UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ፤ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: October 31, 2008 Or អ 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 94-1081436 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 3000 Hanover Street, Palo Alto, California 94304 (Address of principal executive offices) (Zip code) Registrant’s telephone number, including area code: (650) 857-1501 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Common stock, par value $0.01 per share New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes No អ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No ፤ 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 (the ‘‘Exchange Act’’) 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 No អ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ፤ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ and ‘‘smaller reporting company’’ in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ፤ Accelerated filer អ Non-accelerated filer អ Smaller reporting company អ (Do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes No ፤ The aggregate market value of the registrant’s common stock held by non-affiliates was $114,540,461,000 based on the last sale price of common stock on April 30, 2008. The number of shares of HP common stock outstanding as of November 30, 2008 was 2,416,201,335 shares. DOCUMENTS INCORPORATED BY REFERENCE DOCUMENT DESCRIPTION 10-K PART Portions of the Registrant’s notice of annual meeting of stockholders and proxy statement to be filed pursuant to III Regulation 14A within 120 days after Registrant’s fiscal year end of October 31, 2008 are incorporated by reference into Part III of this Report. Hewlett-Packard Company Form 10-K For the Fiscal Year Ended October 31, 2008 Table of Contents Page PA RT I Item 1. Business ........................................................ 3 Item 1A. Risk Factors ..................................................... 16 Item 1B. Unresolved Staff Comments ......................................... 31 Item 2. Properties ....................................................... 31 Item 3. Legal Proceedings ................................................. 33 Item 4. Submission of Matters to a Vote of Security Holders ....................... 33 PA RT I I Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities ...................................... 34 Item 6. Selected Financial Data ............................................. 36 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations .................................................... 37 Item 7A. Quantitative and Qualitative Disclosures about Market Risk .................. 74 Item 8. Financial Statements and Supplementary Data ............................ 76 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures .................................................... 160 Item 9A. Controls and Procedures ............................................ 160 Item 9B. Other Information ................................................ 160 PART III Item 10. Directors, Executive Officers and Corporate Governance .................... 161 Item 11. Executive Compensation ............................................ 161 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ............................................. 161 Item 13. Certain Relationships and Related Transactions, and Director Independence ...... 162 Item 14. Principal Accounting Fees and Services ................................. 162 PA RT I V Item 15. Exhibits and Financial Statement Schedules .............................. 163 Forward-Looking Statements This Annual Report on Form 10-K, including ‘‘Management’s Discussion and Analysis of Financial Condition and Results of Operations’’ in Item 7, 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, tax provisions, earnings, cash flows, benefit obligations, share repurchases, acquisition synergies, currency exchange rates or other financial items; any statements of the plans, strategies and objectives of management for future operations, including the execution of cost reduction programs and restructuring and integration 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 execution and performance of contracts by HP and its 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; expectations and assumptions relating to the execution and timing of cost reduction programs and restructuring and integration plans; the possibility that the expected benefits of business combination transactions may not materialize as expected; the resolution of pending investigations, claims and disputes; and other risks that are described herein, including but not limited to the items discussed in ‘‘Risk Factors’’ in Item 1A of this report, and that are otherwise described or updated from time to time in HP’s Securities and Exchange Commission reports. HP assumes no obligation and does not intend to update these forward- looking statements. PART I ITEM 1. Business. HP is a leading global provider of products, technologies, software, solutions and services to individual consumers, small- and medium-sized businesses (‘‘SMBs’’) and large enterprises, including the public and education sectors. Our offerings span: • personal computing and other access devices, • imaging and printing-related products and services, • enterprise information technology infrastructure, including enterprise storage and server technology and software that optimizes business technology investments, and • multi-vendor customer services, including technology support and maintenance, consulting and integration and outsourcing services, as well as application services and business process outsourcing. HP was incorporated in 1947 under the laws of the State of California as the successor to a partnership founded in 1939 by William R. Hewlett and David Packard. Effective in May 1998, we changed our state of incorporation from California to Delaware. HP Products and Services; Segment Information During fiscal 2008, our operations were organized into seven business segments: Enterprise Storage and Servers (‘‘ESS’’), HP Services (‘‘HPS’’), HP Software, the Personal Systems Group (‘‘PSG’’), the Imaging and Printing Group (‘‘IPG’’), HP Financial Services (‘‘HPFS’’) and Corporate Investments. In the fourth quarter of 2008, we added the business operations that we acquired through our acquisition of Electronic Data Systems Corporation (‘‘EDS’’) as a business unit within HPS for financial reporting 3 purposes. ESS, HPS and HP Software are reported collectively as a broader Technology Solutions Group (‘‘TSG’’). While TSG is not a business segment, this aggregation provides a supplementary view of our business. In each of the past three fiscal years, notebooks, desktops and printing supplies each accounted for more than 10% of our consolidated net revenue. A summary of our