On November 16, 2006, Hewlett-Packard Company (HP) issued a press release
relating to its fiscal quarter and fiscal year ended October 31, 2006 entitled HP
Reports Fourth Quarter 2006 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 information, and
certain additional financial information, 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.
HPs GAAP consolidated condensed statements of earnings, GAAP consolidated condensed balance
sheets and certain segment information for the fiscal quarter and fiscal year
ended October 31, 2006 also are filed herewith as 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 HPs consolidated condensed financial statements presented on a GAAP
basis, HP provides non-GAAP operating profit, non-GAAP operating margin, non-GAAP net
income, 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 HPs fourth fiscal quarter and fiscal year ending October 31, 2006 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 managements 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 Measures 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 income,
diluted earnings per share, or cash and cash equivalents prepared in accordance with GAAP.
Item 8.01
Other Events
As previously disclosed in HPs
Exchange Act reports, HP is the subject of various governmental inquiries by the Attorney
General of the State of California, the Committee on Energy and Commerce of the U.S. House
of Representatives, the United States Attorneys Office for the Northern District of
California, and the Division of Enforcement of the U.S. Securities and Exchange Commission
concerning the processes employed in certain investigations into leaks of HP confidential
information to members of the media. HP has been informed that the Securities and Exchange
Commission has issued a formal order of investigation in its inquiry. In addition to those
previously disclosed inquiries, HP has received a request from the Federal Communications
Commission for records and information relating to those leak investigations. HP is
responding to that request and is cooperating fully with all of the continuing inquiries.
Four stockholder derivative lawsuits
have been filed in California allegedly based on the activities of the leak
investigations. A similar stockholder derivative lawsuit has been filed in Delaware. The
HP Board of Directors has appointed a Special Litigation Committee consisting of two
independent Board members authorized to investigate, review, and evaluate the facts and
circumstances asserted in these derivative matters and to determine how HP should proceed
in these matters.
Item 9.01
Financial Statements and Exhibits
Exhibit 99.1
Text of HPs press release relating to its fiscal quarter and fiscal year
ended October 31, 2006, entitled HP Reports Fourth Quarter 2006 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
information, and certain additional financial information (furnished herewith).
Exhibit 99.2
HPs GAAP consolidated condensed statements of earnings, GAAP consolidated
condensed balance sheets, and segment information for the fiscal quarter and fiscal
year ended October 31, 2006 (filed herewith).
This excerpt taken from the HPQ 8-K filed Aug 16, 2006.
On
August 16, 2006, Hewlett-Packard Company (HP) issued a press release relating
to its fiscal quarter ended July 31, 2006 entitled HP Reports Third Quarter 2006
Results. The text of this press release, with the related non-GAAP consolidated
condensed financial information, the consolidated condensed statements of cash flows and
certain additional financial information, 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).
In
connection with its press release announcing its earnings for its fiscal quarter ended
July 31, 2006, HP also provided its GAAP consolidated condensed statements of earnings,
consolidated condensed balance sheets and segment information for the fiscal quarter
ended July 31, 2006 filed herewith as Exhibit 99.2. 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 HPs consolidated condensed financial statements presented on a GAAP
basis, HP provides non-GAAP operating profit, non-GAAP operating margin, non-GAAP net
income, 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 this quarter, fiscal year-to-date, 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
managements 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 income, diluted earnings per share,
or cash and cash equivalents prepared in accordance with GAAP.
Item 8.01
Other Events
The board of directors of HP has authorized an additional $6.0 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 benefit plans and to repurchase shares opportunistically as a means of returning cash to its stockholders. During its fiscal
quarter ended July 31, 2006, HP repurchased approximately $2.7 billion worth of its
shares, including $431 million under an existing prepaid variable share repurchase
program. As of July 31, 2006, HP had $645 million of repurchase
authorization remaining under the $4.0 billion repurchase authorization approved in
February 2006.
Item 9.01
Financial Statements and Exhibits
Exhibit 99.1
Text of HPs
press release relating to its fiscal quarter ended July 31, 2006, entitled HP
Reports Third Quarter 2006 Results, with the related non-GAAP
consolidated condensed financial information,
the consolidated condensed statements of cash flows and certain additional financial
information (furnished herewith).
Exhibit 99.2
HPs GAAP
consolidated condensed statements of earnings, consolidated condensed balance sheets and
segment information for the fiscal quarter ended July 31, 2006
(filed herewith).
This excerpt taken from the HPQ 8-K filed May 16, 2006.
On May 16, 2006, Hewlett-Packard
Company (HP) issued a press release relating to its fiscal quarter ended April
30, 2006 entitled HP Reports Second Quarter 2006 Results. The text of this
press release, with the non-GAAP consolidated condensed statements of earnings, the
consolidated condensed statements of cash flows and certain additional financial
information, is furnished herewith as Exhibit 99.1. The information in Exhibit 99.1
attached hereto 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).
In connection with its press release
announcing its earnings for its fiscal quarter ended April 30, 2006, HP also provided its
GAAP consolidated condensed statements of earnings, consolidated condensed balance sheets
and segment information for the fiscal quarter ended April 30, 2006 filed herewith as
Exhibit 99.2. 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 HPs consolidated
condensed financial statements presented on a GAAP basis, HP provides certain non-GAAP
financial measures. Each of these non-GAAP measures is among the primary indicators
management uses as a basis for planning and forecasting future periods. We believe that
these non-GAAP measures provide both management and investors with a more complete
understanding of the underlying operating results and trends and an enhanced overall
understanding of HPs financial performance, liquidity and prospects for the future.
This non-GAAP information is not meant to be considered in isolation or as a substitute
for financial measures prepared in accordance with GAAP. Additional information about
HPs use of non-GAAP financial information is included in Exhibit 99.1.
Item 9.01
Financial Statements and Exhibits
Exhibit 99.1
Text of HPs press release relating to its fiscal quarter ended April 30,
2006, entitled HP Reports Second Quarter 2006 Results, with the non-GAAP
consolidated condensed statements of earnings, the consolidated condensed statements
of cash flows and certain additional financial information (furnished herewith).
Exhibit 99.2
HPs GAAP consolidated condensed statements of earnings, consolidated
condensed balance sheets and segment information for the fiscal
quarter ended April 30, 2006 (filed herewith).