================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549-1004 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 13, 2002 ------------------------------------------------ Date of Report (Date of Earliest Event Reported) Hewlett-Packard Company -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-4423 94-1081436 -------------------------------------------------------------------------------- (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification No.) 3000 Hanover Street, Palo Alto, CA 94304 --------------------------------------------------- (Address of principal executive offices) (Zip code) (650) 857-1501 ---------------------------------------------------- (Registrant's telephone number, including area code) ================================================================================ ITEM 5. OTHER EVENTS. On February 13, 2002, Hewlett-Packard Company ("HP") issued a press release relating to its fiscal 2002 first quarter and 2002 guidance. The press release, entitled "HP Reports First Quarter Results; 5% Sequential Revenue Growth; 1.2 ppt Sequential Pro Forma Gross Margin Increase; Pro Forma EPS of $0.29" dated February 13, 2002 is attached hereto as Exhibit 99.1 and incorporated by reference herein. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. Exhibit 99.1 Press release dated February 13, 2002 entitled "HP Reports First Quarter Results; 5% Sequential Revenue Growth; 1.2 ppt Sequential Pro Forma Gross Margin Increase; Pro Forma EPS of $0.29." Exhibit 99.2 Scripts prepared for use by Stephen J. Pavlovich, Carleton S. Fiorina and Robert P. Wayman for conference call at 1:30 p.m. PST, February 13, 2002, discussing fiscal 2002 first quarter and 2002 guidance. ITEM 9. REGULATION FD DISCLOSURE. On February 13, 2002 at 1:30 p.m. PST, in connection with HP's issuance of the foregoing press release, HP held a conference call and webcast to discuss the contents of the press release. Scripts prepared for use by Stephen J. Pavlovich, Carleton S. Fiorina and Robert P. Wayman on this conference call are furnished herewith as Exhibit 99.2 and incorporated by reference in this Item 9. The furnishing of these scripts is not intended to constitute a representation that such furnishing is required by Regulation FD or that the materials they contain include material investor information that is not otherwise publicly available. In addition, all of the information in the presentations is presented as of February 13, 2002, and HP does not assume any obligation to update such information in the future. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized. HEWLETT-PACKARD COMPANY Date: February 13, 2002 By: /s/ CHARLES N. CHARNAS --------------------------------------- Name: Charles N. Charnas Title: Assistant Secretary INDEX TO EXHIBITS FILED WITH THE CURRENT REPORT ON FORM 8-K DATED FEBRUARY 12, 2002 Exhibit Description -------------------------------------------------------------------------------- 99.1 Press release dated February 13, 2002 entitled "HP Reports First Quarter Results; 5% Sequential Revenue Growth; 1.2 ppt Sequential Pro Forma Gross Margin Increase; Pro Forma EPS of $0.29." 99.2 Scripts prepared for use by Stephen J. Pavlovich, Carleton S. Fiorina and Robert P. Wayman for conference call at 1:30 p.m. PST, February 13, 2002, discussing fiscal 2002 first quarter and 2002 guidance.