8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

December 8, 2006

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	(Commission File Number)	(I.R.S. Employer
of incorporation)		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:

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

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

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

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

Item 5.02.Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

(b)On December 11, 2006, Hewlett-Packard Company (“HP”) announced that Robert P. Wayman will retire as Executive Vice President and Chief Financial Officer of HP effective on December 31, 2006.

In connection with his resignation as Executive Vice President and Chief Financial Officer, Mr. Wayman notified the HP board that he will not stand for re-election at the next annual meeting of stockholders.  Mr. Wayman will continue to serve as a Director of HP until HP’s next annual meeting of stockholders, which is currently scheduled to be held in March 2007.

(c)Also on December 11, 2006, HP announced that Catherine A. Lesjak will succeed Mr. Wayman as Executive Vice President and Chief Financial Officer effective upon the effectiveness of Mr. Wayman’s resignation.  Ms. Lesjak, age 47, has served as Senior Vice President and Treasurer of HP since 2003. From May 2002 to July 2003, she served as Vice President of Finance for HP’s Enterprise Marketing and Solutions organization and Vice President of Finance for HP’s Software business unit.  From June 2000 to May 2002, Ms. Lesjak was Controller for HP’s Software Solutions organization.

In connection with her appointment as Executive Vice President and Chief Financial Officer, Ms. Lesjak’s salary will be increased to $550,000 per year and her target bonus opportunity for fiscal year 2007 will be increased to 100% of her salary.

HP’s press release announcing Mr. Wayman’s retirement and Ms. Lesjak’s appointment is filed as Exhibit 99.1 to this report.

Item 9.01.Financial Statements and Exhibits.

Exhibit Number	Description
Exhibit 99.1	Text of press release issued by HP, dated December 11, 2006, entitled “HP CFO Bob Wayman to Retire After 37 Years at HP, to be Succeeded by Treasurer Cathie Lesjak” (filed herewith).

SIGNATURE

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: December 11, 2006	By:	/s/ Charles N. Charnas
	Name:	Charles N. Charnas
	Title:	Acting General Counsel, Vice President and Assistant Secretary

EXHIBIT INDEX

Exhibit Number	Description
Exhibit 99.1	Text of press release issued by HP, dated December 11, 2006, entitled “HP CFO Bob Wayman to Retire After 37 Years at HP, to be Succeeded by Treasurer Cathie Lesjak” (filed herewith).

EX-99.1

Exhibit 99.1

News release

HP CFO Bob Wayman to Retire After 37 Years at HP, to be Succeeded by Treasurer Cathie Lesjak

Editorial contacts: Robert Sherbin, HP +1 650 857 2381 robert.sherbin@hp.com Emma Wischhusen, HP +1 650 857 4183 emma.wischhusen@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

PALO ALTO, Calif., December 11, 2006 — HP today announced that Bob Wayman will retire as executive vice president and chief financial officer and will be succeeded by the company’s treasurer and senior vice president, Cathie Lesjak, effective Dec. 31, 2006. Wayman, 61, joined HP in 1969 as a cost accountant and held a variety of finance positions before being named CFO in 1984. He served as interim chief executive officer in 2005 prior to the appointment of Mark Hurd as CEO. Wayman also has served as a member of HP’s board of directors since February 2005, having previously served on the board from 1993 to 2002. Wayman will retain his seat until the company’s 2007 annual stockholders’ meeting in March but will not stand for re-election. He will remain an HP employee through the end of March and will be available to ensure a smooth transition. “Bob Wayman is one of the most distinguished CFOs in America, and he will leave behind an outstanding record as a corporate leader, as a finance executive and as a mentor to countless people with whom he has worked during his 37 years at HP,” said Mark Hurd, HP chairman and chief executive officer. “He has contributed greatly to HP’s success, and I am particularly grateful for the counsel and support he has provided to me.” Lesjak, 47, has served since 2003 in her current role, in which she is responsible for managing the company’s worldwide cash, debt, foreign exchange, capital structure, risk management and benefit-plan administration. Since joining HP 20 years ago, she has worked in a range of finance, controllership and risk-management roles, including ones with an operational focus at the corporate and business group levels. She has a bachelor’s degree in biology from Stanford University and a master’s of business degree in finance from the University of California, Berkeley. “Cathie Lesjak is a seasoned executive with an exemplary track record who knows HP from the ground up,” said Hurd. “She is the best qualified person for this job, and I have every confidence that she will be an excellent CFO.” As executive vice president and CFO, Lesjak will be responsible for the company’s financial operations, including all business unit and corporate controllership, treasury, and tax functions. Her successor as treasurer will be announced at a later date.

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 Oct. 31, 2006, HP revenue totaled $91.7 billion. More information about HP (NYSE, Nasdaq: HPQ) is available at www.hp.com.

© 2006 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.
12/2006