participant’s accumulated payroll deductions for the Offering Period are used to purchase Common Stock. For Purchase Dates occurring on or before April 30, 2009, the purchase price per share is 85% of the Fair Market Value of Common Stock on the Purchase Date. For Purchase Dates occurring on or after October 31, 2009, the purchase price is equal to the Fair Market Value of Common Stock on the Purchase Date. “Fair Market Value” means the closing price of Common Stock on the NYSE. Common Stock acquired under the SOP is newly issued and will not have been purchased by HP on the open market. 3 There is a total of up to 175,000,000 shares of Common Stock authorised for issue under the SOP. For a then current Offering Period, a Participant may change his or her contribution percentage or withdraw from the SOP prior to the date approximately three weeks before the end of an Offering Period, known as the change enrollment deadline.