8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549-1004

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

July 11, 2005

Date of Report (Date of Earliest Event Reported)

HEWLETT-PACKARD COMPANY

(Exact name of registrant as specified in its charter)

DELAWARE	1-4423	94-1081436
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
3000 HANOVER STREET, PALO ALTO, CA		94304
(Address of principal executive offices)		(Zip code)
(650) 857-1501
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

2

Item 1.01Entry into a Material Definitive Agreement

On July 11, 2005, Hewlett-Packard Company (“HP”) agreed to employ Randall D. Mott as Executive Vice President and Chief Information Officer pursuant to the terms of an offer letter (the “Agreement”). HP agreed to provide Mr. Mott with a base salary of $690,000 per year, an option to purchase 500,000 shares of HP common stock and a targeted short-term bonus opportunity of 100% of base salary guaranteed at target for the remainder of fiscal 2005 and fiscal 2006.

In order to replace benefits that Mr. Mott is forfeiting by leaving his current employment, HP also agreed to provide a signing bonus of $2,200,000 (subject to a payback obligation for certain events of voluntary termination), 285,000 shares of restricted stock (vesting 20% per year for five years) and targeted long-term performance cash of $7 million for the 2005-2008 performance cycle, of which $5 million is guaranteed.

Mr. Mott also will receive relocation benefits (including a relocation allowance of $1,000,000) and is eligible to participate in HP employee benefit programs. For 36 months, if Mr. Mott’s employment is terminated other than for cause, or if Mr. Mott voluntarily terminates his employment due to specified constructive termination events, HP has agreed (subject to Mr. Mott’s release of claims and non-competition provisions) to grant Mr. Mott specified severance benefits including a lump-sum payment of 1.5 times salary, as well as vesting of 50% of options awarded during the 36 month period with a one-year post-termination exercise period and prorated restricted stock and short-term bonus amounts. HP has also agreed to indemnify Mr. Mott against certain claims by his former employer as a result of his employment by HP, and will pay Mr. Mott’s reasonable legal fees in connection with the Agreement.

Item 8.01Other Events

On July 11, 2005, HP issued a press release entitled “HP Names Randy Mott as EVP, Chief Information Officer” (the “Press Release”). The Press Release, which is filed herewith as Exhibit 99.1, is incorporated herein by reference.

3

SIGNATURES

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.

	HEWLETT-PACKARD COMPANY
DATE: July 15, 2005	By:	/s/ Charles N. Charnas
	Name:	Charles N. Charnas
	Title:	Vice President, Deputy General Counsel and Assistant Secretary

4

EXHIBIT INDEX

Exhibit Number	Description
99.1	Text of press release issued by Hewlett-Packard Company, dated July 11, 2005, entitled “HP Names Randy Mott as EVP, Chief Information Officer” (filed herewith).

5

EX-99.1

Exhibit 99.1

News release

Editorial contacts:

Michael Moeller, HP
+1 650 236 3028
michael.moeller@hp.com

HP Media Hotline

+1 866 266 7272

pr@hp.com

www.hp.com/go/newsroom

Hewlett-Packard Company

3000 Hanover Street

Palo Alto, CA 94304

www.hp.com

HP Appoints Randall D. Mott as Executive Vice President, Chief Information Officer

Seasoned industry exec joins HP’s Executive Council

PALO ALTO, Calif., July 11, 2005 – HP today announced that it has appointed Randall D. “Randy” Mott to serve as executive vice president and chief information officer. His responsibilities include all application development, data management, technology infrastructure, data center operations and telecommunication networks worldwide.

Mott, 49, comes to HP from Dell, Inc., where he has served since 2000 as senior vice president, chief information officer, managing the company’s global IT organization and serving as a member of its Global Executive Management Committee. Previously, he spent 22 years at Wal-Mart Stores, Inc., where he pioneered the automation of its retail and supply-chain systems, holding numerous technological and management positions, including six years as senior vice president and chief information officer, with four years on its executive committee.

He takes over the position from Gilles Bouchard, who has served since 2003 as chief information officer and executive vice president of Global Operations. Bouchard, 44, will remain executive vice president of Global Operations.

The splitting of HP’s Global Operations and IT roles follows recent moves to split executive vice president roles that combined leadership for the company’s sales and marketing functions and for the company’s Imaging and Printing Group and Personal Systems Group.

Mott becomes the 11th member of HP’s Executive Council, reporting directly to HP President and Chief Executive Officer Mark Hurd. He follows last month’s additions to the council of Cathy Lyons, a 26-year HP executive, who was named executive vice president and chief marketing officer, and Todd Bradley, previously president and chief executive officer of palmOne, who was named executive vice president of the Personal Systems Group.

“Randy Mott is an outstanding executive with a distinguished track record of running highly efficient, world-class IT operations for complex organizations,” said Hurd. “He will serve as a key leader in enhancing the effectiveness of our IT operations and in helping to drive HP’s continued growth. Gilles Bouchard has done a superb job and I look forward to his continued contributions as a key member of our leadership team.”

About HP

HP is a technology solutions provider to consumers, businesses and institutions globally. The company’s offerings span IT infrastructure, global services, business and home computing, and imaging and printing. For the four fiscal quarters ended April 30, 2005, HP revenue totaled $83.3 billion. More information about HP (NYSE, Nasdaq: HPQ) is available at www.hp.com.

This news release contains forward-looking statements that involve risks, uncertainties and assumptions. If such risks or uncertainties materialize or such assumptions prove incorrect, the results of HP and its consolidated subsidiaries could 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 anticipated operational and financial results; statements of expectation or belief; and any statement of assumptions underlying any of the foregoing. Risks, uncertainties and assumptions include the achievement of expected results and other risks that are described from time to time in HP’s Securities and Exchange Commission reports, including but not limited to HP’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2005, and other reports filed after HP’s Annual Report on Form 10-K for the fiscal year ended Oct. 31, 2004. HP assumes no obligation and does not intend to update these forward-looking statements.

© 2005 Hewlett-Packard Development Company, L.P. The information contained herein is subject to change without notice. HP shall not be liable for technical or editorial errors or omissions contained herein.
7/2005