Hewlett-Packard (HPQ)

Item 2.02.                  Results of Operations and Financial Condition.

On November 11, 2009, Hewlett-Packard Company (“HP”) issued a press release relating to its fiscal quarter ended October 31, 2009 entitled “HP Announces Preliminary Fourth Fiscal Quarter 2009 Results; Raises Fiscal Year 2010 Earnings and Revenue Outlook.” The text of this press release 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, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended.

To supplement HP’s historical and forecasted financial results presented on a GAAP basis, HP provides non-GAAP diluted earnings per share. Non-GAAP diluted earnings per share is defined to exclude the effects of any restructuring charges, charges relating to the amortization of purchased intangible assets or acquisition-related charges recorded during the relevant period. In addition, non-GAAP diluted earnings per share are adjusted by the amount of additional taxes or tax benefit associated with each non-GAAP item. HP’s management uses non-GAAP diluted earnings per share for purposes of evaluating and forecasting HP’s financial performance. HP believes that providing non-GAAP diluted earnings per share to investors in addition to the related GAAP measure provides investors with greater transparency to the information used by HP’s management in its financial and operational decision-making and allows investors to see HP’s results “through the eyes” of management. Non-GAAP diluted earnings per share may have limitations as an analytical tool, and this additional non-GAAP financial information is not meant to be considered in isolation or as a substitute for diluted earnings per share prepared in accordance with GAAP.

On June 6, 2006, Hewlett-Packard Company (“HP”) issued a press release announcing that it had been notified by the U.S. Internal Revenue Service (the “IRS”) that the Joint Committee on Taxation of the U.S. Congress had approved, and the IRS had signed, a settlement agreement between HP and the IRS relating to an IRS audit of HP’s tax returns for the 1996 through 1998 fiscal years. Because the settlement agreement was signed by the IRS after the end of HP’s recently completed fiscal quarter ended April 30, 2006 and before HP had filed its financial statements as part of its Quarterly Report on Form 10-Q for that quarter, the applicable accounting rules required HP to update its financial statements for that completed fiscal quarter to reflect the impact of the settlement agreement. Accordingly, HP revised its previously announced financial results for its fiscal quarter ended April 30, 2006. The revisions resulted in a positive impact on HP’s second quarter net income of approximately $443 million, or $0.15 per diluted share.

As a result of the settlement agreement, HP recorded a decrease to income tax expense and a corresponding increase to net earnings of approximately $443 million. There was no impact to earnings before taxes. The $443 million decrease to income tax expense resulted from reductions to net income tax accruals for fiscal years 1996 through 1998 relating primarily to the resolution of issues with respect to Puerto Rico manufacturing tax incentives and export tax incentives, to other issues involving HP’s non-U.S. operations, and to interest accruals.

HP updated its financial results for its fiscal quarter ended April 30, 2006 for the sole purpose of reflecting the financial impact of the IRS settlement agreement in accordance with applicable accounting rules. The updated financial results do not reflect any other changes or adjustments to HP’s previously announced financial results for that fiscal quarter.

The text of the press release is furnished herewith as part of Exhibit 99.1. The press release also includes HP’s updated estimates of its diluted earnings per share for its fiscal year ending October 31, 2006.

The updated non-GAAP consolidated condensed statements of earnings and the GAAP consolidated condensed statements of cash flows for the fiscal quarter ended April 30, 2006 furnished as part of Exhibit 99.1 to this Form 8-K reflect the financial impact of the IRS settlement agreement and amend and supersede the non-GAAP consolidated condensed statements of earnings and the GAAP consolidated condensed statements of cash flows furnished as Exhibit 99.1 to HP’s Current Report on Form 8-K filed on May 16, 2006 in connection with HP’s original announcement of its financial results for its fiscal quarter ended April 30, 2006 (the “Original Form 8-K”). The updated GAAP consolidated condensed statements of earnings and consolidated condensed balance sheets for the fiscal quarter ended April 30, 2006 filed as Exhibit 99.2 to this Form 8-K also reflect this new information and amend and supersede the GAAP consolidated condensed statements of earnings and the consolidated condensed balance sheets filed as Exhibit 99.2 to the Original Form 8-K.

The information included 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”). 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 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 HP’s 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 HP’s use of non-GAAP financial information is included in Exhibit 99.1.

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