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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 10-Q

(Mark One) 

ý

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

For the quarterly period ended: January 31,April 30, 2006

or

o

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
(State or other jurisdiction of
incorporation or organization)
 94-1081436
(I.R.S. employer
identification no.)

3000 Hanover Street, Palo Alto, California
(Address of principal executive offices)

 

94304
(Zip code)

        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 ý    No o

        Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ý    Accelerated filer o    Non-accelerated filer o

        Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act) Yes o    No ý

        The number of shares of HP common stock outstanding as of February 28,May 31, 2006 was 2,828,423,3882,789,556,593 shares.





HEWLETT-PACKARD COMPANY AND SUBSIDIARIES
INDEX

 
  
  
 Page
No.

Part I. Financial Information
  Item 1. Financial Statements  
    Consolidated Condensed Statements of Earnings for the three and six months ended January 31,April 30, 2006 and 2005 (Unaudited) 3
    Consolidated Condensed Balance Sheets as of January 31,April 30, 2006 (Unaudited) and as of October 31, 2005 (Audited) 4
    Consolidated Condensed Statements of Cash Flows for the threesix months ended January 31,April 30, 2006 and 2005 (Unaudited) 5
    Notes to Consolidated Condensed Financial Statements (Unaudited) 6
  Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 3840
  Item 3. Quantitative and Qualitative Disclosures About Market Risk 6773
  Item 4. Controls and Procedures 6773
Part II. Other Information
  Item 1. Legal Proceedings 6974
  Item 1A. Risk Factors 6974
  Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 6974
Item 4.Submission of Matters to a Vote of Security Holders75
  Item 6. Exhibits 7075
Signature 7176
Exhibit Index 7277

Forward-Looking Statements

        This Quarterly Report on Form 10-Q, including "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Item 2 of Part I of this report, 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 or other financial items; any statements of the plans, strategies and objectives of management for future operations, including the execution of restructuring 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 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 workforce restructuring programs; the outcome of pending legislation and accounting pronouncements; and other risks that are described herein, including but not limited to the items discussed in "Factors that Could Affect Future Results" set forth in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Item 2 of Part I of this report, and that are otherwise described from time to time in HP's Securities and Exchange Commission reports filed after this report. HP assumes no obligation and does not intend to update these forward-looking statements.



PART I

Item 1. Financial Statements.

HEWLETT-PACKARD COMPANY AND SUBSIDIARIES

Consolidated Condensed Statements of Earnings

(Unaudited)



 Three months ended
January 31

 
 Three months ended
April 30

 Six months ended
April 30

 


 2006
 2005
 
 2006
 2005
 2006
 2005
 


 In millions, except per share amounts

 
 In millions, except per share amounts

 
Net revenue:Net revenue:     Net revenue:         
Products $18,337 $17,041 Products $18,049 $16,999 $36,386 $34,040 
Services 4,236 4,321 Services 4,424 4,481 8,660 8,802 
Financing income 86 92 Financing income 81 90 167 182 
 
 
   
 
 
 
 
 Total net revenue 22,659 21,454  Total net revenue 22,554 21,570 45,213 43,024 
 
 
   
 
 
 
 

Costs and expenses:

Costs and expenses:

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

 

 
Cost of products(1) 13,938 13,071 Cost of products(1) 13,429 12,872 27,367 25,943 
Cost of services(1) 3,395 3,409 Cost of services(1) 3,481 3,502 6,876 6,911 
Financing interest 59 57 Financing interest 60 55 119 112 
Research and development(1) 871 878 Research and development(1) 930 890 1,801 1,768 
Selling, general and administrative(1) 2,692 2,704 Selling, general and administrative(1) 2,858 2,933 5,550 5,637 
Amortization of purchased intangible assets 147 167 Amortization of purchased intangible assets 151 151 298 318 
In-process research and development charges 50  In-process research and development charges 2  52  
Restructuring charges 15 3 Restructuring (14) 4 1 7 
 
 
   
 
 
 
 
 Total operating expenses 21,167 20,289  Total operating expenses 20,897 20,407 42,064 40,696 
 
 
   
 
 
 
 
Earnings from operationsEarnings from operations 1,492 1,165 Earnings from operations 1,657 1,163 3,149 2,328 
 
 
   
 
 
 
 
Interest and other, netInterest and other, net 38 25 Interest and other, net 157 (87) 195 (62)
Losses on investments (2) (24)
Gains (losses) on investmentsGains (losses) on investments 6 3 4 (21)
Dispute settlementDispute settlement  (116)Dispute settlement    (116)
 
 
   
 
 
 
 
Earnings before taxesEarnings before taxes 1,528 1,050 Earnings before taxes 1,820 1,079 3,348 2,129 
Provision for taxes(2) 301 107 
(Benefit from) provision for taxes(2)(Benefit from) provision for taxes(2) (79) 113 222 220 
 
 
   
 
 
 
 
Net earningsNet earnings $1,227 $943 Net earnings $1,899 $966 $3,126 $1,909 
 
 
   
 
 
 
 
Net earnings per share:Net earnings per share:     Net earnings per share:         
Basic $0.43 $0.32 Basic $0.68 $0.33 $1.11 $0.66��
 
 
   
 
 
 
 
Diluted $0.42 $0.32 Diluted $0.66 $0.33 $1.08 $0.65 
 
 
   
 
 
 
 
Cash dividends declared per shareCash dividends declared per share $0.16 $0.16 Cash dividends declared per share $ $ $0.16 $0.16 

Weighted average shares used to compute net earnings per share:

Weighted average shares used to compute net earnings per share:

 

 

 

 

 

Weighted average shares used to compute net earnings per share:

 

 

 

 

 

 

 

 

 
Basic 2,822 2,908 Basic 2,809 2,886 2,815 2,897 
 
 
   
 
 
 
 
Diluted 2,893 2,936 Diluted 2,887 2,917 2,890 2,926 
 
 
   
 
 
 
 

(1)
Costs and expenses for the three and six months ended January 31,April 30, 2006 include SFAS 123R stock-based compensation expense. See Note 2 to the Consolidated Condensed Financial Statements for additional information.

(2)
Provision(Benefit from) provision for taxes includes income tax benefit from stock-based compensation.

The accompanying notes are an integral part of these Consolidated Condensed Financial Statements.



HEWLETT-PACKARD COMPANY AND SUBSIDIARIES

Consolidated Condensed Balance Sheets



 January 31,
2006

 October 31,
2005

 
 April 30,
2006

 October 31,
2005

 


 In millions, except par value
 
 In millions, except par value
 


 (Unaudited)
  
 
 (Unaudited)

  
 
ASSETSASSETS ASSETS 
Current assets:Current assets:     Current assets:     
Cash and cash equivalents $11,934 $13,911 Cash and cash equivalents $14,032 $13,911 
Short-term investments 12 18 Short-term investments 12 18 
Accounts receivable 8,679 9,903 Accounts receivable 9,783 9,903 
Financing receivables 2,542 2,551 Financing receivables 2,540 2,551 
Inventory 6,731 6,877 Inventory 6,768 6,877 
Other current assets 9,280 10,074 Other current assets 9,073 10,074 
 
 
   
 
 
 Total current assets 39,178 43,334  Total current assets 42,208 43,334 
 
 
   
 
 
Property, plant and equipmentProperty, plant and equipment 6,346 6,451 Property, plant and equipment 6,351 6,451 
Long-term financing receivables and other assetsLong-term financing receivables and other assets 8,316 7,502 Long-term financing receivables and other assets 8,194 7,502 
GoodwillGoodwill 16,839 16,441 Goodwill 16,809 16,441 
Purchased intangible assetsPurchased intangible assets 3,734 3,589 Purchased intangible assets 3,621 3,589 
 
 
   
 
 
Total assetsTotal assets $74,413 $77,317 Total assets $77,183 $77,317 
 
 
   
 
 

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES AND STOCKHOLDERS' EQUITY

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 
Current liabilities:Current liabilities:     Current liabilities:     
Notes payable and short-term borrowings $2,632 $1,831 Notes payable and short-term borrowings $2,609 $1,831 
Accounts payable 8,932 10,223 Accounts payable 10,077 10,223 
Employee compensation and benefits 1,923 2,343 Employee compensation and benefits 2,538 2,343 
Taxes on earnings 2,273 2,367 Taxes on earnings 1,906 2,367 
Deferred revenue 3,824 3,815 Deferred revenue 4,101 3,815 
Accrued restructuring 989 1,119 Accrued restructuring 872 1,119 
Other accrued liabilities 10,104 9,762 Other accrued liabilities 10,354 9,762 
 
 
   
 
 
 Total current liabilities 30,677 31,460  Total current liabilities 32,457 ��31,460 
 
 
   
 
 
Long-term debtLong-term debt 2,416 3,392 Long-term debt 2,406 3,392 
Other liabilitiesOther liabilities 5,514 5,289 Other liabilities 5,266 5,289 

Commitments and contingencies

Commitments and contingencies

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

Stockholders' equity:

Stockholders' equity:

 

 

 

 

 

Stockholders' equity:

 

 

 

 

 
Preferred stock, $0.01 par value (300 shares authorized; none issued)   Preferred stock, $0.01 par value (300 shares authorized; none issued)   
Common stock, $0.01 par value (9,600 shares authorized; 2,825 and 2,837 shares issued and outstanding, respectively) 28 28 Common stock, $0.01 par value (9,600 shares authorized; 2,802 and 2,837 shares issued and outstanding, respectively) 28 28 
Additional paid-in capital 20,394 20,490 Additional paid-in capital 19,751 20,490 
Prepaid stock repurchase (1,722)  Prepaid stock repurchase (1,490)  
Retained earnings 17,111 16,679 Retained earnings 18,793 16,679 
Accumulated other comprehensive loss (5) (21)Accumulated other comprehensive loss (28) (21)
 
 
   
 
 
 Total stockholders' equity 35,806 37,176  Total stockholders' equity 37,054 37,176 
 
 
   
 
 
Total liabilities and stockholders' equityTotal liabilities and stockholders' equity $74,413 $77,317 Total liabilities and stockholders' equity $77,183 $77,317 
 
 
   
 
 

The accompanying notes are an integral part of these Consolidated Condensed Financial Statements.



HEWLETT-PACKARD COMPANY AND SUBSIDIARIES

Consolidated Condensed Statements of Cash Flows

(Unaudited)



 Three months ended
January 31

 
 Six months ended
April 30

 


 2006
 2005
 
 2006
 2005
 


 In millions

 
 In millions

 
Cash flows from operating activities:Cash flows from operating activities:     Cash flows from operating activities:     
Net earnings $1,227 $943 Net earnings $3,126 $1,909 
Adjustments to reconcile net earnings to net cash provided by operating activities:     Adjustments to reconcile net earnings to net cash provided by operating activities:     
 Depreciation and amortization 563 612  Depreciation and amortization 1,159 1,211 
 Stock-based compensation expense 144 13  Stock-based compensation expense 268 44 
 Provision for bad debt and inventory 102 89  Provision for bad debt and inventory 139 135 
 Losses on investments 2 24  (Gains) losses on investments (4) 21 
 In-process research and development charges 50   In-process research and development charges 52  
 Restructuring charges 15 3  Restructuring charges 1 7 
 Deferred taxes on earnings 55 230  Deferred taxes on earnings 256 177 
 Excess tax benefit from stock-based compensation (65)   Excess tax benefit from stock-based compensation (123)  
 Other, net 77 (2) Other, net 105 (55)
 Changes in assets and liabilities:      Changes in assets and liabilities:     
 Accounts and financing receivables 1,193 1,598  Accounts and financing receivables 138 1,160 
 Inventory 89 (154) Inventory 4 454 
 Accounts payable (1,291) (1,143) Accounts payable (146) (794)
 Taxes on earnings (72) (281) Taxes on earnings (518) (359)
 Restructuring (162) (59) Restructuring (324) (84)
 Other assets and liabilities (81) (315) Other assets and liabilities 1,347 106 
 
 
   
 
 
 Net cash provided by operating activities 1,846 1,558  Net cash provided by operating activities 5,480 3,932 
 
 
   
 
 
Cash flows from investing activities:Cash flows from investing activities:     Cash flows from investing activities:     
Investment in property, plant and equipment (427) (575)Investment in property, plant and equipment (948) (1,141)
Proceeds from sale of property, plant and equipment 105 156 Proceeds from sale of property, plant and equipment 225 342 
Purchases of available-for-sale securities and other investments (13) (1,678)Purchases of available-for-sale securities and other investments (17) (1,703)
Maturities and sales of available-for-sale securities and other investments 21 1,693 Maturities and sales of available-for-sale securities and other investments 35 1,904 
Payments made in connection with business acquisitions, net (653) (7)Payments made in connection with business acquisitions, net (760) (332)
 
 
   
 
 
 Net cash used in investing activities (967) (411) Net cash used in investing activities (1,465) (930)
 
 
   
 
 
Cash flows from financing activities:Cash flows from financing activities:     Cash flows from financing activities:     
(Repayment) issuance of commercial paper and notes payable, net (68) 111 (Repayment) issuance of commercial paper and notes payable, net (109) 77 
Issuance of debt 81  Issuance of debt 83 3 
Payment of debt (231) (11)Payment of debt (249) (14)
Issuance of common stock under employee stock plans 647 262 Issuance of common stock under employee stock plans 1,154 352 
Repurchase of common stock (1,401) (637)Repurchase of common stock (2,721) (1,255)
Prepayment of common stock repurchases (1,722)  Prepayment of common stock repurchases (1,722)  
Excess tax benefit from stock-based compensation 65  Excess tax benefit from stock-based compensation 123  
Dividends (227) (233)Dividends (453) (466)
 
 
   
 
 
 Net cash used in financing activities (2,856) (508) Net cash used in financing activities (3,894) (1,303)
 
 
   
 
 
(Decrease) increase in cash and cash equivalents (1,977) 639 
Increase in cash and cash equivalentsIncrease in cash and cash equivalents 121 1,699 
Cash and cash equivalents at beginning of periodCash and cash equivalents at beginning of period 13,911 12,663 Cash and cash equivalents at beginning of period 13,911 12,663 
 
 
   
 
 
Cash and cash equivalents at end of periodCash and cash equivalents at end of period $11,934 $13,302 Cash and cash equivalents at end of period $14,032 $14,362 
 
 
   
 
 
Supplemental schedule of noncash financing activities:Supplemental schedule of noncash financing activities:     Supplemental schedule of noncash financing activities:     
Net issuances of restricted stock $17 $84 Net issuances of restricted stock $32 $119 
Issuance of options assumed in business acquisitions $7 $ Issuance of options assumed in business acquisitions $11  

The accompanying notes are an integral part of these Consolidated Condensed Financial Statements.



HEWLETT-PACKARD COMPANY AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements

(Unaudited)

Note 1: Basis of Presentation and Significant Accounting Policies

        In the opinion of management, the accompanying Consolidated Condensed Financial Statements of Hewlett-Packard Company and its consolidated subsidiaries ("HP") contain all adjustments, including normal recurring adjustments, necessary to present fairly HP's financial position as of January 31,April 30, 2006, and its results of operations for the three and six months ended April 30, 2006 and 2005, and its cash flows for the threesix months ended January 31,April 30, 2006 and 2005. The Consolidated Condensed Balance Sheet as of October 31, 2005 is derived from the October 31, 2005 audited financial statements. Certain reclassifications have been made to prior year amounts in order to conform to the current year presentation.

        The results of operations for the three and six months ended January 31,April 30, 2006 are not necessarily indicative of the results to be expected for the full year. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Quantitative and Qualitative Disclosures About Market Risk" and the Consolidated Financial Statements and notes thereto included in Items 7, 7A and 8, respectively, of the Hewlett-Packard Company Annual Report on Form 10-K for the fiscal year ended October 31, 2005.

        The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in HP's Consolidated Condensed Financial Statements and accompanying notes. Actual results could differ materially from those estimates.

        Effective November 1, 2005, HP adopted the fair value recognition provisions of Statement of Financial Accounting Standards ("SFAS") No. 123 (revised 2004), "Share-Based Payment" ("SFAS 123R"), using the modified prospective transition method and therefore has not restated results for prior periods. Under this transition method, stock-based compensation expense for the first quarter of fiscalthree and six months ended April 30, 2006 includes compensation expense for all stock-based compensation awards granted prior to, but not yet vested as of November 1, 2005, based on the grant dategrant-date fair value estimated in accordance with the original provision of SFAS No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123"). Stock-based compensation expense for all stock-based compensation awards granted after November 1, 2005 is based on the grant-date fair value estimated in accordance with the provisions of SFAS 123R. HP recognizes these compensation costs on a straight-line basis over the requisite service period of the award, which is generally the option vesting term of four years. Prior to the adoption of SFAS 123R, HP recognized stock-based compensation expense in accordance with Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25"). In March 2005, the Securities and Exchange Commission (the "SEC") issued Staff Accounting Bulletin No. 107 ("SAB 107") regarding the SEC's interpretation of SFAS 123R and the valuation of share-based payments for public companies. HP has applied the provisions of SAB 107 in its adoption of SFAS 123R. See Note 2 to the Consolidated Condensed Financial Statements for a further discussion on stock-based compensation.


        There have been no material changes to the recent pronouncements as previously reported in HP's Annual Report on Form 10-K for the fiscal year ended October 31, 2005.


Note 2: Stock-Based Compensation

        At January 31,April 30, 2006, HP has the following stock-based employee compensation plans as described below. The total compensation expense related to these plans was $144$124 million and $268 million, respectively, for the three and six months ended January 31,April 30, 2006. Prior to November 1, 2005, HP accounted for those plans under the recognition and measurement provisions of APB 25. Accordingly, HP generally recognized compensation expense only when it granted options with a discounted exercise price. Any resulting compensation expense was recognized ratably over the associated service period, which was generally the option vesting term.

        Prior to November 1, 2005, HP provided pro forma disclosure amounts in accordance with SFAS No. 148, "Accounting for Stock-Based Compensation—Transition and Disclosure" ("SFAS 148"), as if the fair value method defined by SFAS 123 had been applied to its stock-based compensation.

        Effective November 1, 2005, HP adopted the fair value recognition provisions of SFAS 123R, using the modified prospective transition method and therefore has not restated prior periods' results. Under this transition method, stock-based compensation expense for the first quartersix months of fiscal 2006 included compensation expense for all stock-based compensation awards granted prior to, but not yet vested as of, November 1, 2005, based on the grant dategrant-date fair value estimated in accordance with the original provisions of SFAS 123. Stock-based compensation expense for all share-based payment awards granted after November 1, 2005 is based on the grant-date fair value estimated in accordance with the provisions of SFAS 123R. HP recognizes these compensation costs net of aan estimated forfeiture rate and recognizes the compensation costs for only those shares expected to vest on a straight-line basis over the requisite service period of the award, which is generally the option vesting term of four years. HP estimated the forfeiture rate for the first quartersix months of fiscal 2006 based on its historical experience during the preceding four fiscal years.

        As a result of adopting SFAS 123R, the impact to the Consolidated Condensed Financial Statementsincome before income taxes for the three and six months ended January 31,April 30, 2006 for income before income taxeswas $103 million and $222 million lower, respectively, and net income for the three and six months ended January 31,April 30, 2006 was $119$70 million and $85$155 million lower, respectively, than if we had continued to account for stock-based compensation under APB 25. The impact on both basic and diluted earnings per share for the three months ended January 31,April 30, 2006 was $0.03$0.02 per share.share and the impact on basic and diluted earnings per share for the six months ended April 30, 2006 was $0.06 per share and $0.05 per share, respectively. In addition, prior to the adoption of SFAS 123R, HP presented the tax benefit of stock option exercises as operating cash flows. Upon the adoption of SFAS 123R, tax benefits resulting from tax deductions in excess of the tax benefit related to compensation cost recognized for those options are classified as financing cash flows.



        The pro forma table below reflects net earnings and basic and diluted net earnings per share for the first quarter of fiscalthree and six months ended April 30, 2005, had HP applied the fair value recognition provisions of SFAS 123, as follows:

 
 Three months ended,
January 31, 2005

 
 
 In millions, except
per share amounts

 
Net earnings, as reported $943 
Add: Stock-based compensation included in reported net earnings, net of related tax effects  11 
Less: Stock-based compensation expense determined under the fair-value-based method for all awards, net of related tax effects  (151)
  
 
Pro forma net earnings $803 
  
 
Basic net earnings per share:    
As reported $0.32 
Pro forma $0.28 
Diluted net earnings per share:    
As reported $0.32 
Pro forma $0.28 
 
 Three months
ended
April 30, 2005

 Six months
ended
April 30, 2005

 
 
 In millions, except
per share amounts

 
Net earnings, as reported $966 $1,909 
Add: stock-based compensation included in reported net earnings, net of related tax effects  19  30 
Less: stock-based compensation expense determined under the fair-value based method for all awards, net of related tax effects  (132) (283)
  
 
 
Pro forma net earnings $853 $1,656 
  
 
 
Basic net earnings per share:       
 As reported $0.33 $0.66 
 Pro forma $0.30 $0.57 
Diluted net earnings per share:       
 As reported $0.33 $0.65 
 Pro forma $0.29 $0.57 

Employee Stock Purchase Plan

        HP sponsors the Hewlett-Packard Company 2000 Employee Stock Purchase Plan, also known as the Share Ownership Plan (the "ESPP"), pursuant to which eligible employees may contribute up to 10% of base compensation, subject to certain income limits, to purchase shares of HP's common stock. Prior to November 1, 2005, employees were able to purchase stock semi-annually at a price equal to 85% of the fair market value at certain plan-defined dates. As of November 1, 2005, HP changed the ESPP such that employees will purchase stock semi-annually at a price equal to 85% of the fair market value on the purchase date. Since the price of the shares is now determined at the purchase date and there is no longer a look-back period, HP recognizes the expense based on the 15% discount at purchase. For the first quarter of fiscalthree and six months ended April 30, 2006, ESPP compensation expense was $18$7 million and $25 million, net of tax.tax, respectively.

Incentive Compensation Plans

        HP stock option plans include principal plans adopted in 2004, 2000, 1995 and 1990 ("principal option plans"), as well as various stock option plans assumed through acquisitions under which stock options are outstanding. All regular employees were eligible to receive stock options in the first quartersix months of fiscal 2006. Options granted under the principal option plans are generally non-qualified stock options but the principal option plans permit some options granted to qualify as "incentive stock options" under the U.S. Internal Revenue Code. The exercise price of a stock option generally is equal to the fair market value of HP's common stock on the option grant date.grant-date. The contractual term of options granted since fiscal 2003 is generally eight years, while the contractual term of options granted



prior to fiscal 2003 is generally ten years. Under the principal option plans, HP may choose, in certain



cases, to establish a discounted exercise price at no less than 75% of fair market value on the grant date. HP has not granted any discounted options since fiscal 2003.

        Under the principal option plans, HP granted certain employees cash, restricted stock awards, or both. Restricted stock awards are nonvested stock awards that may include grants of restricted stock or grants of restricted stock units. Cash and restricted stock awards are independent of option grants and are generally subject to forfeiture if employment terminates prior to the release of the restrictions. Such awards generally vest one to three years from the date of grant. During that period, ownership of the shares cannot be transferred. Restricted stock has the same cash dividend and voting rights as other common stock and is considered to be currently issued and outstanding. Restricted stock units have dividend equivalent rights equal to the cash dividend paid on restricted stock. Restricted stock units do not have the voting rights of common stock, and the shares underlying the restricted stock units are not considered issued and outstanding. HP expenses the cost of the restricted stock awards, which is determined to be the fair market value of the shares at the date of grant, ratably over the period during which the restrictions lapse.

        In light of new accounting guidance under SFAS 123R, beginning in the second quarter of fiscal 2005 HP reevaluated its assumptions used in estimating the fair value of employee options granted. As part of this assessment, management determined that implied volatility calculated based on actively traded options on HP common stock is a better indicator of expected volatility and future stock price trends than historical volatility. Therefore, expected volatility for the quarterthree and six months ended January 31,April 30, 2006 and 2005 was based on a market-based implied volatility.

        As part of its SFAS 123R adoption, HP also examined its historical pattern of option exercises in an effort to determine if there were any discernable activity patterns based on certain employee populations. From this analysis, HP identified three employee populations. HP used the Black-Scholes option pricing model to value the options for each of the employee populations. The table below presents the weighted average expected life in months of the three identified employee populations. The expected life computation is based on historical exercise patterns and post-vesting termination behavior within each of the three populations identified. The interest rate for periods within the contractual life of the award is based on the U.S. Treasury yield curve in effect at the time of grant.

        The fair value of share-based payment awards was estimated using the Black-Scholes option pricing model with the following assumptions and weighted average fair values as follows:values:


 Stock Options(1)
 ESPP
  Stock Options(1)
 ESPP
 

 Three months ended
January 31

 Three months ended
January 31

  Three months ended
April 30

 Three months ended
April 30

 

 2006
 2005
 2005
  2006
 2005
 2005
 
Weighted average fair value of grants $9.28 $5.29 $5.67  $9.66 $5.62 $5.67 
Risk-free interest rate 4.31% 3.49% 2.20% 4.64% 3.94% 2.20%
Dividend yield 1.02% 1.6% 1.7% 0.96% 1.50% 1.71%
Expected volatility 29% 30% 30% 27% 28% 30%
Expected life in months 57 54 6  57 54 6 

 
 Stock Options(1)
 ESPP
 
 
 Six months ended
April 30

 Six months ended
April 30

 
 
 2006
 2005
 2005
 
Weighted average fair value of grants $9.29 $5.61 $5.67 
Risk-free interest rate  4.32% 3.93% 2.20%
Dividend yield  1.02% 1.50% 1.71%
Expected volatility  29% 28% 30%
Expected life in months  57  54  6 

(1)
The fair value calculation was based on stock options granted during the period.

        Option activity under the principal option plans as of January 31,April 30, 2006 and changes during the threesix months ended January 31,April 30, 2006 were as follows:


 Shares
(in thousands)

 Weighted-
Average
Exercise
Price

 Weighted-
Average
Remaining
Contractual
Term
(in years)

 Aggregate
Intrinsic
Value
(in millions)

 Shares
(in thousands)

 Weighted-
Average
Exercise
Price

 Weighted-
Average
Remaining
Contractual
Term
(in years)

 Aggregate
Intrinsic
Value
(in millions)

Outstanding at October 31, 2005 531,233 $30     531,233 $30    
Granted and assumed through acquisitions 47,781 31     49,678 31    
Exercised (23,652) 20     (46,588) 21    
Forfeited/cancelled/expired (11,274) 37     (23,592) 39    
 
       
      
Outstanding at January 31, 2006 544,088 30 4.9 $3,179
Outstanding at April 30, 2006 510,731 30 5.1 $3,414
 
       
      
Vested and expected to vest at January 31, 2006 530,960 30 4.9 $3,076
Vested and expected to vest at April 30, 2006 500,640 30 5.1 $3,335
 
       
      
Exercisable at January 31, 2006 369,043 $33 4.6 $1,810
Exercisable at April 30, 2006 376,188 $32 4.5 $2,362
 
       
      

        The aggregate intrinsic value in the table above represents the total pretaxpre-tax intrinsic value (the difference between HP's closing stock price on the last trading day of the firstsecond quarter of fiscal 2006 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on January 31,April 30, 2006. This amount changes based on the fair market value of HP's stock. Total intrinsic value of options exercised for the three and six months ended January 31,April 30, 2006 was $235 million.$256 million and $491 million, respectively. Total fair value of options vested and expensed for the three and six months ended April 30, 2006 was $67$63 million and $130 million, net of tax, for the three months ended January 31, 2006.respectively.

        As of January 31,April 30, 2006, $909$828 million of total unrecognized compensation cost related to stock options is expected to be recognized over a weighted-average period of 2.822.77 years.

        Cash received from option exercises and purchases under the ESPP for the first three and six months ended January 31,April 30, 2006 was $647 million.$507 million and $1,154 million, respectively. The actual tax benefit realized for the tax deduction from option exercises of the share-based payment awards totaled $105 million for the three and six months ended January 31, 2006.April 30, 2006 totaled $95 million and $200 million, respectively.



        Nonvested restricted stock awards as of January 31,April 30, 2006 and changes during the threesix months ended January 31,April 30, 2006 were as follows:

 
 Number of
shares
(in thousands)

 Weighted-
Average Grant
Date Fair Value

Nonvested at October 31, 2005 8,869 $21
Granted 594 $31
Vested (1,916)$21
Forfeited (871)$21
  
   
Nonvested at January 31, 2006 6,676 $22
  
   

 
 Shares
(in thousands)

 Weighted-
Average Grant
Date Fair Value

Nonvested at October 31, 2005 8,869 $21
Granted 1,138 $32
Vested (2,245)$21
Forfeited (1,157)$21
  
   
Nonvested at April 30, 2006 6,605 $23
  
   

        As of January 31,April 30, 2006, there was $113$112 million unrecognized stock-based compensation expense related to nonvested restricted stock awards. That cost is expected to be recognized over a weighted-average period of 1.931.88 years.

        In the first three and six months ended April 30, 2006, HP recorded $15 million and $31 million, respectively, of fiscal 2006stock-based compensation expense, net of tax, relating to options assumed through acquisitions and fiscalwith discounted exercise prices. In the three and six months ended April 30, 2005, HP recorded $16$19 million and $11$30 million, respectively, of stock-based compensation expense, net of tax, relating to options assumed through acquisitions and with discounted exercise prices. For the first three and six months ended January 31,April 30, 2006, stock-based compensation expense related to the ESPP and the principal option plans under SFAS 123R was allocated as follows:


 Three Months
Ended
January 31, 2006

  Three months
ended
April 30, 2006

 Six months
ended
April 30, 2006

 

 In millions

  In millions

 
Cost of sales $39  $33 $72 
Research and development 18  15 33 
Selling, general and administrative 87  76 163 
 
  
 
 
Stock-based compensation expense before income taxes 144  124 268 
Income tax benefit (43) (39) (82)
 
  
 
 
Total stock-based compensation expense after income taxes $101  $85 $186 
 
  
 
 

Note 3: Net Earnings Per Share ("EPS")

        HP's basic EPS is calculated using net earnings and the weighted-average number of shares outstanding during the reporting period. Diluted EPS includes the effect from potential issuance of common stock, such as stock issuable pursuant to the exercise of stock options and the assumed conversion of convertible notes.



        The reconciliation of the numerators and denominators of the basic and diluted EPS calculations was as follows:



 Three months ended
January 31


 Three months ended
April 30

 Six months ended
April 30



 2006
 2005

 2006
 2005
 2006
 2005


 In millions, except
per share amounts


 In millions, except per share amounts

Numerator:Numerator:    Numerator:        
Net earnings $1,227 $943Net earnings $1,899 $966 $3,126 $1,909
Adjustment for interest expense on zero-coupon subordinated convertible notes, net of taxes 2 2Adjustment for interest expense on zero-coupon subordinated convertible notes, net of taxes 2 2 4 4
 
 
 
 
 
 
Net earnings, adjusted $1,229 $945Net earnings, adjusted $1,901 $968 $3,130 $1,913
 
 
 
 
 
 

Denominator:

Denominator:

 

 

 

 

Denominator:

 

 

 

 

 

 

 

 
Weighted-average shares used to compute basic EPS 2,822 2,908Weighted-average shares used to compute basic EPS 2,809 2,886 2,815 2,897
Effect of dilutive securities:    Effect of dilutive securities:        
 Dilution from employee stock plans 64 20 Dilution from employee stock plans 71 23 67 21
 Zero-coupon subordinated convertible notes 7 8 Zero-coupon subordinated convertible notes 7 8 8 8
 
 
 
 
 
 
Dilutive potential common shares 71 28Dilutive potential common shares 78 31 75 29
 
 
 
 
 
 
Weighted-average shares used to compute diluted EPS 2,893 2,936Weighted-average shares used to compute diluted EPS 2,887 2,917 2,890 2,926
 
 
 
 
 
 

Net earnings per share:

Net earnings per share:

 

 

 

 

Net earnings per share:

 

 

 

 

 

 

 

 
Basic $0.43 $0.32Basic $0.68 $0.33 $1.11 $0.66
Diluted $0.42 $0.32Diluted $0.66 $0.33 $1.08 $0.65

        InFor the firstsecond quarter of fiscal 2006 and 2005, HP excluded options to purchase approximately 223139 million shares and 316466 million shares, respectively, from the calculation of diluted EPS because the effect was antidilutive. For the first six months of fiscal 2006 and 2005, HP excluded options to purchase approximately 184 million shares and 468 million shares, respectively, from the calculation of diluted EPS because the effect was antidilutive. Stock options are antidilutive when the exercise price of the options is greater than the average market price of the common shares for the period.


Note 4: Balance Sheet Details

        Balance sheet details were as follows:

 
 January 31,
2006

 October 31,
2005

 
 
 In millions

 
Accounts receivable $8,877 $10,130 
Allowance for doubtful accounts  (198) (227)
  
 
 
  $8,679 $9,903 
  
 
 
Financing receivables $2,594 $2,608 
Allowance for doubtful accounts  (52) (57)
  
 
 
  $2,542 $2,551 
  
 
 

 
 April 30,
2006

 October 31,
2005

 
 
 In millions

 
Accounts receivable $9,980 $10,130 
Allowance for doubtful accounts  (197) (227)
  
 
 
  $9,783 $9,903 
  
 
 
Financing receivables $2,588 $2,608 
Allowance for doubtful accounts  (48) (57)
  
 
 
  $2,540 $2,551 
  
 
 

        HP has revolving trade receivables-based facilities permitting it to sell certain trade receivables to third partiesthird-parties on a non-recourse basis. The aggregate maximum capacity under these programs was approximately $1.2 billion as of January 31,April 30, 2006. The facility with the largest volume is one that is subject to a maximum amount of 525 million euros, or approximately $638$663 million (the "Euro Program"). HP sold trade receivables of approximately $2.1$2.2 billion during the first three monthshalf of fiscal 2006, including approximately $1.4$1.6 billion under the Euro Program. Fees associated with these facilities generally do not differ materially from the cash discounts offered to these customers under the previous alternative prompt payment programs. As of January 31,April 30, 2006, there was approximately $532$509 million available under these programs, of which $386$311 million relatesrelated to the Euro Program.


 January 31,
2006

 October 31,
2005

 April 30,
2006

 October 31,
2005


 In millions

 In millions

Finished goods $4,725 $4,940 $4,745 $4,940
Purchased parts and fabricated assemblies 2,006 1,937 2,023 1,937
 
 
 
 
 $6,731 $6,877 $6,768 $6,877
 
 
 
 

Note 5: Acquisitions

Peregrine

        On December 19, 2005, HP acquired the outstanding shares of Peregrine Systems, Inc. ("Peregrine") in a cash merger for $26.08 per share. The purchase price was approximately $588$489 million, consisting of $442 million of cash paid, which includes direct transaction costs, as well as certain liabilities recorded in connection with the transaction. The acquisition of Peregrine is intended to add key asset and service management components to the HP OpenView portfolio, a distributed management software suite for business operations and IT. In connection with this acquisition, HP recorded approximately $393$294 million of goodwill and $162 million of amortizable intangible assets. HP



also expensed $34 million for in- processin-process research and development ("IPR&D"). HP is amortizing the purchased intangibles, principally customer relationships and developed technology, on a straight-line basis over their estimated useful lives ranging from five to six years.

Other acquisitionsAcquisitions

        HP also completed threefour other acquisitions during the first quartersix months of fiscal 2006. Total consideration for these acquisitions was approximately $267$393 million, which includes direct transaction costs. The largest of these transactions was the acquisition of substantially all of the assets of Scitex Vision Ltd ("Scitex"). The Scitex asset acquisition is expected to expand HP's leadership in printing into the industrial wide-format market.

        HP recorded approximately $67$153 million of goodwill and $130$168 million of purchased intangibles in connection with these other acquisitions. HP also recorded approximately $16$18 million of IPR&D related to these acquisitions in the first quartersix months of fiscal 2006.



        HP has included the results of operations of these transactions prospectively from the respective date of the transaction. HP has not presented the pro forma results of operations of the acquired businesses because the results are not material to HP's results of operations on either an individual or an aggregate basis.

        In February 2006, HP completed its acquisition of OuterBay Technologies, Inc, a private company that sells database archiving software.

Note 6: Goodwill and Purchased Intangible Assets

        Goodwill allocated to HP's business segments as of January 31,April 30, 2006 and changes in the carrying amount of goodwill for the threesix months ended January 31,April 30, 2006 were as follows:


 HP
Services

 Enterprise
Storage
and
Servers

 Software
 Personal
Systems
Group

 Imaging
and
Printing
Group

 HP
Financial
Services

 Total
  HP
Services

 Enterprise
Storage
and
Servers

 Software
 Personal
Systems
Group

 Imaging
and
Printing
Group

 HP
Financial
Services

 Total
 

 In millions

  In millions

 
Balance at October 31, 2005 $6,360 $5,077 $748 $2,335 $1,769 $152 $16,441  $6,360 $5,077 $748 $2,335 $1,769 $152 $16,441 
Goodwill acquired during the period      404    56    460     79  305    63    447 
Goodwill adjustments  (26) (17) (2) (11) (5) (1) (62)  (32) (31) (3) (13) 1  (1) (79)
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
Balance at January 31, 2006 $6,334 $5,060 $1,150 $2,324 $1,820 $151 $16,839 
Balance at April 30, 2006 $6,328 $5,125 $1,050 $2,322 $1,833 $151 $16,809 
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 

        The goodwill adjustments for acquisitions made, as shown above, relate primarily to revisions of acquisition-related tax estimates for all acquisitions and the reduction of a restructuring liability associated with fiscal 2002 and 2001 restructuring plans of Compaq Computer Corporation ("Compaq") prior to its acquisition by HP. These reductions resulted from adjusting original estimates to actual costs incurred at various locations throughout the world.



        HP's purchased intangible assets associated with completed acquisitions are composed of:

 
 January 31, 2006
 October 31, 2005
 
 Gross
 Accumulated
Amortization

 Net
 Gross
 Accumulated
Amortization

 Net
 
 In millions

Customer contracts, customer lists and distribution agreements $2,550 $(1,049)$1,501 $2,401 $(972)$1,429
Developed and core technology and patents  1,889  (1,106) 783  1,750  (1,040) 710
Product trademarks  98  (70) 28  94  (66) 28
  
 
 
 
 
 
Total amortizable purchased intangible assets  4,537  (2,225) 2,312  4,245  (2,078) 2,167
Compaq trade name  1,422    1,422  1,422    1,422
  
 
 
 
 
 
Total purchased intangible assets $5,959 $(2,225)$3,734 $5,667 $(2,078)$3,589
  
 
 
 
 
 

 
 April 30, 2006
 October 31, 2005
 
 Gross
 Accumulated
Amortization

 Net
 Gross
 Accumulated
Amortization

 Net
 
 In millions

Customer contracts, customer lists and distribution agreements $2,559 $(1,127)$1,432 $2,401 $(972)$1,429
Developed and core technology and patents  1,918  (1,174) 744  1,750  (1,040) 710
Product trademarks  98  (75) 23  94  (66) 28
  
 
 
 
 
 
Total amortizable purchased intangible assets  4,575  (2,376) 2,199  4,245  (2,078) 2,167
Compaq trade name  1,422    1,422  1,422    1,422
  
 
 
 
 
 
Total purchased intangible assets $5,997 $(2,376)$3,621 $5,667 $(2,078)$3,589
  
 
 
 
 
 

        Estimated future amortization expense related to finite-lived purchased intangible assets at January 31,April 30, 2006 is as follows:

Fiscal year:

 In millions
 In millions
2006 (remaining 9 months) $441
2006 (remaining 6 months) $296
2007 527 536
2008 462 472
2009 382 391
2010 283 287
Thereafter 217 217
 
 
Total $2,312 $2,199
 
 

Note 7: Restructuring Charges and Workforce Rebalancing

        In the fourth quarter of fiscal 2005, HP's Board of Directors approved a restructuring plan recommended by its chief executive officer and senior management that was designed to simplify HP's structure, reduce costs and place greater focus on its customers. Under the plan, approximately 15,300 employees leftpositions have been eliminated or are expected to leave HPbe eliminated through the first quarter of fiscal 2007. The initial charge for these actions totaled $1.6 billion. HP expects to record an additional charge of $20$13 million in connection with this plan. DuringFor the three and six months ended January 31,April 30, 2006, HP recognized $10charges of approximately $20 million in chargesand $30 million, respectively, relating to employee severance and other benefits charges. During the second quarter and first six months of fiscal 2006, these charges were offset by a $13$4 million and a $17 million curtailment gain, respectively, from the U.S. retiree medical program.program, and a $37 million settlement gain from the U.S. pension plans.

        The fourth quarter charge includesincluded approximately $400 million related to employee severance and other benefits associated with the early retirement of 3,200 U.S. employees who left HP by



October 31, 2005. The majority of these costs will bewere funded by HP's pension plan assets. The remaining charges of approximately $1.2 billion, which include approximately $100 million of non-cash stock compensation, arewere related to severance and other benefits for 11,80012,000 employees. Pursuant to the plan, approximately 6,500 employees left HP1,600 positions were eliminated during the quarter, bringing the total to 8,100 as of January 31,April 30, 2006, and the remaining 8,500 employees,majority of the 7,100 positions, as well as an additional 300 employees,100 positions for which the accrual criteria have not been met as of January 31,April 30, 2006, are expected to leave throughbe eliminated by the first quarterend of fiscal 2007.2006. HP expects to pay out the majority of the costs relating to severance and other employee benefits duringbefore the end of fiscal 2006.2007.

        In the third quarter of fiscal 2005, HP's management approved a restructuring plan, and HP recorded restructuring charges of $109 million related to severance and related costs associated with the termination of approximately 1,450 employees, all of whom left HP as of October 31, 2005. Of the initial restructuring amount, HP has paid substantially all of it as of January 31,April 30, 2006.

        In addition to the restructuring activities described above, HP incurred approximately $60$177 million duringand $236 million, respectively, for the fiscal quarter of fiscal 2005 in workforce rebalancing charges resulting from actions taken by certain business segments for severancethree and related costs. Workforce rebalancing costs are included in


the segment results. During the six months ended April 30, 2005, HP recorded $236 million ofin workforce rebalancing charges within certain business segments, primarily for severance and related costs. As a result of these workforce rebalancing actions, approximately 3,000 employees left HP as of October 31, 2005. HP expects to pay out the remaining severance and other employee benefits of $18 million during fiscal 2006.

        During fiscal 2003, HP's management approvedIn the three and implemented plans to restructure certainsix months ended April 30, 2006, HP recorded adjustments of its operations with the intent of better managing HP's cost structure and aligning certain of its operations more effectively with then current business conditions. The initial charge for these actions totaled $752$7 million and included $639$2 million, relatedrespectively, to reduce severance and other employee benefits for workforce reductions, $42 million for vacating duplicative facilities (leased or owned) and contract termination costs, and asset impairments of $71 million associated with the identification of duplicative assets and facilities (leased or owned) related to the acquisition of Compaq. In the first quarter ended January 31, 2006, HP recorded $5 million in additional restructuring charges. These charges pertained to other related restructuring adjustments to the fiscal 2003 restructuring plans.

        HP included original estimates of 9,000 employees across many regions and job classes in the fiscal 2003 workforce reduction plans. Subsequent to the initial estimate, HP reduced the number of employees to be terminated under the fiscal 2003 restructuring plans by 600 employees. As of January 31, 2006, substantially all of the 8,400 employees had been terminated, had been placed in workforce reduction programs or had retired. HP expects to pay out the majority of the remaining severance and other employee benefits of $11$9 million during fiscal 2006. HP anticipates the remaining costs of vacating duplicative facilities of $12$5 million to be substantially settled by the end of fiscal 2006.

        On May 3, 2002, HP acquired Compaq. At that time, both HP and Compaq had restructuring liabilities for 2001 restructuring plans, of which $3 million and $48 million, respectively, remained at January 31, 2006. Restructuring plans established in 2002 in connection with the Compaq acquisition resulted in additional restructuring liabilities aggregating $2.8 billion. Of this amount, HP recorded an aggregate $1.9 billion as restructuring charges during fiscal 2002, 2003 and 2004, while HP recorded $960 million as of the acquisition date as part of the Compaq purchase price allocation. At January 31, 2006, the remaining restructuring liabilities for the HP- and Compaq-related 2002 restructuring plans were $8 million and $61 million, respectively. The 2001 and 2002 restructuring plans are substantially complete, although HP records minor revisions to previous estimates as necessary. In the first quarterthree and six months ended January 31,April 30, 2006, HP recorded additional adjustments of $13$14 million additional restructuring charges.and $27 million, respectively. These chargesadjustments pertained to severance and other related restructuring adjustments to the fiscal 2002 and 2001 restructuring plans.adjustments. In addition, an adjustment for the threesix months ended January 31,April 30, 2006 includes a $10$14 million reduction of goodwill pertaining to severance and other related restructuring true-ups. The aggregate $120$117 million restructuring liability on these plans as of January 31,April 30, 2006 relates primarily to facility lease obligations.obligations and severance. HP expects to pay out these obligations over the life of the related obligations, which extend to the end of fiscal 2010.


Summary of Restructuring Plans

        The activity in the accrued restructuring balances related to all of the plans described above for the three and six months ended January 31,April 30, 2006 was as follows:

 
  
  
  
  
  
  
 As of January 31, 2006
 
  
 Three months
ended
January 31,
2006 charges
(reversals)

  
  
  
  
 
 Balance,
October 31,
2005

 Goodwill
adjustments

 Cash
payments

 Non-cash
settlements
and other
adjustments

 Balance,
January 31,
2006

 Total
costs and
adjustments
to date

 Total
expected
costs and
adjustments

 
 In millions

Fiscal 2005 plans:                        
 Employee severance and other benefits charges (by segment)                        
  Enterprise Storage and Servers                   $106 $106
  HP Services                    555  555
  Software                    39  39
  Personal Systems Group                    61  61
  Imaging and Printing Group                    175  175
  HP Financial Services                    31  31
  Other infrastructure    $(3)             704  724
     
             
 
 Total employee severance and other benefits $1,044 $(3)$ $(144)$20 $917 $1,671 $1,691

Fiscal 2003 plans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
 Employee severance and other benefits charges (by segment and other):                        
  Enterprise Storage and Servers                   $153 $153
  HP Services                    349  349
  Software                    13  13
  Personal Systems Group                    42  42
  Other infrastructure                    79  79
                    
 
 Employee severance and other benefits $14 $ $ $(3)$ $11 $636 $636
 Infrastructure—asset impairments              74  74
 Infrastructure—other related restructuring activities  10  5    (3)   12  74  74
  
 
 
 
 
 
 
 
 Total 2003 Plan $24 $5 $ $(6)$ $23 $784 $784

Fiscal 2002 and 2001 plans

 

 

124

 

 

13

 

 

(10

)

 

(12

)

 

5

 

 

120

 

 

3,294

 

 

3,294
  
 
 
 
 
 
 
 
Total restructuring plans $1,192 $15 $(10)$(162)$25 $1,060 $5,749 $5,769
  
 
 
 
 
 
 
 

        At January 31, 2006 and October 31, 2005, HP included the long-term portion of the restructuring liability of $71 million and $73 million, respectively, in Other Liabilities in the accompanying Consolidated Condensed Balance Sheets.

 
  
  
  
  
  
  
  
 As of April 30, 2006
 
  
 Three months
ended
April 30,
2006 charges
(reversals)

 Six months
ended
April 30,
2006 charges
(reversals)

  
  
  
  
 
 Balance,
October 31,
2005

 Goodwill
adjustments

 Cash
payments

 Non-cash
settlements
and other
adjustments

 Balance,
April 30,
2006

 Total
costs and
adjustments
to date

 Total
expected
costs and
adjustments

 
 In millions

Fiscal 2005 plans:                           
 Employee severance and other benefits charges (by segment)                           
  Enterprise Storage and Servers    $34 $34             $140 $145
  HP Services     13  13              568  571
  Software     7  7              46  47
  Personal Systems Group     (9) (9)             52  52
  Imaging and Printing Group     (35) (35)             140  140
  HP Financial Services                     31  31
  Other infrastructure     (31) (34)             673  677
     
 
             
 
 Total employee severance and other benefits $1,044 $(21)$(24)$ $(291)$78 $807 $1,650 $1,663
Fiscal 2003 plans:                           
 Employee severance and other benefits charges (by segment and other):                           
  Enterprise Storage and Servers                      $153 $153
  HP Services                       349  349
  Software                       13  13
  Personal Systems Group                       42  42
  Other infrastructure                       77  77
                       
 
 Employee severance and other benefits $14 $(2)$(2)$ $(3)$ $9 $634 $634
 Infrastructure—asset impairments                74  74
 Infrastructure—other related restructuring activities  10  (5)     (5)   5  69  69
  
 
 
 
 
 
 
 
 
 Total 2003 Plan $24 $(7)$(2)$ $(8)$ $14 $777 $777
Fiscal 2002 and 2001 plans  124  14  27  (14) (25) 5  117  3,294  3,294
  
 
 
 
 
 
 
 
 
Total restructuring plans $1,192 $(14)$1 $(14)$(324)$83 $938 $5,721 $5,734
  
 
 
 
 
 
 
 
 

Note 8: Financing Receivables and Operating Leases

        Financing receivables represent sales-type and direct-financing leases resulting from the marketing of HP products and complementary third-party products. These receivables typically have terms from two to five years and are usually collateralized by a security interest in the underlying assets. Financing receivables also include billed receivables from operating leases. The components of net financing



receivables, which are included in financing receivables and long-term financing receivables and other assets, were as follows:



 January 31,
2006

 October 31,
2005

 
 April 30,
2006

 October 31,
2005

 


 In millions

 
 In millions

 
Minimum lease payments receivableMinimum lease payments receivable $5,114 $5,018 Minimum lease payments receivable $5,066 $5,018 
Allowance for doubtful accountsAllowance for doubtful accounts (103) (111)Allowance for doubtful accounts (92) (111)
Unguaranteed residual valueUnguaranteed residual value 285 301 Unguaranteed residual value 289 301 
Unearned incomeUnearned income (422) (411)Unearned income (422) (411)
 
 
   
 
 
Financing receivables, net 4,874 4,797 Financing receivables, net 4,841 4,797 
Less current portionLess current portion (2,542) (2,551)Less current portion (2,540) (2,551)
 
 
   
 
 
Amounts due after one year, netAmounts due after one year, net $2,332 $2,246 Amounts due after one year, net $2,301 $2,246 
 
 
   
 
 

        Gross equipment leased to customers under operating leases was $2.0 billion at January 31,April 30, 2006 and $1.9 billion at October 31, 2005 and is included in machinery and equipment. Accumulated depreciation on equipment under lease was $0.6$0.7 billion at January 31,April 30, 2006 and $0.6 billion at October 31, 2005.

Note 9: Guarantees

        In the ordinary course of business, HP enters into contractual arrangements under which HP may agree to indemnify the third partythird-party to such arrangement from any losses incurred relating to the services they perform on behalf of HP or for losses arising from certain events as defined within the particular contract, which may include, for example, litigation or claims relating to past performance. Such indemnification obligations may not be subject to maximum loss clauses. Historically, payments made related to these indemnifications have been immaterial.

        HP provides for the estimated cost of product warranties at the time it recognizes revenue. HP engages in extensive product quality programs and processes, including actively monitoring and evaluating the quality of its component suppliers; however, product warranty terms offered to customers, ongoing product failure rates, material usage and service delivery costs incurred in correcting a product failure, as well as specific product class failures outside of HP's baseline experience, affect the estimated warranty obligation. If actual product failure rates, material usage or service delivery costs differ from estimates, revisions to the estimated warranty liability would be required.


        The changes in HP's aggregate product warranty liability are as follows:


 In millions
  In millions
 
Product warranty liability at October 31, 2005 $2,172  $2,172 
Accruals for warranties issued 634  1,279 
Adjustments related to pre-existing warranties (including changes in estimates) 14  3 
Settlements made (in cash or in kind) (598) (1,197)
 
  
 
Product warranty liability at January 31, 2006 $2,222 
Product warranty liability at April 30, 2006 $2,257 
 
  
 

        The components of deferred revenue are as follows:



 January 31,
2006

 October 31,
2005


 April 30,
2006

 October 31,
2005



 In millions


 In millions

Deferred support contract services revenueDeferred support contract services revenue $3,214 $3,188Deferred support contract services revenue $3,435 $3,188
Other deferred revenueOther deferred revenue 2,129 1,958Other deferred revenue 2,221 1,958
 
 
 
 
Total deferred revenue 5,343 5,146Total deferred revenue 5,656 5,146
Less current portionLess current portion 3,824 3,815Less current portion 4,101 3,815
 
 
 
 
Long-term deferred revenueLong-term deferred revenue $1,519 $1,331Long-term deferred revenue $1,555 $1,331
 
 
 
 

        Deferred support contract services revenue represents amounts received or billed in advance primarily for fixed-price support or maintenance contracts. These services include stand-alone product support packages, routine maintenance service contracts, upgrades or extensions to standard product warranty, as well as high availability services for complex, global, networked, multi-vendor environments. These service amounts are deferred at the time the customer is billed and then recognized ratably over the contract life or as the services are rendered.

        Other deferred revenue represents amounts received or billed in advance for contracts related primarily to consulting and integration projects, managed services start-up or transition work, as well as minor amounts for training and product sales.


Note 10: Borrowings

        Notes payable and short-term borrowings, including the current portion of long-term debt, were as follows:


 January 31,
2006

 October 31,
2005

  April 30, 2006
 October 31, 2005
 

 Amount
Outstanding

 Weighted
Average
Interest Rate

 Amount
Outstanding

 Weighted
Average
Interest Rate

  Amount
Outstanding

 Weighted
Average
Interest Rate

 Amount
Outstanding

 Weighted
Average
Interest Rate

 

 In millions

  In millions

 
Current portion of long-term debt $2,021 5.4%$1,182 4.8% $2,039 5.4%$1,182 4.8%
Commercial paper  188 3.1% 208 2.6%  131 4.3% 208 2.6%
Notes payable to banks, lines of credit and other  423 4.1% 441 3.9%  439 4.2% 441 3.9%
 
   
    
   
   
 $2,632   $1,831    $2,609   $1,831   
 
   
    
   
   

        Notes payable to banks, lines of credit and other includes deposits associated with banking-related activities of approximately $383$402 million and $385 million at January 31,April 30, 2006 and October 31, 2005, respectively.

        Long-term debt was as follows:

 
 January 31,
2006

 October 31,
2005

 
 
 In millions

 
U.S. Dollar Global Notes       
 $1,000 issued December 2001 at 5.75%, due December 2006 $999 $999 
 $1,000 issued June 2002 at 5.5%, due July 2007  998  998 
 $500 issued June 2002 at 6.5%, due July 2012  498  498 
 $500 issued March 2003 at 3.625%, due March 2008  499  498 
  
 
 
   2,994  2,993 
  
 
 
Euro Medium-Term Note Programme       
 €750 issued July 2001 at 5.25%, due July 2006  910  900 
  
 
 
Series A Medium-Term Notes       
 $200 issued December 2002 at 3.375%, matured and paid December 2005    200 
 $50 issued December 2002 at 4.25%, due December 2007  50  50 
  
 
 
   50  250 
  
 
 
Other       
 $505, U.S. dollar zero-coupon subordinated convertible notes, issued in October and November 1997 at an imputed rate of 3.13%, due 2017 ("LYONs")  351  349 
 Other, including capital lease obligations, at 3.46%-8.63%, due 2005-2023  210  157 
  
 
 
   561  506 
  
 
 
Fair value adjustment related to SFAS No. 133  (78) (75)
Less current portion  (2,021) (1,182)
  
 
 
  $2,416 $3,392 
  
 
 

 
 April 30,
2006

 October 31,
2005

 
 
 In millions

 
U.S. Dollar Global Notes       
 $1,000 issued December 2001 at 5.75%, due December 2006 $999 $999 
 $1,000 issued June 2002 at 5.5%, due July 2007  999  998 
 $500 issued June 2002 at 6.5%, due July 2012  498  498 
 $500 issued March 2003 at 3.625%, due March 2008  499  498 
  
 
 
   2,995  2,993 
  
 
 
Euro Medium-Term Note Programme       
 €750 issued July 2001 at 5.25%, due July 2006  944  900 
  
 
 
Series A Medium-Term Notes       
 $200 issued December 2002 at 3.375%, matured and paid December 2005    200 
 $50 issued December 2002 at 4.25%, due December 2007  50  50 
  
 
 
   50  250 
  
 
 
Other       
 $505 zero-coupon subordinated convertible notes, issued in October and November 1997 at an imputed rate of 3.13%, due 2017 ("LYONs")  354  349 
 Other, including capital lease obligations, at 3.46%-8.63%, due 2005-2023  190  157 
  
 
 
   544  506 
  
 
 
Fair value adjustment related to SFAS No. 133  (88) (75)
Less current portion  (2,039) (1,182)
  
 
 
  $2,406 $3,392 
  
 
 

        HP may redeem some or all of the Global Notes, Series A Medium-Term Notes and the Euro Medium-Term Notes (collectively, the "Notes"), as set forth in the above table, at any time at the redemption prices described in the prospectus supplements relating thereto. The Notes are senior unsecured debt.

        The LYONs are convertible by the holders at an adjusted rate of 15.09 shares of HP common stock for each $1,000 face value of the LYONs, payable in either cash or common stock at HP's election. At any time, HP may redeem the LYONs at book value, payable in cash only. In December 2000, the Board of Directors authorized a repurchase program for the LYONs that allowed HP to repurchase the LYONs from time to time at varying prices. The last repurchase under this program occurred in fiscal 2002.

        HP has a U.S. commercial paper program with a $6.0 billion capacity. Its subsidiaries are authorized to issue up to an additional $1.0 billion of commercial paper. Hewlett-Packard International Bank PLC, a wholly-owned subsidiary of HP, has a Euro Commercial Paper/Certificate of Deposit Programme with a $500 million capacity.



        Until December 15, 2005, HP had two U.S. credit facilities consisting of a $1.5 billion 364-day credit facility expiring in March 2006 and a $1.5 billion 5-year credit facility expiring in March 2009. The credit facilities were subject to a weighted average commitment fee of 7.25 basis points per annum. On December 15, 2005, HP replaced the two credit facilities with a $3.0 billion 5-year credit facility that is subject to a commitment fee of 6.5 basis points per annum. Interest rates and other terms of borrowing under the credit facility vary, based on HP's external credit ratings. The credit facility is a senior unsecured committed borrowing arrangement available for general corporate purposes, including supporting the issuance of commercial paper. No amounts are outstanding under the credit facility.

        HP also maintains lines of credit of approximately $2.4 billion from a number of financial institutions that are uncommitted and are available through various foreign subsidiaries.

        HP registered the sale of up to $3.0 billion of debt or global securities, common stock, preferred stock, depositary shares and warrants under a shelf registration statement in March 2002 (the "2002 Shelf Registration Statement"). In December 2002, HP filed a supplement to the 2002 Shelf Registration Statement, which allows HP to offer from time to time up to $1.5 billion of Medium-Term Notes, Series B, due nine months or more from the date of issuance (the "Series B Medium-Term Note Program"). As of January 31,April 30, 2006, HP has not issued Medium-Term Notes pursuant to the Series B Medium-Term Note Program.

        HP registered the sale of up to $3.0 billion of Medium-Term Notes under its Euro Medium-Term Note Programme filed with the Luxembourg Stock Exchange and has issued such notes as set forth in the table above. HP can denominate these notes in any currency, including the euro. These notes have not been and will not be registered in the United States.

        Included in Other, including capital lease obligations, is $47 million inare borrowings transacted on January 13, 2006. The borrowingsthat are collateralized by certain financing receivable assets. As of January 31,April 30, 2006, the carrying value of the assets approximated the carrying value of the borrowings.borrowings of $41 million.

        At January 31,April 30, 2006, HP had up to $14.7$14.8 billion of available borrowing resources under the 2002 Shelf Registration Statement, credit facility and other programs described above.



Note 11: Income Taxes

        HP's effective tax rate was 19.7%(4.3)% and 10.2%10.5% for the three months ended January 31,April 30, 2006 and January 31,April 30, 2005, respectively, and 6.6% and 10.3% for the six months ended April 30, 2006 and April 30, 2005, respectively. HP's effective tax rate generally differs from the U.S. federal statutory rate of 35% due to the tax rate benefits of certain earnings from HP's operations in lower-tax jurisdictions throughout the world for which HP has not provided U.S. taxes because HP plans to reinvest such earnings indefinitely outside the U.S.

        ForOther income tax adjustments of $437 million further decreased the effective tax rate for the three and six months ended January 31, 2005,April 30, 2006. This amount includes reductions to net income tax accruals of $49 million and $443 million as a result of the following itemsfinal settlement of the Internal Revenue Service ("IRS") examinations of HP's U.S. income tax returns for fiscal years 1993 to 1995 and 1996 to 1998, respectively. The reductions to the net income tax accruals for fiscal years 1996 to 1998 relate primarily to the resolution of issues with respect to Puerto Rico manufacturing tax incentives and export tax incentives, other issues involving HP's non-U.S. operations and interest accruals. These favorable



income tax adjustments were offset in part by an increase of approximately $35 million to deferred tax liabilities related to earnings outside the U.S. as well as $20 million in additional net income tax accruals primarily related to non-U.S. income tax examinations.

        Other income tax adjustments of $106 million and $160 million further reduced the effective tax rate for the three and six months ended April 30, 2005, period, including $61respectively. Of the $106 million, $63 million represents the net adjustment to deferred taxes related to intercompany product transfers. The remaining $43 million represents net favorable adjustments, primarily related to the net favorable resolution of foreign tax matters. For the six months ended April 30, 2005, the $160 million benefit included the $63 million deferred tax adjustment in net adjustments to previously estimated tax liabilities. Anthe second fiscal quarter and $105 million resulting from an agreement with the Internal Revenue Service resultedIRS in a $105 million adjustment primarily to reducethe first fiscal quarter, which reduced accruals of U.S. taxes on earnings outside the U.S. This was partlyThese adjustments are offset in part by $44 million inother net unfavorable income tax adjustments to other previously estimated tax liabilities, predominantly in non-U.S. jurisdictions.of $8 million.

        Also benefiting the effective tax raterates for the three and six months ended April 30, 2005 were certain pre-tax charges of $101 million and $217 million, respectively. The $101 million pre-tax charge for the three months ended April 30, 2005 consisted of HP's estimate of taxes and interest associated with pre-acquisition Compaq sales and use tax audits for the years 1998-2002. The $217 million of pre-tax charges for the six months ended April 30, 2005 also included the $116 million pre-tax charge recorded in the first quarter of fiscal 2005 wasassociated with the dispute settlement with Intergraph Hardware Technologies Company ("Intergraph"). HP recorded a pre-tax charge of $116 million related to this settlement.Company. As the settlement isboth items are deductible from U.S. taxable income at the statutory rate of 35%, the effective tax raterates for the first quarter of fiscalthree and six months ended April 30, 2005 waswere reduced by an additional 2.4%. There were no such material one time items affecting the tax rate for the three months ended January 31, 2006.2.1 percentage points and 2.3 percentage points, respectively.

        Deferred tax assets were as follows:


 January 31,
2006

 October 31,
2005

 April 30,
2006

 October 31,
2005


 In millions

 In millions

Deferred tax assets—short term $3,067 $3,612 $2,769 $3,612
Deferred tax assets—long term 2,902 2,263 3,161 2,263
 
 
 
 
Total deferred tax assets $5,969 $5,875 $5,930 $5,875
 
 
 
 

Note 12: Stockholders' Equity

        HP's share repurchase program authorizes repurchases in the open market or in private transactions. HP paid $1,401 million$1.3 billion and $586$618 million in connection with share repurchases of 4840 million shares and 2930 million shares, respectively, during the three months ended January 31,April 30, 2006 and 2005, respectively. HP paid $2.7 billion and $1.2 billion for the repurchase of 88 million shares and 59 million shares, respectively, in the first half of fiscal 2006 and 2005, respectively.

        In addition to the above transactions, HP entered into a prepaid variable share purchase program ("PVSPP") with a third partythird-party investment bank during the first quarter of 2006 and prepaid $1.7 billion in exchange for the right to receive a variable number of shares of its common stock weekly over a one year period beginning in the second quarter of fiscal 2006 and ending during the second quarter of fiscal 2007. HP recorded the payment as a prepaid stock repurchase in the stockholders' equity section of its Consolidated Condensed Balance Sheet, and the payment iswas included in the cash flows from



financing activities in the Consolidated Condensed Statement of Cash Flows. In connection with this program, the investment



bank has purchased and they will continue to trade shares of HP's common stock in the open market over time. The prepaid funds will be expended ratably over the term of the program.

        Under the PVSPP, the prices at which HP will purchasepurchases the shares are subject to a minimum and maximum price that was determined in advance of any repurchases being completed under the program, thereby effectively hedging HP's repurchase price. The minimum number and maximum number of shares HP could receive under the program are 52 million shares and 70 million shares, respectively. The exact number of shares that willto be repurchased will beis based upon the volume weighted average market price of HP's shares during each weekly settlement period, subject to the minimum and maximum price as well as regulatory limitations on the number of shares HP is permitted to repurchase. HP will decreasedecreases its shares outstanding each settlement period as shares are physically received. HP will retire all shares repurchased under the PVSPP, and HP will no longer deem those shares outstanding.

As of January 31,April 30, 2006, HP had authorizationreceived approximately 7 million shares for remaining future repurchasesan aggregate price of approximately $258 million.$232 million under the PVSPP.

        On February 14, 2006, HP's Board of Directors authorized an additional $4.0 billion for future repurchases of HP's outstanding shares of common stock. As of April 30, 2006, HP had remaining authorization of approximately $2.9 billion for future share repurchases. Previously authorized share repurchases also will be made under the PVSPP through the second quarter of fiscal 2007 until the remaining available balance under the PVSPP has been exhausted.

        The changes in the components of other comprehensive income, net of taxes, were as follows:


 Three months ended January 31
 Three months ended
April 30

 Six months ended
April 30

 

 2006
 2005
 2006
 2005
 2006
 2005
 

 In millions

 In millions

 
Net earnings $1,227 $943 $1,899 $966 $3,126 $1,909 
Change in net unrealized gains on available-for-sale securities 8 17
Change in net unrealized gains (losses) on available-for-sale securities 2 (13) 10 4 
Change in net unrealized (losses) gains on cash flow hedges (26) 63 (38) 5 (64) 68 
Change in cumulative translation adjustment 34  13 (4) 47 (4)
 
 
 
 
 
 
 
Comprehensive income $1,243 $1,023 $1,876 $954 $3,119 $1,977 
 
 
 
 
 
 
 

        The components of accumulated other comprehensive loss, net of taxes, were as follows:


 January 31,
2006

 October 31,
2005

  April 30,
2006

 October 31,
2005

 

 In millions

  In millions

 
Net unrealized gains on available-for-sale securities $30 $22  $32 $22 
Net unrealized losses on cash flow hedges (72) (46) (110) (46)
Cumulative translation adjustment 47 13  60 13 
Additional minimum pension liability (10) (10) (10) (10)
 
 
  
 
 
Accumulated other comprehensive loss $(5)$(21) $(28)$(21)
 
 
  
 
 

Note 13: Retirement and Post-Retirement Benefit Plans

        HP's net pension and post-retirement benefit costs were as follows:

 
 Three months ended January 31
 
 
 U.S. Defined
Benefit Plans

 Non-U.S.
Defined
Benefit Plans

 Post-Retirement
Benefit Plans

 
 
 2006
 2005
 2006
 2005
 2006
 2005
 
 
 In millions

 
Service cost $60 $86 $72 $60 $9 $19 
Interest cost  70  69  79  78  20  26 
Expected return on plan assets  (93) (71) (120) (106) (8) (7)
Amortization and deferrals:                   
 Actuarial loss    11  33  27  11  8 
 Prior service cost (benefit)    1  (1)   (15) (2)
  
 
 
 
 
 
 
Net periodic benefit cost  37  96  63  59  17  44 
Curtailment gain          (13)  
  
 
 
 
 
 
 
Net benefit cost $37 $96 $63 $59 $4 $44 
  
 
 
 
 
 
 
 
 Three months ended April 30
 
 
 U.S.
Defined
Benefit Plans

 Non-U.S.
Defined
Benefit Plans

 Post-Retirement
Benefit Plans

 
 
 2006
 2005
 2006
 2005
 2006
 2005
 
 
 In millions

 
Service cost $41 $87 $73 $61 $8 $17 
Interest cost  68  70  80  78  21  26 
Expected return on plan assets  (91) (71) (121) (105) (9) (8)
Amortization and deferrals:                   
 Actuarial loss    10  33  27  11  8 
 Prior service benefit      (1) (1) (13) (1)
  
 
 
 
 
 
 
Net periodic benefit cost $18 $96 $64 $60 $18 $42 
Curtailment gain          (4)  
Settlement gain  (37)          
  
 
 
 
 
 
 
Net benefit (income) cost $(19)$96 $64 $60 $14 $42 
  
 
 
 
 
 
 

 


 

Six months ended April 30


 
 
 U.S.
Defined
Benefit Plans

 Non-U.S.
Defined
Benefit Plans

 Post-Retirement
Benefit Plans

 
 
 2006
 2005
 2006
 2005
 2006
 2005
 
 
 In millions

 
Service cost $101 $173 $145 $121 $17 $36 
Interest cost  138  139  159  156  41  52 
Expected return on plan assets  (184) (142) (241) (211) (17) (15)
Amortization and deferrals:                   
 Actuarial loss    21  66  54  22  16 
 Prior service cost (benefit)    1  (2) (1) (28) (3)
  
 
 
 
 
 
 
Net periodic benefit cost $55 $192 $127 $119 $35 $86 
Curtailment gain          (17)  
Settlement gain  (37)          
  
 
 
 
 
 
 
Net benefit cost $18 $192 $127 $119 $18 $86 
  
 
 
 
 
 
 

        In conjunction with management's plan to restructure certain of its operations, as discussed in Note 7 to the Consolidated Condensed Financial Statements, HP modified its U.S. retirement programs to align more closely align to industry practice. Effective November 30, 2005, HP merged the Hewlett-Packard Company Cash Account Pension Plan into the HP Retirement Plan. HP treats the merged plan as one plan for certain legal and financial purposes, including funding requirements. The merger


has no impact on the separate benefit structures of the plans. Effective January 1, 2006, HP no longer offers U.S. defined benefit pension plans and subsidized retiree medical programs to new U.S. hires. In addition, HP ceased pension accruals and eliminated eligibility for the subsidized retiree medical program for current employees who did not meet defined criteria based on age and years of service (calculated as of December 31, 2005). Additionally, the HP subsidy for the retiree medical program will be capped upon reaching two times the 2003 subsidy levels.

        InDuring the first quarter of fiscalthree and six months ended April 30, 2006, HP recognized a curtailment gaingains of $13$4 million and $17 million, respectively, for the HP subsidized U.S. retiree medical program. This gain reflectsThe gains reflect the reduction in the eligible plan population stemming from the U.S. Enhanced Early Retirement program and the restructuring plans implemented in fiscal 2005. HP recorded such gaingains as a reductionreductions of restructuring charges in the first quarter of fiscal 2006.charges. As subsequent headcount reductions take place under the restructuring program, HP expects additional curtailment accounting to occur for U.S. pension and post-retirement plans during the remainder of fiscal 2006.

        In the second quarter of fiscal 2006, HP recognized a settlement gain of $37 million for the U.S. pension plans. During the measurement period between October 1, 2005 and March 31, 2006, lump-sum benefit payments were made primarily to pension plan participants who left HP under the U.S. Enhanced Early Retirement program and the restructuring plans. These lump-sum benefit payments represent a reduction in the projected benefit obligation. As a result, a portion of the unrecognized gain, remeasured as of March 31, 2006, was recognized for the second quarter of fiscal 2006. The gain was recorded in accordance with SFAS No. 88, "Employers' Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits," which requires that a settlement event be recorded once prescribed payment thresholds have been reached. HP recorded the gain as a reduction of restructuring charges in the second quarter of fiscal 2006. As subsequent lump-sum benefit payments are paid out to plan participants, HP expects additional settlement to occur for the U.S. pension plans during the remainder of fiscal 2006.

        Effective January 1, 2006, HP increased its matching 401(k) contribution to 6% from 4% of eligible salary for those employees who had their pension and retiree medical-program benefits frozen and for all new employees.

        In March 2006, the Financial Accounting Standards Board ("FASB") issued an exposure draft that will amend SFAS No. 87, "Employers' Accounting for Pensions," No. 88, "Employers' Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits," No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions," and No. 132(R), "Employers' Disclosures about Pensions and Other Postretirement Benefits." The proposed statement will require the recognition in the statement of financial position of the overfunded or underfunded status of a defined benefit postretirement plan and will also measure the plan assets and plan obligations as of the date of the statement of financial position. HP will continue to monitor the FASB's progress on this issue and, once finalized, will evaluate the potential impact on its results of operations or financial position.



        HP previously disclosed in its Consolidated Financial Statements for the year ended October 31, 2005 that it expected to contribute approximately $245 million to its pension plans, approximately $40 million to cover benefit payments to U.S. non-qualified plan participants and approximately $80 million to cover benefit claims for HP's post-retirement benefit programs. As of January 31,April 30, 2006, HP has made approximately $144$175 million and $26$28 million of contributions to non-U.S. pension plans and U.S. non-qualified plan participants, respectively, and paid $15$25 million to cover benefit claims for post-retirement benefit plans. HP presently anticipates making additional contributions of between $125$80 million and $150$100 million to its qualified and non-qualified pension plans and expects to pay $65$40 million to cover benefit claims for post-retirement plans during the remainder of fiscal 2006.

Note 14: Litigation and Contingencies

        HP is involved in lawsuits, claims, investigations and proceedings, including those identified below, consisting of intellectual property, commercial, securities, employment, employee benefits and environmental matters, which arise in the ordinary course of business. In accordance with SFAS No. 5, "Accounting for Contingencies," HP records a provision for a liability when management believes that it is both probable that a liability has been incurred and HP can reasonably estimate the amount of the loss. HP believes it has adequate provisions for any such matters. HP reviews these provisions at least quarterly and adjusts these provisions to reflect the impact of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular case. Based on its experience, HP believes that any damage amounts claimed in the specific matters discussed below are not a meaningful indicator of HP's potential liability. Litigation is inherently unpredictable. However, HP believes that it has valid defenses with respect to legal matters pending against it. Nevertheless, it is possible that cash flows or results of operations could be materially affected in any particular period by the unfavorable resolution of one or more of these contingencies or because of the diversion of management's attention and the creation of significant expenses.

Pending Litigation and Proceedings

        Copyright levies. As described below, proceedings are ongoing against HP in certain European Union ("EU") member countries, including litigation in Germany, seeking to impose levies upon equipment (such as multifunction devices ("MFDs") and printers) and alleging that these devices enable producing private copies of copyrighted materials. The total levies due, if imposed, would be based upon the number of products sold and the per-product amounts of the levies, which vary. Some EU member countries that do not yet have levies on digital devices are expected to implement similar legislation to enable them to extend existing levy schemes, while some other EU member countries are expected to limit the scope of levy schemes and applicability in the digital hardware environment. HP, other companies and various industry associations are opposing the extension of levies to the digital environment and advocating compensation to rights holders through digital rights management systems.

        VerwertungsGesellschaft Wort ("VG Wort"), a collection agency representing certain copyright holders, instituted non-binding arbitration proceedings against HP in June 2001 in Germany before the arbitration board of the Patent and Trademark Office. The proceedings relate to whether and to what extent copyright levies for photocopiers should be imposed in accordance with copyright laws



implemented in Germany on MFDs that allegedly enable the production of copies by private persons. Following unsuccessful arbitration, VG Wort filed a lawsuit against HP in May 2004 in the Stuttgart Civil Court in Stuttgart, Germany seeking levies on MFDs sold from 1997 to 2001. On December 22, 2004, the court held that HP is liable for payments regarding MFDs sold in Germany and ordered HP to pay VG Wort an amount equal to 5% of the outstanding levies claimed plus interest on MFDs sold in Germany up to December 2001. VG Wort appealed this decision. On July 6, 2005, the Stuttgart Court of Appeals ordered HP to pay VG Wort levies based on the published tariffs for photocopiers in Germany (which range from EUR 38.35 to EUR 613.56 per unit) plus interest on MFDs sold in Germany up to December 2001. HP has appealed the Stuttgart Court of Appeals' decision to the Bundesgerichtshof (the German Federal Supreme Court). On September 26, 2005, VG Wort filed an additional lawsuit against HP in the Stuttgart Civil Court in Stuttgart, Germany seeking levies on MFDs sold in Germany between 1997 and 2001, as well as for products sold from 2002 onwards. HP filed a response rejecting the claim in January 2006.

        In July 2004, VG Wort filed a separate lawsuit against HP in the Stuttgart Civil Court seeking levies on printers. On December 22, 2004, the court held that HP is liable for payments regarding all printers using ASCII code sold in Germany but did not determine the amount payable per unit. HP appealed this decision in January 2005 to the Higher Regional Court of Baden Wuerttemberg. On May 11, 2005, the Higher Regional Court issued a decision confirming that levies are due. On June 6, 2005, HP filed an appeal to the German Supreme Court in Karlsruhe.

        In September 2003, VG Wort filed a lawsuit against Fujitsu Siemens Computer GmbH ("FSC") in Munich State Court seeking levies on PCs. This is an industry test case in Germany.Germany, and HP has undertaken to be bound by a final decision. On December 23, 2004, the Munich State Court held that PCs are subject to a levy and that FSC must pay 12 euros plus compound interest for each PC sold in Germany since March 2001. FSC appealed this decision in January 2005 to the Higher Regional Court of Bavaria. On December 15, 2005, the Higher Regional Court affirmed the Munich State Court decision. FSC has the right to furtherfiled a notice of appeal the decision towith the German Supreme Court.Court in February 2006.

        On December 29, 2005, ZPU, a joint association of various German collection societies, instituted non-binding arbitration proceedings against HP before the arbitration board of the Patent and Trademark Office demanding reporting of every PC sold by HP in Germany from January 2002 through December 2005 and seeking a levy of 18.42 euros plus tax for each PC sold during that period. HP has filed a notice of defense in connection with these proceedings.proceedings in February 2006 and the grounds for its defense in May 2006.

        Based on industry opposition to the extension of levies to digital products, HP's assessments of the merits of various proceedings and HP's estimates of the units impacted and levies, HP has accrued amounts that it believes are adequate to address the matters described above. However, the ultimate resolution of these matters, including the number of units impacted, the amount of levies imposed and the ability of HP to recover such amounts through increased prices, remains uncertain.

        Alvis v. HP is a nationwide defective product consumer class action filed in the District Court of Jefferson County, Texas in April 2001. In February 2000, a similar suit captionedLaPray v.Compaq was filed in the District Court of Jefferson County, Texas. The basic allegation is that HP and Compaq sold computers containing floppy disk controllers that fail to alert the user to certain floppy disk controller



errors. That failure is alleged to result in data loss or data corruption. The complaints inAlvis andLaPray seek injunctive relief, declaratory relief, unspecified damages and attorneys' fees. In July 2001, a



nationwide class was certified in theLaPray case, which the Beaumont Court of Appeals affirmed in June 2002, and the Texas Supreme Court reversed the certification and remanded to the trial court in May 2004. On March 29, 2005, theAlvis court certified a Texas-wide class action for injunctive relief only, which HP appealed on April 15, 2005. On June 4, 2003, each ofBarrett v. HP andGrider v. Compaq was filed in the District Court of Cleveland County, Oklahoma, with factual allegations similar to those inAlvis andLaPray. The complaints inBarrett andGrider seek, among other things, specific performance, declaratory relief, unspecified damages and attorneys' fees. On December 22, 2003, the court entered an order staying theBarrett case until the conclusion ofAlvis. On September 23, 2005, the court granted theGrider plaintiffs' motion to certify a nationwide class action, which HP has appealed to the Oklahoma Court of Civil Appeals. On November 5, 2004,Scott v. HP and, on January 27, 2005,Jurado v. HP were filed in state court in San Joaquin County, California, with factual allegations similar to those inLaPray andAlvis, seeking a California-only class certification, injunctive relief, unspecified damages (including punitive damages), restitution, costs, and attorneys' fees. In addition, the Civil Division of the Department of Justice, the General Services Administration Office of Inspector General and other Federal agencies are conducting an investigation of allegations that HP and Compaq made, or caused to be made, false claims for payment to the United States for computers known by HP and Compaq to contain defective parts or otherwise to perform in a defective manner relating to the same alleged floppy disk controller errors. HP agreed with the Department of Justice to extend the statute of limitations on its investigation until JuneDecember 6, 2006. HP is cooperating fully with this investigation.

        Hanrahan v. Hewlett-Packard Company and Carleton Fiorina is a lawsuit filed on November 3, 2003 in the United States District Court for the District of Connecticut on behalf of a putative class of persons who sold common stock of HP during the period from September 4, 2001 through November 5, 2001. The lawsuit seeks unspecified damages and generally alleges that HP and Ms. Fiorina violated the federal securities laws by making statements during this period that were misleading in failing to disclose that Walter B. Hewlett would oppose the proposed acquisition of Compaq by HP prior to Mr. Hewlett's disclosure of his opposition to the proposed transaction. The case has been transferred to the United States District Court for the Northern District of California.

        Neubauer, et al. v. Intel Corporation, Hewlett-Packard Company, et al. andNeubauer, et al. v. Compaq Computer Corporation are separate lawsuits filed on June 3, 2002 in the Circuit Court, Third Judicial District, Madison County, Illinois, alleging that HP and Compaq (along with Intel) misled the public by suppressing and concealing the alleged material fact that systems that use the Intel Pentium 4 processor are less powerful and slower than systems using the Intel Pentium III processor and processors made by a competitor of Intel. The court in the HP action has certified an Illinois class as to Intel but denied a nationwide class, and proceedings have been stayed pending resolution of plaintiffs'the parties' appeal of this decision. The plaintiffs seek unspecified damages, restitution, attorneys' fees and costs, and certification of a nationwide class. The class action certification against Compaq has been stayed pending resolution of plaintiffs' appeal in the HP action.Skold, et al. v. Intel Corporation and Hewlett-Packard Company is a lawsuit that was initially filed in state court in Alameda County, California, to which HP was joined on June 14, 2004, which is based upon factual allegations similar to those in theNeubauer cases. TheSkold



case has since been transferred to state court in Santa Clara County, California. The plaintiffs seek unspecified damages, restitution, attorneys' fees and costs, and certification of a nationwide class.



        Feder v. HP (formerlyTyler v. HP) is a lawsuit filed in the United States District Court for the Northern District of California on June 16, 2005 asserting breach of express and implied warranty, unjust enrichment, violation of the Consumers Legal Remedies Act and deceptive advertising and unfair business practices in violation of California's Unfair Competition Law. Among other things, plaintiffs alleged that HP employed a "smart chip" in certain inkjet printing products in order to register ink depletion prematurely and to render the cartridge unusable through a built-in expiration date that is hidden, not documented in marketing materials to consumers, or both. Plaintiffs also contend that consumers received false ink depletion warnings and that the smart chip limits the ability of consumers to use the cartridge to its full capacity or to choose competitive products. On September 6, 2005, a lawsuit captionedCiolino v. HP was filed in the United States District Court for the Northern District of California. The allegations in theCiolino case are substantively identical to those inFeder, and the two cases have been formally consolidated in a single proceeding in the District Court for the Northern District of California under the captionIn Re: HP Inkjet Printer Litigation. The plaintiffs seek class certification, restitution, damages (including enhanced damages), injunctive relief, interest, costs, and attorneys' fees. Three related lawsuits filed in California state court,Tyler v. HP (filed in Santa Clara County on February 17, 2005),Obi v. HP (filed in Los Angeles County on February 17, 2005), andWeingart v. HP (filed in Los Angeles County on March 18, 2005), have been dismissed without prejudice by the plaintiffs. In addition, two related lawsuits filed in federal court, namelyGrabell v. HP (filed in the District of New Jersey on March 18, 2005) andJust v. HP (filed in the Eastern District of New York on April 20, 2005), have been dismissed without prejudice by the plaintiffs. Substantially similar allegations have been made in a Canadian class action commenced in the Supreme Court of British Columbia on February 8, 2006 against HP and its subsidiary, Hewlett-Packard (Canada) Co., in three Canadian class actions, one commenced in British Columbia in February 2006 and two commenced in Quebec in April 2006 and May 2006, respectively, all seeking class certification, restitution, declaratory relief, injunctive relief and unspecified statutory, compensatory and punitive damages.

        On December 27, 2001,Cornell University and the Cornell Research Foundation, Inc. filed a complaint, amended on September 6, 2002, against HP in United States District Court for the Northern District of New York alleging that HP's PA-RISC 8000 family of microprocessors, and servers and workstations incorporating those processors, infringe a patent assigned to Cornell Research Foundation, Inc. that describes a way of executing microprocessor instructions. The complaint seeks declaratory and injunctive relief and unspecified damages. On March 26, 2004, the court issued a ruling interpreting the disputed claim terms in the patent at issue. Trial is expected to commence in mid- to late 2007. The patent at issue in this litigation, United States Patent No. 4,807,115, expired on February 21, 2006. Therefore, the plaintiffs are no longer entitled to seek injunctive relief against HP.

        HP, Gateway, Inc. and certain of their affiliated entities are involved in various patent infringement and related lawsuits in California and Texas and in proceedings before the United States International Trade Commission, as described below.

Hewlett-Packard Development Company, LP v. Gateway, Inc. is a lawsuit filed on March 24, 2004 by HP's wholly-owned subsidiary, Hewlett-Packard Development Company, LP ("HPDC"), against Gateway, Inc. ("Gateway") in the United States District Court for the Southern District of California, alleging infringement of patents relating to various notebook, desktop and enterprise computer technologies and seeking an injunction, unspecified monetary damages, interest and attorneys' fees. On May 10, 2004, Gateway filed an answer and a counterclaim, alleging infringement of various patents



relating to computerized television, wireless, computer monitoring and computer expansion card technologies and seeking an injunction, unspecified monetary damages, interest and attorneys' fees. This case involves a total of nineteen patents (fourteen HP patents and five Gateway patents). On January 12, 2006, the court indicated that the nineteen patents will be tried in six different trials over the next year and a half. The first trial on two HP patents and one Gateway patent is scheduled for August 28, 2006. The second trial on two HP patents and two Gateway patents is scheduled for October 16, 2006. The remaining four trials are scheduled to be held in alternating months thereafter beginning in February 2007. On February 27, 2006, the parties filed a stipulation and proposed order to extend or continue various deadlines in the case in light of the fact that the parties had entered into a binding term sheet (discussed below) to resolve all patent litigation between them, including this lawsuit.

        On May 6, 2004, HP and HPDC filed a complaint with the United States International Trade Commission ("ITC") alleging that Gateway infringes various computer technology patents and seeking an injunction. Following trial in March 2005, the Administrative Law Judge issued an initial determination that Gateway violated Section 337 of the Tariff Act of 1930, as amended, by importing certain personal computers found to infringe two HPDC patents related to parallel ports and issued a limited exclusion order barring the importation of Gateway's accused products. The court also held that the other two HPDC patents at issue were invalid, not infringed or both. On December 8, 2005, the ITC issued a notice of decision to vacate portions of the initial determination, including the literal infringement finding with respect to the parallel port patents and the related exclusion order. The ITC also remanded the investigation to the Administrative Law Judge for, among other things, a determination of whether certain claims of the parallel port patents are infringed under the doctrine of equivalents. The Administrative Law Judge will set a new date to conclude the investigation, which is to be completed by May 31, 2006. By letter dated February 24, 2006, the parties informed the Administrative Law Judge that the parties had entered into a binding term sheet (discussed below) to resolve all patent litigation between them, including this investigation. The parties requested that no further orders or actions be taken in this investigation.

        On October 21, 2004, HPDC filed suit in the United States District Court for the Western District of Wisconsin against eMachines, a wholly-owned subsidiary of Gateway, alleging infringement of various HPDC patents relating to personal and desktop computers. On February 17, 2005, the action was transferred to the Southern District of Texas (Houston division). HPDC seeks an injunction, unspecified monetary damages, interest and attorneys' fees. On September 7, 2005, the court stayed the action as to two of the three patents remaining in the suit because of related proceedings in the International Trade Commission. On February 28, 2006, the parties filed a joint motion to stay the lawsuit for a period of two weeks, informing the court that the parties had entered into a binding term sheet (discussed below) to resolve all patent litigation between them, including this lawsuit.

        On June 6, 2005, HP and HPDC filed suit in the Superior Court of California for the County of Santa Clara against eMachines. The complaint alleges that eMachines failed to observe its contractual obligation to permit an audit of eMachines' compliance with the terms of its royalty-bearing license to HP and HPDC. HP and HPDC seek specific performance, specified costs and attorneys' fees.

        On July 6, 2005, HPDC filed a complaint with the ITC that alleges infringement by both Gateway and eMachines of five computer technology patents, seeking to enjoin Gateway and eMachines from



importing certain personal computers found to infringe the HPDC patents. Trial is scheduled for no later than May 1, 2006. By letter dated February 24, 2006, the parties informed the Administrative Law Judge that the parties had entered into a binding term sheet (discussed below) to resolve all patent litigation between them, including this investigation. The parties requested that no further orders or actions be taken in this investigation.

        On July 2, 2004, Gateway filed a complaint with the ITC alleging HP's infringement of various patents relating to audio control, imaging and computerized television technologies, of which only the patent relating to computerized television technologies remains in suit. Gateway seeks an injunction against HP's importation of its media center PCs and digital entertainment centers, among other similar multimedia products. The trial was held in May 2005. In October 2005, the Administrative Law Judge ruled that the Gateway patent asserted is unenforceable and that each asserted claim is invalid. On October 17, 2005, Gateway filed a petition for review before the ITC and HP filed a conditional petition for review if the ITC decides to review the initial determination. The investigation was to be completed by February 27, 2006. On February 24, 2006, the parties filed a joint motion to extend the target date of the investigation to March 29, 2006, informing the ITC that the parties had entered into a binding term sheet (discussed below) to resolve all patent litigation between them, including this investigation. On February 27, 2006, the ITC issued a notice extending the target date to March 29, 2006.

        Also on July 2, 2004, Amiga Development LLC, renamed AD Technologies ("AD"), an entity affiliated with Gateway, filed a lawsuit against HP in the United States District Court for the Eastern District of Texas, alleging infringement of patents relating to computer monitoring, imaging and decoder technologies. In October 2005, the United States Patent and Trademark Office granted HP's request to reexamine one of the patents in suit, and HP has filed a motion to stay the action in light of this reexamination. AD Technologies seeks an injunction, unspecified monetary damages, interest and attorneys' fees. HP and HPDC answered and counterclaimed, alleging infringement by Amiga and Gateway of HPDC patents related to personal computer technology. In July 2005, AD withdrew one of the three patents in suit. On January 19, 2006, the parties jointly moved to dismiss the second of the three patents initially asserted by AD. The trial is scheduled for April 3, 2006. On February 28, 2006, the parties filed a joint motion to stay the lawsuit for a period of two weeks, informing the court that the parties had entered into a binding term sheet (discussed below) to resolve all patent litigation between them, including this lawsuit.

        On August 18, 2004, Gateway filed a declaratory relief action against HPDC in the United States District Court for the Southern District of California seeking a declaration of non-infringement and invalidity of HPDC patents relating to personal computer technology. HPDC answered and counterclaimed and alleged infringement of the same patents, and the claims were consolidated into the litigation pending in the Southern District of California commenced in March 2004. HP seeks an injunction, unspecified monetary damages, interest and attorneys' fees. On February 27, 2006, the parties filed a stipulation and proposed order to extend or continue various deadlines in the case in light of the fact that the parties had entered into a binding term sheet (discussed below) to resolve all patent litigation between them, including this lawsuit.


        On February 22, 2005, eMachines filed a declaratory judgment action against HPDC in the Southern District of Texas on the patents relating to personal and desktop computers at issue in HPDC's suit against eMachines; eMachines subsequently dismissed this action.

        On March 1, 2006, HP announced that it had entered into a binding term sheet with Gateway, eMachines and AD to settle all of the pending actions described above. Under the binding term sheet, Gateway will pay HP $47 million, $25 million to be paid within seven business days following the execution of a definitive settlement agreement, and $22 million to be paid not later than one year after that date. The parties also will enter into a limited patent cross-license agreement. The parties are presently negotiating a definitive settlement agreement and a definitive cross-license agreement.

        Compression Labs, Inc. v. HP et al. is a lawsuit filed by Compression Labs, Inc., a subsidiary of Forgent Networks ("CLI"), on April 22, 2004 against HP and 27 other companies in United States District Court for the Eastern District of Texas. The complaint accuses HP of patent infringement with respect to HP's products that implement JPEG compression. JPEG is a standard for data compression used in HP's computers, scanners, digital cameras, PDAs, printers, plotters and software. CLI seeks unspecified damages, interest, costs and attorneys' fees. The Judicial Panel on Multidistrict Litigation transferred this lawsuit to the Northern District of California for coordinated or consolidated pretrial proceedings. Separately, HP has alerted government regulators of CLI's participation in the JPEG standardization process and current licensing activities.

        Miller, et al. v. Hewlett-Packard Company is a lawsuit filed on March 21, 2005 in the United States District Court for the District of Idaho on behalf of a putative class of persons who were employed by third-party temporary service agencies and who performed work at HP facilities in the United States. Plaintiffs claim that they were incorrectly classified as contractors or contingent workers and, as a result, were wrongfully denied employee benefits covered by the Employment Retirement Income Security Act of 1974 ("ERISA") and benefits not covered by ERISA. Plaintiffs claim they were denied participation in HP's Share Ownership Plan, service award program, adoption assistance program, credit union, dependent care reimbursement program, educational assistance program, time off programs, flexible work arrangements, and the 401(k) plan. On May 22, 2005, plaintiffs filed their first amended complaint, which added a Worker Adjustment and Retraining Notification Act ("WARN") claim and defined the class to include those persons who have been, or now are, hired by HP through agencies to work at HP facilities in the United States from March 21, 2000 through the present who have been deprived of the full benefit of employee status by being misclassified as contractors, contingent workers or temporary workers or were otherwise misclassed. Plaintiffs seek declaratory relief, an injunction, retroactive and prospective benefits and compensation, unspecified damages and enhanced damages, interest, costs and attorneys' fees.

        Digwamaje et al. v. Bank of America et al. is a purported class action lawsuit that names HP and numerous other multinational corporations as defendants. It was filed on September 27, 2002 in United States District Court for the Southern District of New York on behalf of current and former South African citizens and their survivors who suffered violence and oppression under the apartheid regime. The lawsuit alleges that HP and other companies helped perpetuate, profited from, and otherwise aided and abetted the apartheid regime during the period from 1948-1994 by selling products and services to agencies of the South African government. Claims are based on the Alien Tort Claims Act,



the Torture Victims Protection Act, the Racketeer Influenced and Corrupt Organizations Act and state law. The complaint seeks, among other things, an accounting, the creation of a historic commission, compensatory damages in excess of $200 billion, punitive damages in excess of $200 billion, costs and attorneys' fees. On November 29, 2004, the court dismissed with prejudice the plaintiffs' complaint. In May 2005, the plaintiffs filed an amended notice of appeal in the United States Court of Appeals for the Second Circuit. On January 24, 2006, the Second Circuit Court of Appeals heard oral argument on the plaintiffs' appeal but has not yet issued a decision.



Investigation

        In May 2002, the European Commission of the EU publicly stated that it was considering conducting an investigation into original equipment manufacturer ("OEM") activities concerning the sales of printers and supplies to consumers within the EU. The European Commission contacted HP requesting information on the printing systems businesses. HP has cooperated fully with this inquiry.

Settled Litigation and Proceedings

Gateway Litigation.    On March 1, 2006, HP announced that it had entered into a binding term sheet with Gateway, Inc. ("GW"), eMachines, a wholly-owned subsidiary of Gateway ("eMachines"), and Amiga Development LLC, renamed AD Technologies ("ADT" and, collectively with GW and eMachines, "Gateway"), pursuant to which the parties agreed to negotiate and execute a definitive settlement agreement and a definitive patent cross-license agreement to memorialize the terms of their agreement to fully and finally resolve and settle the claims brought against one another and their affiliated entities in various patent infringement and related lawsuits in California and Texas and in proceedings before the United States International Trade Commission ("ITC"). In May 2006, the parties entered into the definitive settlement agreement and the definitive patent cross-license agreement. As part of the overall settlement, and in consideration of the releases and dismissals under the settlement agreement and the benefits under the patent cross-license agreement, Gateway agreed to pay HP a total of $47 million, $25 million which has been paid and $22 million to be paid not later than January 10, 2007. According to the terms of the definitive patent cross-license agreement, each party was granted a limited cross-license to the patents of the other party covering specified products in specified product categories, which license will terminate after a period of seven years with respect to all but seven of the cross-licensed patents and will continue for the life of the remaining seven patents. The lawsuits and proceedings described below will be resolved by the settlement:


Environmental

        HP is party to, or otherwise involved in, proceedings brought by United States or state environmental agencies under the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"), known as "Superfund", or state laws similar to CERCLA. HP is also conducting environmental investigations or remediations at several current or former operating sites pursuant to administrative orders or consent agreements with state environmental agencies. It is our policy to apply strict standards for environmental protection to sites inside and outside the United States, even if not subject to regulations imposed by local governments.

        The European Union ("EU") has enacted the Waste Electrical and Electronic Equipment Directive, which makes producers of electrical goods, including computers and printers, financially responsible for specified collection, recycling, treatment and disposal of past and future covered products. The deadline for the individual member states of the EU to enact the directive in their respective countries was August 13, 2004 (such legislation, together with the directive, the "WEEE Legislation"). Producers participating in the market were financially responsible for implementing these responsibilities under the WEEE Legislation beginning in August 2005. Implementation in certain of the member states potentially may behas been delayed into 2006. Similar legislation has been or may be enacted in other jurisdictions, including in the United States, Canada, Mexico, China and Japan. HP is continuing to evaluate the impact of the WEEE Legislation and similar legislation in other jurisdictions as individual countries issue their implementation guidance.



        The liability for environmental remediation and other environmental costs is accrued when it is considered probable and the costs can be reasonably estimated. We have accrued amounts in conjunction with the foregoing environmental issues that we believe was adequate as of January 31,April 30, 2006. These accruals were not material to our operations or financial position, and we do not currently anticipate material capital expenditures for environmental control facilities.



Note 15: Segment Information

        HP is a leading global provider of products, technologies, solutions and services to individual consumers, small and medium sized businesses ("SMBs"), and large enterprises. HP's offerings span enterprise storage and servers, multi-vendor services including technology support and maintenance, consulting and integration and managed services, personal computing and other access devices, and imaging and printing related products and services.

        HP and its operations are organized into seven business segments: Enterprise Storage and Servers ("ESS"), HP Services ("HPS"), Software, the Personal Systems Group ("PSG"), the Imaging and Printing Group ("IPG"), HP Financial Services ("HPFS"), and Corporate Investments. HP's organizational structure is based on a number of factors that management uses to evaluate, view and run its business operations, which include, but are not limited to, customer base, homogeneity of products and technology. The business segments disclosed in the Consolidated Condensed Financial Statements are based on this organizational structure and information reviewed by HP's management to evaluate the business segment results. ESS, HPS and Software are structured beneath a broader Technology Solutions Group ("TSG"). In order to provide a supplementary view of HP's business, aggregated financial data for TSG is presented herein.

        HP has reclassified segment operating results for the first quarter of fiscalthree and six months ended April 30, 2005 to conform to certain minor fiscal 2006 organizational realignments. For each of the quarters in fiscal 2005, the reclassifications resulted primarily in revenue movement of $5 million or less between segments. Future changes to this organizational structure may result in changes to the business segments disclosed. A description of the types of products and services provided by each business segment follows.


        Technology Solutions Group.    Each of the business segments within TSG is described in detail below.


(1)
Windows® is a registered trademark of Microsoft Corporation.
(2)
Itanium® is a registered trademark of Intel Corporation.
(3)
UNIX® is a registered trademark of The Open Group.

HP Services provides a portfolio of multi-vendor IT services including technology services, consulting and integration and managed services. HPS also offers a variety of services tailored to particular industries such as manufacturing, network service providers, financial services, and the