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A Project on

³A Study on Market Potential Of hp computer: With Reference

to Business to Business and Business to Customer market

Submitted in partial f ulf illment of the requirement of

Master of Business Administration, Distance Education

Gur u Jambheshwar University of Science & Technology, Hisar

Research Supervisor: Submitted by :

NAME: Ms. Sonali Saxena NAME: Soumya Nath Mondal

DESIGNATION: Lecturer Enrolment no - 08061148633

Specialization- Marketing

Session 2008-10

Directorate of Distance Education

Guru Jambheswar University of Science & Technology Hisar (India)



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CERTIFICATE

This is to certify that Mr. SOUMYA NATH MONDAL Enrolment No.08061148633 has proceeded under by super vision his Research Project Report on A Study on Market

Potential Of hp computer:With Reference to Business to Business and Business to

Customer market in the specialization area Marketing.

The work embodied in this report is or iginal and is of the standard expected of an MBA

student and has not been submitted in part or f ull to this or any other university for the

award of any degree or diploma. He/she has completed all requirements of guidelines for

Research Project Report and the work is f it for evaluation.

Signature of Super visor/Guide (with SEAL)

NAME SONALI SAXENA

DESIGNATION LECTURER

ORGANIA TION NSB SCHOOL OF BUSINESS

Centre

NSB SCHOOL OF BUSINESS Forwarded by Head/Director of Study

(with signature, Name & SEAL)



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DECLARATION

This is to certify that the Project Report entitledA Study on Market Potential Of hp

computer: With Reference to Business to Business and Business to Customer market is an

or iginal work and has not been submitted is part or f ull to this or any other

university/institution the award of any degree or diploma.

Signature of candidate

NAME: SOUMYA NATH MONDAL

ENROLMENT NO.:08061148633

SPEC

ILIZA

TION: MARKETINGSESSION:JULY2008-10



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Index

S. no. Content Page

no.1 Title of the Project 5

2 Introduction and Rationale of The Topic 6

3 (a)Industry Prof ile 10

(b)Company Prof ile 18

3 Literature Review And Problem For mulation 50

4 Objectives 51

5 Research Design 52

6 Theoretical Framework 57

7 Data Analysis And Interpretation 74

8 Findings 108

9 Recommendations 111

Conclusion 114

9 Bibliography 116

10 Appendix 118

a. Questionnaire

b. List of Companies 119

c. Raw Data 120

d. Annual Report 125



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Title of the Project:

A Study on Market Potential Of hp computer: With Reference

to Business to Business and Business to Customer market



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INTRODUCTION AND R ATIONALE OF THE TOPIC

Every business moto is prof it maximization.

Study of market potential is not just important in the short-ter m. Suff icient prof it must be

maintained in order to ensure the sur vival of the business in the long-ter m as well.

Even a prof itable business may fail if it does not have adequate market knowledge as they fall

due.

Therefore, when business make investment decision they must not only consider the f inancial

outlay involved with acquir ing the new machine or the new building, etc, but must also take

account of the additional current assets that are usually involved with any expansion of

activity.

Increased production tends to engender a need to hold additional stocks of raw mater ials and

work in progress. An increased sale usually means that the level of prof it will increase. A

general increase in the f ir m¶s scale of operations tends to imply a need for greater levels of

cash.

The Study of market potential assumes great importance because shortage of f unds is

perhaps the biggest possible cause of failure of many business units in recent times. There it

is of great importance on the part of management to pay particular attention to the planning

and control for market.

The goal of Study of market potential is to ensure that the f ir m is able to continue its

operations and that it has suff icient money flow to satisfy both matur ing short-ter m debt and

upcoming operational expenses.

Thus the Study of market potential is a for midable one, since it depends upon several

var iables such as character of the business, the lengths of the merchandising cycle, rapidity of



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turnover, scale of operations, volume and ter ms of purchase & sales and seasonal and other

var iations.

The goal of Study of market potential is to ensure that the f ir m is able to continue its

operation and that it has suff icient cash flow to satisfy both matur ing short ter m debt and

upcoming operational expenses.

If there is anything that the Indian computer hardware industry has to offer

to the various Indian and Multinational Hardware Manufacturing companies, it is

growth. Recent MAIT study, conducted jointly with Big Five firm Ernst & Young,

concluded that the Indian hardware industry had the potential to reach a size of

$62 billion by 2010.

For a country whose economy is so heavily dependent on agriculture, a

vibrant hardware industry has the potential to generate three million jobs,

especially for Indians who come from economically underprivileged sections, who

aren·t very highly educated.

So, in the words of Deshpande, the hardware industry can be some sort of a

panacea for India·s unemployment problem. Also, with the size of the contract

manufacturing industry expected to be over $500 billion by the year 2010, Indian

firms could grab a significant chunk of the pie in a manner pretty similar to India·s

emergence as a key player in the global BPO stakes. And, with a potentially huge

market in embedded systems emerging, Indian firms with the right mix of hardware

and software can be big players here. For the record, of all the high-end processors

produced in the world, only 6 percent are used in PCs and the remaining 94

percent are used in entertainment electronics, non-PC devices, communication

products and embedded electronics.



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The hardware revolution is also essential for the continued high growth of

the software industry. As Vinnie Mehta, director of MAIT, puts it: ´India can loseout on the software advantage it has already built up, and the future potential, if it

does not concentrate on the hardware front. For example, the estimated domestic

hardware requirement by 2008 to meet the software target of $87 billion is $160

million.µ

With such given potential, the major players in the market like Hewlett

Packard, Sony, Lenovo, Dell etc can expect to gain a lot. At the same time, the

competition is bound to grow and get intense. Therefore these manufacturers have

to take measures to counter competition efficiently.

In order to establish the brand in the minds of the consumer, the

manufacturers should ensure that the consumers have a positive perception about

the product, product features, quality level, look, design and appearance etc.

This study revolves around studying the various perceptions prospective

customers of Hewlett Packard Laptop hold against the brand, its quality, price,

correlation between the price and quality etc. The study conducted in Bangalore

intends to throw light on the above mentioned parameters such that Hewlett

Packard can make necessary decisions based on the findings and suggestions.



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Categories:

Terms sometimes used for subtypes of laptop computers include:

Ultra portables:

Laptops with screens typically less than 12 inches diagonally and a weight of

less than 1.7kg. Their keyboards are usually not full-size. Their primary audience

is usually business travelers, who need small, light laptops. Ultraportables are

often very expensive, have extended battery and/or battery life, house power-saving

CPUs and almost always have integrated graphics.

Thin-and-lights:

Laptops usually weighing in between 1.8kg and 2.8kg with a screen size of

between 12 and 14 inches diagonally. Examples of this variety: the Sony VAIO FJ,

Apple MacBook and Dell XPS M1210.

Medium-sized laptops:

These usually have screens of 14 ² 15.4 inches diagonally and a weight of around 3-3.5kg. They usually sacrifice a little computing power for smaller

dimensions and longer battery life, although the length and width are usually

determined by the screen size.

Desktop replacement computers:

Powerful laptops meant to be mainly used in a fixed location and

infrequently carried out due to their weight and size; the latter provides more space

for powerful components and a big screen, usually measuring 17-20 inches.

Desktop replacements tend to have limited battery life, rarely exceeding three

hours, because the hardware is not optimized for efficient power usage.



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INDUSTRY PROFILE

The laptop, also known as a notebook PC, is no longer a luxury item

as against the `wow' effect it had a few years ago. Much like other

commodities, it is being displayed on the shelves of big supermarkets and

retail shops, moving from the exclusive confines o f exotic showrooms.

Earlier, when the word `laptop' was uttered, one could visualise only

executives carrying it. Today all segments, including students and

households, are buying these `notebooks'. For people on the move, the

laptop has become an indispensable tool. What with overcrowded roads andtraffic snarls, the average travelling time in metros such as Mumbai and

Bangalore has only gone up. Here, the laptop is a cool tool that helps

professionals to keep working and thus save time.

This also helps companies to keep their employees more productive.

Industry sources say that desktops which was the "symbol of corporate

vanity till the other day are slowly becoming passé with notebooks now the

mainstream."

The numbers too capture the growing appeal of the laptop. In the first

half of the current financial year, Indians bought nearly 153,000 notebooks,

compared to 36,000 units in the same period two years ago, said a recently

released performance review of MAIT. It added that the momentum in the

Indian notebook market is finally in sync with the global trend, where for

the first time in 2005 notebook sales surpassed desktops sales.

This performance was led by the small and medium enterprises (SME)

which, in turn, is supplemented by bulk purchases by lar ge enterprises.

Consumption by small enterprises grew 118 percent accounting for 17



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percent of the total notebook sales to the business segment; sales to

medium-sized enterprises grew by 136 percent accounting for 21 percent,

MAIT said.

Compared to the first-half of the last fiscal year, sales to large

enterprises grew by 102 percent accounting for 61 percent of the total sales

in the business segment.

During the period, the desktop personal computer (PC) market

grossed 2.34 million units registering a growth of 36 percent over the

previous year. During April-September 2005, the ratio of desktop-to-

notebook sales declined to 15 from 22 a year ago.

"Clearly, notebooks are competing with desktops with convenience

and productivity scoring high", said MAIT adding that notebook sales have

also found their way into homes. In first half of 2005 -06, about 16,000

notebooks were sold to the household segment accounting for 13 percent of

the total market.

"Notebook sales recorded a high growth of 94 per cent and also foundtheir way into homes. In the first half of 2005-06, about 16,000 notebooks

were sold to the household segment accounting for 13 per cent of the total

market," MAIT has said, releasing the findings of Industry Performance

Review conducted jointly with IMRB.

Piyush Pushkal, Senior Analyst, Computing Products & Channels

Research, IDC India, has said in a release, "The momentum in the Indian

notebook PC market is in sync with the worldwide trend of acceptance in the



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small and medium-size business segment, supplemented by bulk purchases

by large enterprises. Clearly, notebook PCs are providing tough competition

to the desktop segment due to the attributes of convenience and

productivity."

Hewlett-Packard continues to lead this category with a market share

of 42 per cent in unit shipments. Lenovo and Acer are at second and third

slots with market shares of 18 per cent and 15 per cent, respectively

(market share in terms of unit shipments). HP, along with Lenovo, Acer and

Toshiba, grew rapidly in this space mainly due to falling price points,

according to IDC.Data for Lenovo includes shipments for IBM PCD

(including Desktop and Notebook PCs but excluding x86 Servers and

Personal Workstations) starting Q2 of 2005. This reflects the legal status of

the companies, which merged during the second quarter of 2005, says IDC.

Spurs that helped:

So what's driving this sudden awareness of notebooks? After all

neither notebooks nor laptops are new to the Indian IT users, and just like

the desktops, computer makers were trying hard for years to push sales of notebooks too.

Affordability, the increasing demand for mobile computing in a fast

growing economy, the growth of wireless telephony in India and adoption of

technologies such as wireless, are some of the key reasons for the increase

in laptop sales.

"One of the biggest factor pushing sales for notebooks is the

affordability factor or reduction in prices" says Rajiev Grover, country

category manager, Hewlett-Packard India. "India's personal computer

market is undergoing a major transition as premium notebook computers



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are being brought to the mainstream, with almost half the prices, compared

with a year ago."

On average, the prices of entry-level notebook computers now range

between $800 to a little over $1000 compared to $1500 to over $2000 that

prevailed about 12 to 18 months back. Moreover, notebooks now cost only

around $200 more than a high-end desktop personal computer, which is

also driving many desktop buyers to opt for notebooks.

The Government's step to deregulate the wireless spectrum and de -

license wireless technologies such as 802.11b and 802.11g standards has

helped too. And the price competitiveness of laptops vis -à-vis desktops has

also played a major role, says Dinesh Pai, General Manager, Dell India.

Another important development was the coming in of the zero -duty

regime in April last year ³ this has made laptops more accessible for the

common man. The Indian customer is benefiting from the latest technology

at the lowest price possible. Educational institutions and corporations are

opting for laptops with wireless in a big way, says Pai.

However, according to Vinnie Mehta, the executive director of MAIT,

another key driver has been the growth of newer professions, that not only

require different working styles but also mobile devices for anytime-

anywhere computing.

"For instance many type the IT-enabled workers or back office workers

like medical transcription workers) need not work out of an old fashioned

office anymore. Similarly many financial and marketing sector professionalsneed to be one the move always," says Mehta.

"The progression actually came from mobile phones, where people in

Indiastarted to engage in mobility as a part of their business," he added.



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Falling prices:

Rajendra Kumar, Executive Vice-President, HCL Infosystems Ltd, the

domestic PC manufacturer, says the starting price for a laptop now is

around Rs 35,000 and it goes up to Rs 1.75 lakh, appealing to a wide

spectrum of customers.With laptops being brought into the mainstream at

almost half the prices as compared to a year ago, India's computer market is

seeing exponential growth. A year ago, an entry -level laptop was at about Rs

45,000. Now it is available for under Rs 30,000. Next year, the laptop

market is set for a larger pie of the household share as well, up from 12 per

cent in 2005, says Rajiev Grover, Country Category Manager, Consumer

Portables, Hewlett-Packard (HP).

India is a price-sensitive market, thus cost is certainly a key buying

parameter. Zenith has launched Intel Centrino notebooks priced at Rs

39,990 with DVD combo optical drives, says Devita Saraf, Executive

Director, Zenith Computers. Low-cost offerings will be a good catch for first-

time laptop users, as a desktop replacement. But, any decision to buy

notebooks should be made after considering various parameters.

In August 2004, Zenith launched laptops with the `Power of Seven'.

Zenith has 450 dedicated retail stores and plans to grow to 1,000 stores by

the end of 2006, says Saraf. Laptops vs desktops

Laptops will not take away the desktop PC. The usage of the two

depends on the user profile. Both will co -exist with their own benefits. A

desktop has a higher probability of upgrades to increase its life with low

maintenance costs, whereas laptop maintenance is higher than the desktop

PC's. Even though laptops allow more mobility, they invite more physical

security-related issues compared to desktops, he says.While the trend

towards mobility will continue to grow, "we believe the PC will never die."



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The future of the PC, as we know it, is in smaller, more compact, lighter

designs. The notebook of today is probably the best example of what the

home PC will look like in the future, except that it will not cost as much. The

other factor at play here is the effect of convergence and information

appliances, says Dinesh Pai, General Manager, Dell India.

And all this means that its party time for notebook vendors. But yet

another important trend that is emerging from this shift is that while the

multinationals notebook vendors are experiencing burgeoning sales, local

notebook makers' cash registers aren't really ringing that loud.

"We don't expect notebook sales to match our desktops for quite some

time," says Raj Saraf, chairman and MD, Zenith Computers, a biggish local

personal computer manufacturer that claims to sell "MNC computers and

local prices."

And the reason why MNC brand names are outselling local ones is

that "we have been scoring one up on the utility factor," said the localspokesperson of Fujitsu PC Asia Pacific. "They (MNC brands) are growing

and gaining the choice of the user not just because of the narrowing of the

prices between desktop and notebooks but also because we have

amalgamated next generation technologies like bluetooth and Wi -Fi with

mobile computing to bring more utility to notebooks."

But it is also true that MNCV brands have been more aggressive

sellers. "The last couple of years have seen intense price wars, with leading

brands including Acer, HP and IBM forever racing to slash the price of their

notebooks," says Mehta of MAIT.



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The PC of tomorrow will cease to be a be-all-do-all machine. The home

PC would probably morph into a hub for `intelligent' home devices

performing very specialised tasks. Add to this the capability brought on by

the Internet and you have a laptop-like machine connecting various points

around the house with the added element of mobility. However, this will take

place over a few decades considering the high -low mix of technology around

the world and within boundaries, he says.

Adoption of broadband, wireless and gaming are likely to drive

demand for mobility products. Many customers may switch from desktops

to notebooks due to better price propositions and the inherent advantages of

mobility products, he says. Increasing consumer awareness, combined with

the availability of wireless hotspots in educational institutions, offices and

hotels, will create an increasingly favourable environment for notebooks, he

says.

Spotlight on security:

As more computer users transition to sleek notebooks/ultra sleek

notebooks and access networks from remote locations and public wirelessnetworks, user and system security have become a top priority. There will be

more demands from customers to protect their data, access, and network,

he says.

HP plans:

HP is looking at the media and entertainment space in a big way. To

address this market requirement, "we recently launched our premium range

of Pavilion notebooks. Priced between Rs 50,000 and Rs 70,000, the HP

Pavilion notebooks come with a remote control , a neon backlit keyboard and

a quick play option (entertainment-related software) to help users switch

straight to, say, a movie, without waiting for the laptop to boot up." The



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downside is that the battery offers a low two-and-a-half-hours to three

hours backup, says Grover of HP.

The threat of the unorganised sector is miniscule. Laptops are a high -

involvement product and the consumer places a lot of emphasis on after -

sales service and brand, which the unorganised market is unable to offer.

With price cuts boosting the laptop market, companies do not see local PC

assemblers as a threat.

Choose with care

DINESH Pai, General Manager, Dell India, offers some insight into

making the right choice.It is critical to understand one's own specific needs

while choosing a notebook. The priorities for mobile computing are weight,

wireless performance and battery life. Weight is undoubtedly the most

critical factor. One should also pay attention to the average run time of the

notebook's battery as also built -in wireless functions.

Moreover, the processor, the memory capacity, scalability in anetworked environment, the quality and size of display, the optical drives

and pointing devices, power consumption, costs of usage, maintenance and

a host of other factors determined by the specific set of needs of each

customer should also to be taken into account while choosing a laptop.

As more computer users transition to sleek notebooks and access networks

from remote locations and public wireless networks, user and system security will

become a top priority, he says.



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COMPANY PROFILE

ABOU

T HEWLE

TT PACKARD

The Hewlett-Packard Company (NYSE: HPQ), commonly known as

HP, is currently the world's largest information technology corporation and

is known worldwide for its printers and personal computers. Headquartered

in Palo Alto, California, United States, it has a global presence in the fields

of computing, printing, and digital imaging, and also provides software and

services. The company which once catered to engineering and medical

markets now markets to households with products such as cameras and ink

cartridges found in grocery and department stores.

HP posted US$91.7 billion in annual revenue in 2006 compared to

US$91.4 for IBM, making it the world's largest technology vendor in terms of

sales. HP is now the No. 1 ranking company in worldwide personal computershipments, surpassing rival Dell, market research firms Gartner and IDC

reported in October 2006; per Gartner [2], the gap between HP and Dell

widened substantially at the end of 2006, with HP taking a near 3.5%

market share lead.



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Company History:

Bill Hewlett and Dave Packard both graduated from Stanford

University in 1934. The company originated in a garage in nearby Palo Alto

while they were post-grad students at Stanford during the Great Depression.

The partnership was formalized on January 1, 1939 with an

investment of US$538.[1] Bill won the coin toss and named their electronics

manufacturing enterprise the "Hewlett-Packard Company."

Of the many projects they worked on, their first financially successful

product was a precision audio oscillator, the Model 200A. Their innovation

was the use of a small light bulb as a temperature dependent resistor in a

critical portion of the circuit. This allowed them to sell the Model 200A for

$54.40 when competitors were selling less stable oscillators for over $200.

The Model 200 series of generators continued until at least 1972 as the

200AB, still tube-based but improved in design through the years. At 33

years, it was perhaps the longest-selling basic electronic design of all time.

One of the company's earliest customers was The Walt Disney

Company, who bought eight Model 200B oscillators (at $71.50 each) for use

in certifying the Fantasound surround sound systems installed in theaters

for the movie Fantasia.



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Focus:

The company was originally rather unfocused, working on a wide range of

electronic products for industry and even agriculture. Eventually they elected to

focus on high-quality electronic test and measurement equipment. Throughout the

1940s to well into the 1990s the company focused on making signal generators,

voltmeters, oscilloscopes, counters, and other test equipment. Their distinguishing

feature was pushing the limits of measurement range and accuracy. For instance,

almost every HP voltmeter or signal generator has one or more extra clicks of its

knobs than its competitors. HP volt- or ammeters would measure down and up an

extra 10 to 100 times the units of other meters. Although there were good reasons

why competing meters stopped at 1 volt full scale, HP engineers figured out ways of

extending the range of their equipment by a considerable amount. They also

focused on extreme accuracy and stability, leading to a wide range of very accurate,

precise, and stable frequency counters, voltmeters, thermometers, and time

standards.

The Sixties and the Seventies:

HP is recognized as the symbolic founder of Silicon Valley, although it

did not actively investigate semiconductor devices until a few years after the

"Traitorous Eight" had abandoned William Shockley to create Fairchild

Semiconductor in 1957. Hewlett-Packard's HP Associates division,

established around 1960, developed semiconductor devices primarily for

internal use. Instruments and calculators were some of the products using

these devices.



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HP experimented with using Digital Equipment Corporation

minicomputers with its instruments. But after deciding that it would be

easier to buy another small design team than deal with DEC, HP entered the

computer market in 1966 with the HP 2100 / HP 1000 series of

minicomputers. A simple accumulator-based design, with registers arranged

somewhat similarly to the Intel x86 architecture still used today, it would

last 20 years and several attempts to replace it. It would give birth to the HP

9800 and HP 250 series of desktop and business computers, which predated

the PCs by nearly a decade. The HP 3000 was an advanced stack based

design for business computing server later redesigned with RISC technology

that has only recently been retired from the market.

The HP 2640 series of smart and intelligent terminals introduced

forms-based interfaces to ASCII terminals, and screen labeled function keys

now commonly used on gas pumps and bank ATMs. Although scoffed at in

the formative days of computing, HP would eventually surpass even IBM as

the world's largest technology vendor in sales.

HP is acknowledged by Wired magazine as the producer of the world's

first personal computer, in 1968, the Hewlett-Packard 9100A.[2] HP called it

a desktop calculator because, as Bill Hewlett said, "If we had called it a

computer, it would have been rejected by our customers' computer gurus

because it didn't look like an IBM. We therefore decided to call it a

calculator, and all such nonsense disappeared." An engineering triumph at

the time, the logic circuit was produced without any integrated circuits; the

assembly of the CPU having been entirely executed in discrete components.

With CRT readout, magnetic card storage, and printer the price was around

$5000.

The company earned global respect for a variety of products. They

introduced the world's first handheld scientific electronic calculator in 1972

(the HP-35), the first handheld programmable in 1974 (the HP-65), the first



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alphanumeric, programmable, expandable in 1979 (the HP-41C), and the first

symbolic and graphing calculator HP-28C. Like their scientific and business

calculators, their oscilloscopes, logic analyzers, and other measurement

instruments have a reputation for sturdiness and usability (the latter

products are now part of spin-off Agilent's product line). The company's

design philosophy in this period was summarized as "design for the guy at

the next bench".

The Eighties and Beyond:

In 1984, HP introduced both inkjet and laser printers for the desktop.

Along with its scanner product line, these have later been developed into

successful multifunction products, the most significant being single-unit

printer/scanner/copier/fax machines. The print mechanisms in HP's

tremendously popular LaserJet line of laser printers depend almost entirely

on Canon's components (print engines), which in turn use technology

developed by Xerox. HP develops the hardware, firmware, and software that

convert data into dots for the mechanism to print.

In the 1990s, HP expanded their computer product line, which

initially had been targeted at university, research, and business customers,

to reach consumers. Later in the decade HP opened hpshopping.com as an

independent subsidiary to sell online, direct to consumers; t he store was

rebranded "HP Home & Home Office Store" in 2005.

HP also grew through acquisitions, buying Apollo Computer in 1989,Convex Computer in 1995, and Compaq in 2002. Compaq itself had bought

Tandem Computers in 1997 (which had been started by ex-HP employees),

and Digital Equipment Corporation in 1998. Following this strategy HP



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became a major player in desktops, laptops, and servers for many different

markets.

In 1987, the Palo Alto garage where Hewlett and Packard started their

business was designated as a California State historical landmark.

In 1999, all of the businesses not related to computers, storage, and

imaging were spun off from HP to form Agilent. Agilent's spin-off was the

largest initial public offering in the history of Silicon Valley. The spin-off

created an $8 billion company with about 30,000 employees, manufacturing

scientific instruments, semiconductors, optical networking devices, and

electronic test equipment for telecom and wireless R&D and production.

Also in July 1999, HP appointed Carly Fiorina as CEO. Fiorina was the firstwoman ever to serve as CEO of a company included in the Dow Jones

Industrial Average. Fiorina was forced to resign on February 9, 2005.

TECHNOL OGY AND PRODUCTS

HP has a successful line of laptops,printers, scanners, digital

cameras, calculators, PDAs, servers, workstations, and home-small

business computers. HP today promotes itself as not just being a hardware

and software company, but also one that offers a full range of services to

architect, implement and support today's IT infrastructure.

L aptops:

Pavilion Media Center dv2630ea Entertainment - Core 2

Duo T5250 / 1.5 GHz - Centrino Duo - RAM 2 GB - HDD 160

GB - DVD±RW (+R double layer) / DVD-RAM - GF 8400M GS -

WLAN : Bluetooth, 802.11a/b/g - Vista Home Premium -

14.1 Widescreen TFT 1280 x 800 ( WXGA )



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HP TX1150EA Laptop Main Specifications

AMD Turion 64 X2 Dual Core TL-60

1.8GHz HyperTransport

1MB Cache 2048MB RAM

160GB Hard Drive

Genuine Windows Vista Home Premium

Digital TV Tuner

128MB NVIDIA GeForce GO 6150 Graphics

Dual Layer DVD ReWriter MultiDrive

Wireless Enabled

12.1 HD Brightview Touchscreen

Fingerprint Reader

Imaging and Printing Group:

According to HP's 2005 U.S. SEC 10-K filing, HP's Imaging and

Printing Group is "the leading imaging and printing systems provider in the

world for printer hardware, printing supplies and scanning devices,

providing solutions across customer segments from individual consumers to

small and medium businesses to large enterprises." This division is

currently headed by Vyomesh Joshi.

Products and technology associated with the Imaging and Printing

Group include:

y Inkjet and LaserJet printers, consumables and related products.

y the Indigo Digital Press.

y the HP Web Jetadmin printer management software.



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y the HP Output Management suite of software, including HP Output Server.

y the LightScribe optical recording technology that laser-etches labels on

disks.

Personal Systems Group:

HP's Personal Systems Group is "one of the leading vendors of personal computers ("PCs") in the world based on unit volume shipped andannual revenue."

Personal Systems Group products/technology include:

y Consumer PCs including the HP Pavilion, Compaq Presario and VoodooPC series.

y Workstations for Unix, Windows and Linux systems.y Handheld Computing including iPAQ Pocket PC handheld computing devicesy Digital Entertainment including DVD+RW drives, HP Movie Writer and HP

Digital Entertainment Center. HP resold the Apple iPod from HP untilNovember 2005.

Technology Solutions Group:

In HP's financial reporting, HP groups its Enterprise Storage and

Servers, HP Services and Software under Technology Solutions Group.

HP's Enterprise Storage and Servers Group has product/technology

including:

y the ProLiant entry line of x86 based servers (from Compaq)

y the BladeSystem x86 based blade servers

y the Integrity line using the Itanium processor architecture (with Intel)

running on several operating systems including HP-UX (a UNIX

implementation)



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y the HP AlphaServer productline using the Alpha processor (from DEC) and

running on both:

o Tru64 operating system (from DEC)

o The OpenVMS large-scale, highly available server operating system

(from DEC)y the NonStop high-reliability architecture and operating system (from

Tandem Computers)

y MIPs based Nonstop fault-tolerant server products

y the PA-RISC processor architecture

y the HP 9000 "Superdome" line of Servers and workstations

y the StorageWorks product line, which includes business class and enterprise

class data storage and protection products.

y the ProCurve family of network switches, wireless access points, and

routers.

HP's Software division has products/technologies:

y the OpenView family of management software

y the OpenCall family of telecom software

HP L abs:

HP Labs (or HP Laboratories) is the research arm of HP. Founded in

1966, HP Labs' function is to deliver breakthrough technologies and to

create business opportunities that go beyond HP's current strategies. An

example of recent HP Lab technology includes the Memory spot chip.

Partnerships:

HP is a supporter of FOSS and Linux. Some HP employees, such as

Linux CTO and former Debian Project Leader Bdale Garbee actively

contribute and have Open Source job responsibilities. Many others



Page | 28

participate in the Open Source community as volunteers. HP is also known

in the (GNU/)Linux community for releasing drivers for many of their

printers under the GNU GPL .

Hewlett-Packard also works extensively with Microsoft and uses

technology from most major software and hardware vendors.

Until November 2005, HP offered a re -branded version of the Apple

iPod. Hewlett-Packard partners with many application software companies,

for example SAP AG.

Sponsorships:

HP has many sponsorships. One well known sponsorship is Walt Disney

World's EPCOT Park's Mission: Space. Others can be found on Hewlett-Packards

Website [3] From 1995 to 1999 they were the shirt sponsor of English Premier

League club Tottenham Hotspur.

Product L egacy:

Agilent Technologies, not HP, retains the direct product legacy of the original

company founded in 1939. Agilent's current portfolio of electronic instruments are

descended from HP's very earliest products. HP entered the computer business onlyafter its instrumentation competencies were well-established. Agilent was spun off

from HP in 1999.



Page | 29

Culture:

The founders, known to friends and employees alike as Bill and Dave,

developed a unique management style that has come to be known as the HP

Way. In Bill's words, the HP Way is "a core ideology . . . [that] includes adeep respect for the individual, a dedication to affordable quality and

reliability, a commitment to community responsibility, and a view that the

company exists to make technical contributions for the adv ancement and

welfare of humanity."[6]

The HP Alumni Association maintains a tribute to Bill and Dave's

version of the HP Way, circa 1992.

Trivia:

Bill Hewlett and Dave Packard tossed a coin to de cide whether the

company they founded would be called Hewlett-Packard or Packard-Hewlett.

Packard lost.

HP spun off a small company, Dynec, to specialize in digital

equipment. The name was picked so that the HP logo "hp" could be turned

upside down to be the logo "dy" of the new company. Eventually Dynec

changed to Dymec, then was folded back into HP.

HP partnered in the 1960s with Sony and the Yokogawa Electric

companies in Japan to develop several high-quality products. The products

were not a huge success, as there were high costs in building HP-looking

products in Japan.



Page | 30

Just about every HP product in the test equipment line was labeled

with three to five digits followed by the letter "A". Improved versions went to

suffixes "B" through "D". A small handful of products somehow got bizarre

model numbers, such as the "H201-20" microwave signal generator.

Steve Wozniak originally designed the Apple I computer while working

at HP, but they turned down his offer of licensing the design to HP.

HP products were usually very rugged, with clean styling, top notch

components, and with conservative specifications, so customers were

usually pleasantly surprised when the equipment looked and worked better

than expected. There were a few missteps, however:

y In the 1960s they briefly went to painting their equipment a light lavender

color.

y In the early 1970s they started a line of "lower cost" test equipment with

atrociously ugly and flimsy plastic cases. The cases also got a bad case of

1970s colors, coming out in dark shag rug green and burnt orange.

y On test equipment made in the 1980s a common problem was flimsy knobs

that easily broke off.

y A very few innovative but malfunctioning products, such as the original HP

3000 computers, had to be recalled for extensive reworking.

Management:

y Chairman of the Board, CEO, and President: Mark Hurd (March 29, 2005 -

current, appointed Chairman September 22, 2006)



Page | 31

History:

y Co-founder and CEO: David Packard (CEO: 1964²1969)

y Co-founder and CEO: William Hewlett (CEO: 1969²1978)

y

CEO: John A. Young (1978³ October 31, 1992)y CEO: Lewis Platt (November 1, 1992³ July 18, 1999)

y Chairman and CEO: Carly Fiorina (July 19, 1999³ February 9, 2005,

appointed chairman in 2000)

y Interim CEO: Robert Wayman (February 10, 2005³ March 28, 2005)

y CEO: Mark Hurd (CEO: April 1, 2005³; Chairman: September 22, 2006³)

y Chairman: Patricia C. Dunn (February 2005³ September 22, 2006).

Diversity:

Hewlett-Packard received a 100% rating on the Corporate Equality

Index released by the Human Rights Campaign starting in 2003, the second

year of the report. In addition, the company was named one of the 100 Best

Companies for Working Mothers in 2004 by Working Mothers magazine.

Hewlett-Packard is also involved in the NEPAD e-school program to

provide all schools in Africa with computers and internet access.

Ad Campaigns:

Hewlett-Packard has used a number of innovative commercials to sell

its products.



Page | 32

The Computer is Personal Again:

In May 2006, the company launched a new campaign designed to

bring back the fact that the PC (Personal Computer) is a personal product.

The campaign utilized viral marketing, sophisticated visuals, and its ownweb site.[8] Some of the ads featured well-known personalities - Pharrell,

Mark Burnett, Mark Cuban, Jay-Z, Shaun White, and Santa Claus (voiced

by Tim Allen, who plays him in T he Santa Clause film trilogy). Rather than

show a bunch of talking heads, each advertisement showed a neck -down

view in which the endorser, aided greatly by graphics, visually showed how

they used HP products. All these personalities weren't paid millions o f

dollars but brought a deal with HP to sponsor their or a selected charity

group.

Two months after having created The Computer Is Personal Again,

Dell followed up with its own campaign entitled "Purely You", which seems

to piggyback off the HP idea.

You + HP: digital photography:

A television ad campaign for Hewlett -Packard's digital photography

(titled "You + HP: digital photography") has been noted for its simple special

effects and choice of music. It won "Campaign of the Year" from A dweek

magazine in 2004.[9]



Page | 33

Songs used in "You + HP" Campaign:

y "Picture Book" by The Kinks

y "Out of the Picture" by The Robins

y "Pictures of You" by The Cure

y "The Rainbow" by The Apples in Stereo

y "Across the Universe" by The Beatles

Competitors:

Major competitors of HP in the computer business include Apple Inc., Dell,

Gateway, Lenovo (Purchased IBM's Non-server Personal Computer Business), Sony

and Toshiba. Major competitors of HP in the server business include Sun

Microsystems, IBM and Dell. Major competitors of HP in the printer business

include Brother, Canon, Epson, Lexmark and Dell (who rebrands and repackages

Lexmark products). Upon acquiring Voodoo PC, HP and its newest subdivision will

compete in the enthusiast market against Falcon Northwest, Alienware (A division

of Dell), WidowPC and other manufacturers.



Page | 34

So mor about hp

Hewlett-Packard Company

Type Public (NYSE: HPQ)

Dow Jones Indust

ial Aver age Component

Industry Computer Systems

Computer Per ipher als

Computer Sof tware

IT consulting

IT Services

Founded Palo Alto, California (1939)

Founder(s) Bill Hewlett

David Packard

Headquarters 3000 Hanover Street,[1] Palo Alto, California, USA

Area served Wor ldwide

Key people Raymond Lan

(Chairman)

Léo Apotheker

(President and CEO)



Page | 35

Products Computer Monitors

Digital Camer as

Enterpr ise Sof tware

Indigo Digital Press

Mobile Phones

Networ king

Personal Computers andLaptops

Personal Digital Assistants

Pr inters

Scanners

Servers

Stor age

Televisions

Telecommunications hardware and sof tware

List of HP products

Revenue $126.033 billion(2010)

Operating income $11.479 billion(2010)

Net income $8.761 billion(2010)

Total assets $124.503 billion(2010)

Total equity $40.449 billion(2010)

Employees 310,000 (af ter 3Comacquisition)(2009)

Subsidiaries Compaq

Snapf ish

HP Labs

ProCurve

HP Enterpr ise Services

VoodooPC

Palm, Inc.

HP CDS



Page | 36

List of acquisitions by HP

Website

HP.com

Hewlett-Packard Company (NYSE: HPQ), commonly referred to as HP, is an American

multinational information technologycorporation headquartered in Palo Alto, California, USA. The company

was founded in a one-car garage in Palo Alto by Bill Hewlett and Dave Packard, and is now one of

the world's largest information technology companies, operating in nearly every country. HP specializes in

developing and manufacturing computing, data storage, and networking hardware, designing software and

delivering services. Major product lines include personal computing devices, enterprise servers, related

storage devices, as well as a diverse range of printers and other imaging products. HP markets its products

to households, small- to medium-sized businesses and enterprises directly as well as via online

distribution, consumer-electronics and office-supply retailers, software partners and major technology

vendors.

HP's posted net revenue in 2009 was $115 billion, with approximately $40 billion coming from services. In

2006, the intense competition between HP and IBM tipped in HP's favor, with HP posting revenue of

US$91.7 billion, compared to $91.4 billion for IBM; the gap between the companies widened to $21 billion

in 2009. In 2007, HP's revenue was $104 billion, making HP the first IT company in history to report

revenues exceeding $100 billion. In 2008 HP retained its global leadership position in inkjet, laser, large

format and multi-function printers market, and its leadership position in the hardware industry.[ Also HP

became #2 globally in IT services as reported by IDC & Gartner.

Major company changes include a spin-off of part of its business as Agilent Technologies in 1999,its merger with Compaq in 2002, and the acquisition of EDS in 2008, which led to combined revenues of

$118.4 billion in 2008 and a Fortune 500 ranking of 9 in 2009. In November 2009, HP announced the

acquisition of 3Com; with the deal closing on April 12, 2010. On April 28, 2010, HP announced the buyout

of Palm for $1.2 billion. On September 2, 2010 won its bidding war for 3PAR with a $33 a share offer ($2.07

billion) which Dell declined to match.

On August 6, 2010 CEO Mark Hurd resigned. Cathie Lesjak assumed the role of interim CEO, and on

September 30, 2010, Léo Apotheker became HP's new permanent CEO and Ray Lane, Managing Partner

at Kleiner Perkins Caufield & Byers, was elected to the position of non-executive Chairman. Both

appointments were effective November 1, 2010.

Company history

Further information: List of Hewlett-Packard executive leadership



Page | 37

Founding

Bill Hewlett and Dave Packard graduated in electrical engineering from Stanford University in 1935. The

company originated in a garage in nearby Palo Alto during a fellowship they had with a past

professor, Frederick Terman at Stanford during the Great Depression. Terman was considered a mentor to

them in forming Hewlett-Packard. In 1939, Packard and Hewlett established Hewlett-Packard (HP) in

Packard's garage with an initial capital investment of US$538. Hewlett and Packard tossed a coin to decide

whether the company they founded would be called Hewlett-Packard or Packard-Hewlett Packard won the

coin toss but named their electronics manufacturing enterprise the "Hewlett-Packard Company". HP

incorporated on August 18, 1947, and went public on November 6, 1957.

Of the many projects they worked on, their very first financially successful product was a precision

audio oscillator , the Model HP200A. Their innovation was the use of a small light bulb as a temperature

dependent resistor in a critical portion of the circuit. This allowed them to sell the Model 200A for $54.40

when competitors were selling less stable oscillators for over $200. The Model200 series of generators

continued until at least 1972 as the 200AB, still tube-based but improved in design through the years. At 33

years, it was perhaps the longest-selling basic electronic design of all time.

One of the company's earliest customers was The Walt Disney Company, which bought eight Model 200B

oscillators (at $71.50 each) for use in certifying the Fantasound surround sound systems installed in

theaters for the movie Fantasia.

Early years

The company was originally rather unfocused, working on a wide range of electronic products for industry

and even agriculture. Eventually they elected to focus on high-quality electronic test and measurement

equipment.

From the 1940s until well into the 1990s the company concentrated on making electronic test

equipment: signal generators, voltmeters, oscilloscopes, frequency counters,thermometers, time standards,

wave analyzers, and many other instruments. A distinguishing feature was pushing the limits of

measurement range and accuracy; many HP instruments were more sensitive, accurate, and precise than

other comparable equipment.

Following the pattern set by the company's first product, the 200A, test instruments were labelled with three

to five digits followed by the letter "A". Improved versions went to suffixes "B" through "E". As the product

range grew wider HP started using product designators starting with a letter for accessories, supplies,software, and components.

The 1960s

HP is recognized as the symbolic founder of Silicon Valley, although it did not actively investigate

semiconductor devices until a few years after the "Traitorous Eight" had abandonedWilliam Shockley to

create Fairchild Semiconductor in 1957. Hewlett-Packard's HP Associates division, established around



Page | 38

1960, developed semiconductor devices primarily for internal use. Instruments and calculators were some

of the products using these devices.

HP partnered in the 1960s with Sony and the Yokogawa Electric companies in Japan to develop several

high-quality products. The products were not a huge success, as there were high costs in building HP-

looking products in Japan. HP and Yokogawa formed a joint venture (Yokogawa-Hewlett-Packard) in 1963

to market HP products in Japan. HP bought Yokogawa Electric's share of Hewlett-Packard Japan in 1999.

HP spun off a small company, Dynac, to specialize in digital equipment. The name was picked so that the

HP logo "hp" could be turned upside down to be a reverse reflect image of the logo "dy" of the new

company. Eventually Dynac changed to Dymec, then was folded back into HP in 1959. HP experimented

with using Digital Equipment Corporation minicomputers with its instruments, but after deciding that it would

be easier to build another small design team than deal with DEC, HP entered the computer market in 1966

with the HP 2100 / HP 1000 series of minicomputers. These had a simple accumulator -based design, with

registers arranged somewhat similarly to the Intel x86 architecture still used today. The series was

produced for 20 years, in spite of several attempts to replace it, and was a forerunner of the HP

9800 and HP 250 series of desktop and business computers.

The 1970s

The HP 3000 was an advanced stack-based design for a business computing server, later redesigned

with RISC technology, that has only recently been retired from the market. The HP 2640 series of smart

and intelligent terminals introduced forms-based interfaces to ASCII terminals, and also introduced screen

labeled function keys, now commonly used on gas pumps and bank ATMs. The HP 2640 series included

one of the first bit mapped graphics displays that when combined with the HP 2100 21MX F-Series

microcoded Scientific Instruction Set enabled the first commercial WYSIWYG Presentation

Program, BRUNO that later became the program HP-Draw on the HP 3000. Although scoffed at in the

formative days of computing, HP would eventually surpass even IBM as the world's largest technology

vendor, in terms of sales.

"The new Hewlett-Packard 9100A personal computer is ready, willing, and able ... to relieve you of waiting to get on the

big computer."



Page | 39

HP is identified by W ired magazine as the producer of the world's first marketed, mass-produced personal

computer , the Hewlett-Packard 9100A, introduced in 1968. HP called it a desktop calculator, because, as

Bill Hewlett said, "If we had called it a computer, it would have been rejected by our customers' computer

gurus because it didn't look like an IBM. We therefore decided to call it a calculator, and all such nonsense

disappeared." An engineering triumph at the time, the logic circuit was produced without anyintegratedcircuits; the assembly of the CPU having been entirely executed in discrete components. With CRT display,

magnetic-card storage, and printer, the price was around $5000. The machine's keyboard was a cross

between that of a scientific calculator and an adding machine. There was no alphabetic keyboard.

Steve Wozniak, co-founder of Apple, originally designed the Apple I computer while working at HP and

offered it to them under their right of first refusal to his work, but they did not take it up as the company

wanted to stay in scientific, business, and industrial markets.[citation needed ]

The company earned global respect for a variety of products. They introduced the world's firsthandheld

scientific electronic calculator in 1972 (the HP-35), the first handheld programmable in 1974 (the HP-65),

the first alphanumeric, programmable, expandable in 1979 (the HP-41C), and the first symbolic and

graphing calculator, the HP-28C. Like their scientific and business calculators, their oscilloscopes, logic

analyzers, and other measurement instruments have a reputation for sturdiness and usability (the latter

products are now part of spin-off Agilent's product line). The company's design philosophy in this period

was summarized as "design for the guy at the next bench".

The 98x5 series of technical desktop computers started in 1975 with the 9815, and the cheaper 80 series,

again of technical computers, started in 1979 with the 85. These machines used a version of the BASIC

programming languagewhich was available immediately after they were switched on, and used a

proprietary magnetic tape for storage. HP computers were similar in capabilities to the much later IBM

Personal Computer , although the limitations of available technology forced prices to be high.

The 1980s

The garage in Palo Alto where Hewlett and Packard began their company

In 1984, HP introduced both inkjet and laser printers for the desktop. Along with its scanner product line,

these have later been developed into successfulmultifunction products, the most significant being single-



Page | 40

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Page | 41

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Page | 42

merger agreement." The agreement was finalized on August 26, 2008, and it was publicly announced that

EDS would be re-branded "EDS an HP company." As of September 23, 2009, EDS is known as HP

Enterprise Services.

On November 11, 2009, 3Com and Hewlett-Packard announced that Hewlett-Packard would be acquiring

3Com for $2.7 billion in cash. The acquisition is one of the biggest in size among a series of takeovers and

acquisitions by technology giants to push their way to become one-stop shops. Since the beginning of the

financial crisis in 2007, tech giants have constantly felt the pressure to expand beyond their current market

niches. Dell purchased Perot Systems recently to invade into the technology consulting business area

previously dominated by IBM. Hewlett-Packard's latest move marked its incursion into enterprise

networking gear market dominated by Cisco.

The 010s

On April 28, 2010, Palm, Inc. and Hewlett-Packard announced that HP would be acquiring Palm for 1.2

billion in cash and debt the deal officially closed on July 1, 2010. In the months leading up to the buyout it

was rumored that Palm was going to be purchased by either HTC, Dell, RIM or HP. The addition of Palm

handsets to the HP product line provides some overlap with the current iPAQ mobile products but will

significantly increase their mobile presence as those devices have not been selling well. The addition of

Palm brings HP a library of valuable patents as well the mobile operating platform known as webOS. On

July 1, 2010, the acquisition of Palm was final. On September 2, 2010 won its bidding war for 3PARwith a

$33 a share offer ($2.07 billion) which Dell declined to match.

On August 6, 2010 CEO Mark Hurd resigned amid controversy and CFO Cathie Lesjak assumed the role of

interim CEO. On September 30, 2010, Léo Apotheker was named as HP's new CEO and President.

Apotheker¶s appointment sparked a strong reaction from Oracle chief executive Larry Ellison, who

complained that Apotheker had been in charge of SAP when one of its subsidiaries was systematically

stealing software from Oracle. SAP accepted that its subsidiary, which has now closed, illegally accessed

Oracle intellectual property.

Facilities

The a sign marking the entrance to the HP corporate headquarters in Palo Alto, California



Page | 43

HP's global operations are directed from its headquarters in Palo Alto, California, USA. Its U.S. operations

are directed from its facility inunincorporated Harris County, Texas. Its Latin America offices in

unincorporated Miami-Dade County, Florida, U.S., near Miami. Its Europe offices in Meyrin, Switzerland,

near Geneva. Its Asia-Pacific offices are in Singapore.[39][40][41][42][43][44][45] It also has large operations inBoise,

Idaho, Roseville, California, San Diego, California, and Plano, Texas (the former headquarters of EDS,which HP acquired). In the UK, HP is based at a large site in Bracknell, Berkshire with offices in various UK

locations, including a landmark office tower in London,88 Wood Street. Its recent acquisition of 3Com will

expand its employee base to Marlborough, Massachusetts.[46]

Products and organizational structure

HP has successful lines of printers, scanners, digital cameras, calculators, PDAs, servers, workstation

computers, and computers for home and small business use; many of the computers came from the 2002

merger with Compaq. HP today promotes itself as supplying not just hardware and software, but also a full

range of services to design, implement, and support IT infrastructure.

HP's Imaging and Printing Group (IPG) is "the leading imaging and printing systems provider in the world

for printer hardware, printing supplies and scanning devices, providing solutions across customer segments

from individual consumers to small and medium businesses to large enterprises." Products and technology

associated with IPG include Inkjet and LaserJet printers, consumables and related products, Officejet all-in-

one multifunction printer/scanner/faxes, Large Format Printers, Indigo Digital Press, HP Web Jetadmin

printer management software, HP Output Management suite of software, LightScribeoptical recording

technology, HP Photosmart digital cameras and photo printers, HP SPaM, and Snapfish by HP, a photo

sharing and photo products service. On December 23, 2008, HP released iPrint Photo for iPhone a free

downloadable software application that allows the printing of 4" x 6" photos.

HP's Personal Systems Group (PSG) claims to be "one of the leading vendors of personal computers

("PCs") in the world based on unit volume shipped and annual revenue." PSG includes business PCs and

accessories, consumer PCs and accessories, (e.g., HP Pavilion, Compaq Presario, VoodooPC), handheld

computing (e.g., iPAQ Pocket PC), and digital "connected" entertainment (e.g., HP MediaSmart TVs, HP

MediaSmart Servers, HP MediaVaults, DVD+RW drives). HP resold the Apple iPod until November 2005.

HP Enterprise Business (EB) incorporates Technical services, Enterprise Services (formerly known

as EDS), HP Software Division, and Enterprise Servers, Storage and Networking Group (ESSN). The

Enterprise Servers, Storage and Networking Group (ESSN) oversees "back end" products like storage and

servers. HP's networking business unit ProCurve is responsible for the family of network switches,

wireless access points, and routers. They are currently a business unit of ESSN.

HP Software Division is the company's enterprise software unit. For years, HP has produced and marketed

its brand of enterprise management software, HP OpenView. From September 2005 through 2010, HP

purchased a total of 15 software companies between as part of a publicized, deliberate strategy to augment



Page | 44

its software offerings for large business customers. The division markets its software in four categories: HP

IT Management Software (also known as business technology optimization software),HP Information

Management Software, business intelligence solutions, and communications and media software and

solutions.

An HP camera with an SDIO interface

HP's Office of Strategy and Technology has four main functions: (1) steering the company's $3.6 billion

research and development investment, (2) fostering the development of the company's global technical

community, (3) leading the company's strategy and corporate development efforts, and (4) performing

worldwide corporate marketing activities. Under this office is HP Labs, the research arm of HP. Founded in

1966, HP Labs's function is to deliver new technologies and to create business opportunities that go

beyond HP's current strategies. An example of recent HP Lab technology includes the Memory spot

chip. HP IdeaLab further provides a web forum on early-state innovations to encourage open feedback

from consumers and the development community.

HP also offers managed services where they provide complete IT-support solutions for other companies

and organisations. Some examples of these are: A large activity is HP offering "Professional Support" and

desktop "Premier Support" for Microsoft in the EMEA marketplace. This is done from the Clonskeagh office

in Dublin, Sofia and Israel. Support is offered on the line of Microsoft operation systems, Exchange,

Sharepoint and some office-applications. But HP also offers outsourced services for companies like Bank

of Ireland, some UK banks, the U.S. defense forces, etc.

Culture

The founders, known to friends and employees alike as Bill and Dave, developed a unique managementstyle that came to be known as The HP W ay . In Bill's words, the HP Way is "a core ideology ... which

includes a deep respect for the individual, a dedication to affordable quality and reliability, a commitment to

community responsibility, and a view that the company exists to make technical contributions for the

advancement and welfare of humanity." The following are the tenets of The HP Way:

1. We have trust and respect for individuals.



Page | 46

of nominations in more than 100 countries and 35 industries to create the 2010 list. HP was one of only 100

companies to earn the distinction of top winner and was the only computer hardware vendor to be

recognized. Ethisphere honors firms that promote ethical business standards and practices by going

beyond legal minimums, introducing innovative ideas that benefit the public.

HP is listed in Greenpeace¶s Guide to Greener Electronics that ranks electronics manufacturers according

to their policies on toxic chemicals, recycling and climate change. In October 2010, HP secured the 4th

place (out of 18) in this ranking (climbing up 4 places) with an increased score of 5.5 (up from 4.9). This

improvement was mainly caused by the progress in bringing products that are free from PVC and BFRs

onto the market and a new commitment to phase out beryllium and compounds by July 2011. Moreover,

HP aims to complete its phase out of toxic vinyl plastic (PVC) and brominated flame retardands (BFRs) in

2011. Greenpeace gives HP credit for having many PVC and BFR-free products on the market, including a

desktop PC with PVC-free power supply, several series of notebooks, another desktop and two LCD

monitors. It has also recently launched the first PVC free printer.

Brand and legacy

According to a Business Week Study, HP is currently the world's 11th most valuable brand. Since its

creation, the HP Logo has remained largely the same. Because of its extreme simplicity, the logo is

recognized all over the world.

A Hewlett-Packard sponsored Porsche 997 GT3 Cup

The company sponsors the HP Pavilion at San Jose, home to the NHL's San Jose Sharks.

HP has many sponsorships. One well known sponsorship is of Walt Disney World's EpcotPark's Mission:

SPACE. Others can be found on Hewlett-Packard's website. From 1995 to 1999 they were the shirt

sponsor of Premier League club Tottenham Hotspur . They also sponsored the BMW Williams Formula 1

team until 2006 (a sponsorship formerly held by Compaq), and as of 2010 sponsor Renault F1. Hewlett-



Page | 47

Packard also has the naming rights arrangement for theHP Pavilion at San Jose, home of the San Jose

Sharks NHL hockey team.

Agilent Technologies, not HP, retains the direct product legacy of the original company founded in 1939.

Agilent's current portfolio of electronic instruments are descended from HP's very earliest products. HP

entered the computer business only after its instrumentation competencies were well-established. When

Agilent was spun off, items in the Corporate Archives were split-up along product lines, with Agilent

retaining almost all of the original HP archives - only where there was duplication of material, was HP given

early Test and Measurement material. Both companies retained an original 200A Audio Oscillator.

After the acquisition of Compaq in 2002, HP has maintained the "Compaq Presario" brand on low-end

home desktops and laptops, the "HP Compaq" brand on business desktops and laptops, and the "HP

ProLiant" brand on Intel-architecture servers. (The "HP Pavilion" brand is used on home entertainment

laptops and all home desktops.)

HP uses DEC's "StorageWorks" brand on storage systems; Tandem's "NonStop" servers are now branded

as "HP Integrity NonStop".

Controversy

Main article: Hewlett-Packard spying scandal

On September 5, 2006, N ewsweek revealed that HP's general counsel, at the behest of

chairwoman Patricia Dunn, contracted a team of independent security experts to investigate board

members and several journalists in order to identify the source of an information leak. In turn, those

security experts recruited private investigators who used a spying technique known as pretexting. The

pretexting involved investigators impersonating HP board members and nine journalists (including reportersfor CNET, the N ew York Times and the W all Street Journal ) in order to obtain their phone records. The

information leaked related to HP's long-term strategy and was published as part of a CNET article in

January 2006. Most HP employees accused of criminal acts have since been acquitted.

Hewlett-Packard has also been at the center of a fiasco in recent years. In November 2007, Hewlett-

Packard released a BIOS update covering a wide range of laptops with the intent to speed up the computer

fan as well as have it run constantly, whether the computer was on or off The reason was to prevent the

overheating of defective NVIDIA graphics processing units (GPUs) that had been shipped to many of the

original equipment manufacturers, including Hewlett-Packard, Dell, and Apple. In July 2008, HP revealed

an extension to the initial one-year warranty covering a few of the affected computers, but leaving many

more without the protection, despite research showing that these computers were also affected. Since this

point, several websites have been documenting the issue, most notably www.hplies.com, a forums

dedicated to what they refer to as Hewlett-Packard's "multi-million dollar cover up" of the issue. There have

been several small claims lawsuits filed in several states, as well as suits being filed in other countries.

Hewlett-Packard also faced a class action lawsuit in 2009 over their i7 processor computers. The



Page | 48

complainants stated that their systems locked up within 30 minutes of powering on, consistently. Even after

being replaced with newer i7 systems, the lockups continued.

SWOT Analysis of aluminium industry in India

It will help the company to the strength and weaknesses present in it. It help in deter mining

the f uture actions plan, get r id of the problem and weaknesses. A company producing

computer in India can found out its character istics by the help of this. Because any industry is

totally depend upon its country for the production. And in India the following analysis helps

to deter mine the company str ucture and life.

This helps hp to grow fast and capture larger market share.

It can be by going out by following steps, which are:

Strengths

*Good customer relation

*Huge investmentof f unds in the expansion project

*Good inventory is maintained

*Weaknesses

*Some technical faults

*High cost product

*Do not have balance perfor mance



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Opportunities

*Growing economy: Rapid growth in building, constr uction, transportation and packaging

sectors

T hreats

*Over capacity in China leading to cheap pr ice

*Uncertain regulatory environment

*Pr ice volatility at the London Metal Exchange (LME)



Page | 50

REVIEW OF LITERATURE AND PROBLEM STATEMENT

This report highlights that¶s steps which is very important to customer research study of hp

computer in India. This report will be br iefly explained about market of computer. Which isvery important to every level of organization.

The students who are the main user of computer they are happy to use new hp pravelion

laptop.The many news Indian paper(The times of India, The Dainik Bhaskar ) declared that

ph computer market in India is Biggest than others computer. The 70% market share

occupied in hp computer in the Indian market.

For more success of hp this research will very help, no management can succeed without the

uses of marketing research. Identif ication of problem of customer of hp is the very important

step to the research. It will be very help f ull to understand to customers need and satisfaction.

This report has also presented var ious frameworks for analyzing certain problems in the f ield

of marketing, which were also effectively used in this research work.

Lot of teknik like pie and bar chat help to understand the market condition very quickly. I

have very elaborately examined the var ious issues in designing the marketing strategies for

var ious companies, tactical marketing and also the hurdles that ar ises in the administrative

side of marketing which were all very much usef ul in analyzing the var ious problems of this

research study and f inally it also putting forth var ious feasible recommendations and

suggestions for this research work.



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OBJECTIVE OF THE PROJECT:

Main Objectives;

To f ind out the at tr ibutes that enhance the cust omer value by providing

betterser vi ce to them and know how to mot ivate the more people towards

IT. TheProject required carrying out the comparat ive s tudy of pr ices across

Brands andModels also to carry out another comparat ive s tudy of Margins

of Dealers andWholesalers. This wou ld be done by f inding out the Market

Operat ing Pr ice atwhich they are mak ing deals and the vol ume of discount s

offered by them.

Then apart from s tudying the dealers a study of consumer buying beh avi or s

wasalso required for the spec if ic brands. This was done by mak ing

comparat ives tudy of HP along w ith other brands, in ter ms of consumer

preference. Alsodealer ¶s perspect ives about the brand are also to be

cons idered along with thisthe effect of pr ices on brand preference of the

models.

In the research we also tr ied to study consumer beh avior for al l the brands

andalso the dealer ¶s percept ion about the market of Home PCs, Laptops,

Pr inters ,PSC, Scanner, and TFT. For this Segmentat ion, Target ing and

Pos it ioning of var ious brands on recall, bel ievability , associat ion, f ina l

purchase.

Other Objectives:

� To know the brand recall by cust omers.

� To know the reason why people prefer HP (Hewlett-Packard) brand.

� To increase the sales vol ume.

� To give the cus t omer sat isfact ion and also get t he references from t hem.

� To know which factor is important for customer before buying any IT

product .

� To ill icit suggest ion for better pos it ioning for HP product .

The Hewlett-Packard Company (NYSE: HPQ, NASDAQ: HPQ), commonly known

asHP,

is one of the world's largest information technology corporations. Headquartered in Palo

Alto,

y To check the income, Improvement in customer ¶s ser vice.

y To keep alive the goodwill & conf idence created amongst suppliers, customers &

other govt. agencies.



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RESEARCH DESIGN

Title of the Study:

´A study on the Consumer Perception with reference to HP laptopsµ

Statement of the problem:

Hp is one of the leading PC manufactures in the world and is one of the

leading seller of Computer Hardware in India. It is currently facing cut throat

competition from PC manufactures in the market. So to tackle this problem we

have taken a survey on customer perception towards the laptops manufactured by

Hewlett Packard. It also studies the buyers profile in the demographic and

psychographic. The study applied is descriptive in nature and it also tends to find

the customers view about the important aspects of the product and to determine

the competition market share of HP.

Scope of the Study:

The aim of the study is to provide the Management of Hewlett Packard India

with the information which would help it understand the perceptions customers in

Bangalore have about the Laptops manufactured by Hewlett Packard, any negative



Page | 53

perception about their product, the reasons for such perceptions and

recommendations and suggestions to overcome these problems.

Research Objectives:

y To study the level of awareness of Hewlett Packard Laptops.

y Find customer perceptions about the quality, price and design of their

products.

y Reasons for dissatisfaction / negative perception about any aspect of HP

Laptops.

y To assess the demographics of the prospective customers of Hewlett Packard

Laptops.

y To offer subjective recommendations based on the above study.

L imitations of the study:

y The study is limited to the users of laptops within Bangalore city only,

y All the responses of the respondents are assumed to be true,

y Sample size selected has to be restricted due to time and budget

constraints.

y Respondents were either vague or incomplete at times which makes

the answers of the interpretation difficult.



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Research Methodology:

Sources of Data Collection:

y Primary Data

y Secondary Data

Primary Data:

Primary Data for this research has been exclusively collected from the

following sources

y Questionnaire conducted with a sample size of 100 respondents.

y Information collected from the employees working in the authorized dealer·s

stores of Hewlett Packard.

y Informal interview was conducted with the Marketing Head of Hewlett

Packard.

Secondary Data:

Information for the purpose of the study was collected from the newspapers,

magazines, company journals, company reports, standard textbooks, and

appropriate information from the Internet has been acquired wherever necessary.



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Research Approach:

The study was conducted using survey method.

Survey approach:

Surveys are the best suited for descriptive research, company advised

me to undertake the survey to learn the brand awareness and customer

satisfaction.

Research Instrument:

The information was gathered using structured questionnaire .

Questionnaire:

A Questionnaire consists of a set of questions presented to

respondents, in order to get their feedback regarding the product.

Place of study:

The study was conducted in various areas of Bangalore city only, with

the help of 100 respondents to carry on the survey, an extensive field work

was undertaken.



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Sampling Design:

y Types of universe:

The universe in the study is an infinite number of items taken into

account

y Sampling unit:

The sampling unit is limited to the users of laptop computers within

Bangalore city.

y Sampling size:

Number of respondents taken into consideration is 100.

y Sampling technique:

The Sampling technique used in the study is conducted among the

users of the HP laptop.

Plan of Analysis:

The objectives are drafted and a projective quantitative questionnaire is

constructed for the research. The data thus obtained is tabulated through the

construction of tables and graphs and finally the findings are interpreted.



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THEORETICAL FRAMEWORK

Introduction to Marketing:

Evolution of Marketing:

Marketing has evolved from the time man existed on earth. Following are the

phases of development of marketing

Social Orientation

Production Orientation

Sales Orientation

Marketing Orientation

Consumer Orientation

Management Orientation

Barter system



Page | 58

Barter system: The goods are exchanged against goods without any other medium

of exchange like money.

Production orientation: This was the stage where producers, instead of buyingconcerned with customer preference concentrating on the mass production of

goods for the purchase of profit.

Sales orientation: This stage witness major changes in all the spheres of economic

life. The selling activity becomes the dominating factor without any efforts for the

satisfaction of the consumer needs.

Marketing orientation: Customer·s importance was satisfied but only as a means

of disposing of goods produced competition become more stiffer.

Consumer orientation: Under this stage only such products are bought forward to

the markets which are capable of satisfying of taste and expectation of consumer

satisfaction.

Management orientation: The marketing function assumes the managerial role to

co-ordinate all the interacting business with the objectives of planning, promotion

and distribution.

Social orientation: The companies are not only cares for consumers but also for

social welfare. Thus, social welfare becomes the added dimension to the companies.



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Definition of Marketing:

Philip Kotler

The marketing guru has said ´Marketing is a social and managerial process

by which individuals and group obtain what they need and want through creating,

offering and changing products of value with othersµ.

American marketing association

Addressed ´marketing is the performance of business activities that direct

the flow of goods and services from producer to consumer to userµ.

Cundiff and still

´Marketing is the business process by which products are matched with

market and through which transfers of ownership are affectedµ.

I n the words of Hansen

´Marketing is the process of discovering and translating consumers needs

and wants into product and services and specifications, creating demand for these

products and services and then in term expanding demand.

By all these definitions we can derive that marketing is compressive term

that includes all resource and set of activities necessary to direct and facilitate flow

of goods and services from producer to consumer in the process of distribution.



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Objectives of Marketing:

At the end of all marketing activities is the satisfaction of human wants and

derive profits from them.

The following are the most significant objectives of marketing.

y Intelligent and effective application of modern marketing: Today economic

changing growth rate, relatively high inflation, high interest rates, rapid

technological change and new aggressive rivals challenge marketing firm to

adopt and respond to change for survival and prosperity.

y To develop the market field: Marketing is the most dynamic field where

change rules the roost. Change is continuing pre occupation among

marketers.

y To develop and implement guiding policies for better results: Innovative

marketing guiding policies and their effective implementation to assure

better results.

y To find sources for further information concerning the market problems: The

world of business in moving on the basis of countless decisions, marketing

decisions are more complex and intricate having impinging impact on the

very fortune of a company.

y To take appropriate and opportune action in the course of working. The

marketing information system designed by the marketing organization helps

in identifying the problem, investigating analyzing it and interpreting the

problem for the final decision.



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Functions of Marketing:

Marketing involves certain activities to make the goods from producers to

consumers. It consist of operations and an operation may be performed several

times either by a producer, middleman, till the commodity finally reaches in the

hand of consumers.

1. Functions of exchange

Exchange implies the transfer of goods and services money or money·s

worth. Exchange brings about change in the ownership of goods. It is a two-way

process invading two separate but supporting activities viz, buying and selling.

y Selling: Selling is the sum total of all those activities that push the

commodities to the buyers or consumers at a profitable price. It is the

process that involves personal and impersonal efforts made in persuading

the prospective customers to buy a commodity or service.

y Product planning and development: Product ² planning is the planning or

forecasting what consumers want in terms of quantity, quality, time, place,

price, where as, product development refers to making available such goods

to meet the requirement of consumers as demanded by them.

y Demand Creation: It includes such special efforts to induce and persuade

the prospective users to purchase the products of the seller only.



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y Negotiation: Negotiation as to terms of quality, quantity, price of the

product time and mode of transport payment etc« are to be made with

prospective buyers.

y Contractual: Once the terms and conditions are settled between buyers and

sellers a final contract would be entered into, where legally, ownership of

goods passes on from seller to buyer.

y Buying: Buying is another function of exchange that refers to all such

activities involves in the assembling of goods under a single ownership and

control. Its immediate purpose is to bring commodities together where theyare wanted for use in production for final consumption.

This buying function has following four elements:

y Planning Assortments: Buyers are to study their own market condition in

order know the types quantity and quality of goods that are required by final

users.

y Contractual: It is clothed with the selection of various sources of supply,

keeping in touch with them, to get the goods quickly reasonably and

regularly.

y Negotiation: Buyers and sellers negotiate the terms and condition of price

quantity, quality and time of delivery, transport & payment.

y Contractual: It is the last phase that binds the parties of exchange by

means of a contract where the titles to the goods more from seller to buyers.



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2. Functions of Physical supply

These are the functions that are related with creation of place and time

utilities, they are:

y Transportation: Transportation is the physical means to move the goods

and people from a place to another. It is essential spoke in the wheel of

market. It is responsible for the creation of time utility

y Storage: Storage is equally important that is creates time utility. The

products are to be preserved from time of production to the time of consumption. It is the base of consumers to get the goods as and when

required.

3. Facilitating Functions

These are the function that facilitates the process of exchange.

y Financing: Finance is the base for all marketing activities. It makes the

exchange process smooth and acts as lubricating oil to the wheel of

marketing.

y Risk-bearing: Market risk are inherent so long the process of exchange

continues many risks are involved in marketing which brings about changes

in ownership, place etc«

y Market information: The much desired success of marketing depends on

correct and timely decisions. These decisions are based on market



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information. It includes all facts, estimates, opinion, views, regarding the

market

y Standardization: Standardization helps on tackle certain major problems of

marketing. It is related with the division of commodities into distinct groups

standardization involves establishment of certain criteria to which the goods

must confirm.

4P·s of Marketing:

In popular usage, "marketing" is the promotion of products, especially

advertising and branding. However, in professional usage the term has a

wider meaning which recognizes that marketing is customer centered.

Products are often developed to meet the desires of groups of customers or

even, in some cases, for specific customers. E. Jerome McCarthy divided

marketing into four general sets of activities. His typology has become so

universally recognized that his four activity sets, the Four Ps, have passed

into the language.

The four Ps are:

y Product : The Product management and Product marketing aspects of

marketing deal with the specifications of the actual goods or services, and

how it relates to the end-user's needs and wants.

y Pricing : This refers to the process of setting a price for a product, including

discounts. The price need not be monetary - it can simply be what is

exchanged for the product or service, e.g. time, or attention.

y Promotion : This includes advertising, sales promotion, publicity, andpersonal selling, and refers to the various methods of promoting the product,

brand, or company.

y Physical distribution refers to how the product gets to the customer; for

example, point of sale placement or retailing. This fourth P has also

sometimes been called P lace , referring to the channel by which a product or



Page | 65

service is sold (e.g. online vs. retail), which geographic region or industry, to

which segment (young adults, families, business people), etc.

These four elements are often referred to a s the marketing mix. A

marketer can use these variables to craft a marketing plan. The four Ps

model is most useful when marketing low value consumer products.

Industrial products, services, high value consumer products require

adjustments to this model.

Services marketing must account for the unique nature of services.

Industrial or B2B marketing must account for the long term contractual

agreements that are typical in supply chain transactions. Relationship

marketing attempts to do this by looking at marketing from a long term

relationship perspective rather than individual transactions.

As a counter to this, Morgan, in R iding the Waves of Change (Jossey-

Bass, 1988), adds "Perhaps the most significant criticism of the 4 Ps

approach, which you should be aware of, is that it unconsciously

emphasizes the inside²out view (looking from the company outwards),

whereas the essence of marketing should be the outside²in approach". Even

so, having made this important caveat, the 4 Ps offer a memorable and quite

workable guide to the major categories of marketing activity, as well as a

framework within which these can be used.

Market:

A market is a social arrangement that allows buyers and sellers to

discover information and carry out a voluntary exchange of goods or

services. It is one of the two key institutions that organize trade, along with

the right to own property. Allowing markets to arrive at a Pareto efficient

outcome is one of the key components of capitalism.

In everyday usage, the word "market" may refer to the location where goods

are traded, sometimes known as a marketplace, or to a street market.



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Functions of a Market:

The function of a market requires, at a minimum, that both parties

expect to become better off as a result of the transaction. Markets generally

rely on price adjustments to provide information to parties engaging in atransaction, so that each may accurately gauge the subsequent change of

their welfare. In less sophisticated markets, such as those involving barter,

individual buyers and sellers must engage in a more lengthy process of

haggling in order to gain the same information. Markets are efficient when

the price of a goods or services attracts exactly as much demand as the

market can currently supply. The chief function of a market, then, is to

adjust prices to accommodate fluctuations in supply and demand in order to

achieve allocative efficiency. An economic system in which goods and

services are exchanged by market functions is called a market economy. An

alternative economic system in which non-market forces (often government

mandates) determine prices are called planned economies or command

economies. The attempt to combine socialist ideals with the incentive system

of a market is known as market socialism.

Types of Market:

Although many markets exist in the traditional sense--such as a flea

market--there are various other types of them and various organizational

structures to assist their functions.

A market can be organized as an auction, as a shopping center, as a

complex institution such as a stock market, and as an informal discussion

between two individuals.

In economics, a market that runs under laissez-faire policies is a free

market. It is "free" in the sense that the government makes no attempt to

intervene through taxes, subsidies, minimum wages, price ceilings, etc.



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Markets may be distorted by a seller or sellers with monopoly power, or a

buyer with monopsony power. Also, the level of organization or negotiation

power of buyers, markedly affects the functioning of the market. Markets

where price negotiations do not arrive at efficient outcomes for both sides

are said to experience market failure.

Most markets are regulated by state wide laws and regulations. While

barter markets exist, most markets use currency or some other form of

money.

Markets of varying types can spontan eously arise whenever a party

has interest in goods or services that some other party can provide. Hence

there can be a market for cigarettes in correctional facilities, another forchewing gum in a playground, and yet another for contracts for the future

delivery of a commodity. There can be black markets, where a good is

exchanged illegally and virtual markets, such as eBay in which buyers and

sellers do not physically interact.

PERCEPTION:

Meaning of Perception:

´Perception is the process of electing, organizing and interpreting or

attaching meaning to events happening in environmentµ.

Perception is something more than sensation. It co-relates ,

integrates comprehends the various sensation and information received

from different organs of the body by means of which a person develops hissensitivity to various things and objects. Perception is determined by both

physiological and psychological factors. This is because perception is

developed based on previous experience (learning), feeling and motives.

Whereas sensation only activates the sensory organs of the body. Simply



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stated, activation of the ears to hear what another person is saying is

sensation and the inference of what is heard is perception.



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Selective Attention:

There is a tendency among people to consciously see and hear only certain

aspects of the advertising message which is being communicated.

EXTERNAL FACTORS INTERNAL FACTORS

Selective Exposure

Selective Attention

Intensity and size Reception, comprehension

and Retention

Position

Perceptual vigilance

Contrast

Expectation

Novelty

Repetition Subliminal

Perception

Movement

Perception is a selective process. Usually, people are able to sense and

receive only limited information from the environment and hence are

characteristically selective. During this process of selection, certain as pects

P

E

R

C

E

P

T

I

O

N



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of stimuli are screened out and others admitted. These aspects of the stimuli

which are admitted remain and fall within the threshold of the person, while

those which are screened out fall out or below the threshold limit.

EXTERNAL AND INTERNAL FACTORS

The manner in which either a production or service is perceived will

depend upon both internal and external factors. This is to say that both

external reality and internal reality are intertwined. As human being wecarry all of our experience in our mind and have our own selfish interests,

needs, motives, and expectations into the way which we could like ¶reality· to

exist in the world.

EXTERNAL FACTORS INFL UENCING ATTENTION

Intensity and size: The brighter the sound (intensity) or more louderthe sound , the more likely the person·s attention is drawn to it. For

instance, advertisers use this characteristic to draw the attention of the

readers or viewers. Large sized advertisement in a newspaper or magazine

will be noticed and also read more often than a small insertion given

although the increase in size may not be linear.

y Position: The position of display of the product or advertisement also

is determining factors of attracting the attention. An advertisement

placed next to a compatible editorial column of magazines, and

newspaper is thought to attract more readership response.



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y Contrast: Human beings have the ability to adapt to sound, odors,

pain, bright lights, neon signs and movements. That is, human beings

are able to use sensory organs to adapt themselves to various stimuli.

This is where contrast will help in the perception process.

y Novelty : It has been observed by marketers that anything which is

different from what are normally expect tend to attract attention like

an unusual bottle shape or a perfume strips in a magazine and so on.

y Repetition: Advertisements are repeated more often to enable

consumers for brand recall as well as stimulate them and create a

strong desire for interest in the purchase of the product.

y Movement: Advertisers have also started using billboards or

hoardings with movement. Mobile vans etc. so as to inject a feeling of

movement into it. Many marketers are finding out smarter ways to

reach out too to the consumer by organizing some movementful

activities like holdings free trails. Demonstrations, exhibitions, mobile

vans etc. such exercise could also result in creating excitement and

reinforce top of mind recall.

INTERNAL FACTORS:

Customers may not receive the messages passively. Usually customers may

take the message given to them by the marketers and then use it so that is

may fit into their own internal world and then try to work out in their mind

about clues to determine the brands capability. Marketers are interested in

knowing what is the impact of their usage of marketing mix elements on the

minds of the consumers. The marketer has to constantly understand ´what

is going on in the consumers mind thereµ.



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Selective Exposure:

Through selective exposure people try to avoid coming into contact with

or avoid any message that may go against or be contradictory to the strongly

held beliefs and attitudes. A person·s beliefs very strongly influence his

perception about people or things. Because of this, a fact is conceived not on

what it is but on what a person believes it to be. Thus the individual

normally puts a censorship on the stimulus (inputs) to avoid disturbance of

this existing beliefs and value. This is also known as maintains of cognitive

consistency.

y Selective Reception, Comprehension and Retention: There is a

natural tendency among people to notice the sti muli such that the

information received will fit into his or his existing mindset. People are

selective in their tendency to receive certain information and retain it

in such a way that will support their preconceptions.

y Perceptual Vigilance Or Defence: Perceptual defence refers to the

individual being vigilant and screening out of those stimuli or

elements which create conflict or may give rise to a threatening

situation. The consumers may subconsciously screen out the

stimulus which is found to be psychological threatening, even if the

exposure has taken place. They may even perceive other factors to be

present, which may not be a part of the stimulus situation.



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y Expectation: Expectation affects what a person perceives.

Expectation refers to the state of anticipation of a particular behavior

from a person. Even in marketing, people often perceive what they

expect to perceive rather than the message they actually receive.

y Subliminal Perception: Subliminal perception is used to describe

something that is below the level of perception. People can get

stimulated below their conscious awareness level. Such persons can

perceive stimuli without being consciously aware that they are doing

so.



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DATA ANAL YSIS & INTERPRETATION

Table 1

No of respondents aware of HP range of L aptops

VariablesNo of

Respondents

Percentage

of

Respondents

Yes 83 83%

No 17 17%

Total 100 100%



Page | 75

Graph 1

Source : Field Survey

Concept

This question is asked in the very beginning of the questionnaire in order to

assess if the respondent is aware of Hewlett Packard·s Range of Laptops. This also

helps us to understand the responses better as individuals who are aware about

Hewlett Packard laptops would be able to form better and accurate perceptions.

This would also thereby help us to analyze and give recommendations accurately.

Analysis

The above graph shows that a majority 83% of the respondents are aware of

Hewlett Packard·s Range of Laptops. The remaining 17% are unaware of Hewlett

Packard·s Range of Laptops.

Respondant's awareness about P Laptops

83

17

0

10

20

30

40

50

60

70

80

90

Variables

Percentage of Respondant

s

Yes

No



Page | 76

Interpretation

From the graph it is clear that a majority of respondents are aware of

Hewlett Packard·s range of laptops. This is a favorable condition as the number of

people who are unaware of their range of laptops are 17%.

Table 2

No of Respondents owning a Hewlett Packard L aptop

Variables

No of

Respondents

Percentage

of

Respondents

Yes 26 26%

No 74 74%

Total 100 100%



Page | 77

Graph 2

Source: Field Survey

Concept

This question intends to find out whether the respondents own or previously

owned a Hewlett Packard laptop. This question allows us to know, how many

among the respondents are using a Hewlett Packard Laptop now or previously.

Analysis

From the graph we come to know that 26% of the respondents are not using

HP laptops. The remaining 74% of respondents do not own a HP Laptop.

Respondents O ner ship of P ptop

26%

74%

0%

10%

20%

30%

40%

50%

60%

70%

80%

V

ri

z les

P

er

{

ent

|

}

e of Respondents

Yes

No



Page | 78

Interpretation

A majority of the respondents were not owning a Hewlett Laptop. This could

also include a majority of users not owning a laptop at all. The remaining 26% of

respondents have used a Hewlett Packard Laptop. This includes both, the people

who currently own a HP laptop and also those who have used it in the past.

Table 3

Respondents responses to whether HP Manufactures the best

range of laptops

Variables

No of

Respondents

Percentage

of

Respondents

Strongly Agree 12 12%

Agree 56 56%

Disagree 21 21%

Strongly Disagree 4 4%

Don·t Know / Can't

Say 7 7%

Total 100 100%



Page | 79

Graph 3


Concept

This question was asked in the form of a statement as to whether therespondents would agree that Hewlett Packard manufactures the best range of

laptops. This question was asked to measure the level to which the respondents

perceived that the laptops manufactured by Hewlett Packard was the best available

in the market.

Analysis

From the graph it can be observed that 12% of the respondents strongly

agree that Hewlett Packard manufactures the best range of laptops. 56% of the

respondents agree with the statement. 21% of the respondents perceive that HP

doesn·t manufacture the best range of laptops. Another 4% of the respondents

strongly disagree that HP manufacture the best range of laptops. 7% of the

Responses to hether P m nufactur es

Best aptops

12%

56%

21%

4%7%

0%

10%

20%

30%

40%

50%

60%

Variables

Percentage of

Respondents

Str ongly Agr ee

Agr ee

Disagr ee

Str ongly Disagr ee

Don¶t Kno~

/ Can't Say



Page | 80

respondents do not have any perceptions as they don·t know or cannot tell their

opinion about whether HP Laptops manufactures the best range of laptops in the

market.

Interpretation

The responses got for this question has been favorable to an extent to

Hewlett Packard. A majority of respondents fall in the category of ´Strongly Agreeµ

and ´Agreeµ. Which in turn means that they hold a positive perception about HP·s

ability to manufacture the best range of laptops. At the same time, more than 30%

of the respondents question the ability of HP to manufacture the best range of

laptop. Among these, 21% of the people disagree with the statement. Another 4%

strongly disagree with the statement.

Table 4

Respondents perception about the prices quoted for Hewlett

Packard L aptops

Variables

No of

Respondents

Percentage

of

Respondents

High Priced 18 18%

Same as Competition 53 53%

Value for Money 21 21%

Low Priced 8 8%

Total 100 100%



Page | 81

Graph 4


Concept

The question asks the respondents what they perceive the price of Hewlett

Packard laptop is. This question will help us understand what the customers feel

about the price of the laptop when compared to other laptops available in the

market.

Analysis

From the graph, we can see that 18% of the respondents feel that Hewlett

Packard Laptops are highly priced. 53% of the respondents feel that the pricing of

Hewlett Packard Laptops are the same as the prices quoted on competing brands.

Out of the remaining respondents, 21% of them feel that they are value for money.

The remaining 8% feel that Hewlett Packard·s laptops are low priced.

Respondents perception about the pricing of

ewlett Packard Laptops

18%

53%

21%

8%

0%

10%

20%

30%

40%

50%

60%

Variables

Percentage of

Respondents Hi P i ed

Same as ompetition

Val e f or Money

Low Pr i ed



Page | 82

Interpretation

From the graph we can infer that majority of respondents feel that the

pricing of Hewlett Packard Laptops are the same as the competing laptops. This

might work against the interests of HP if customers don·t find any difference in the

product offering of HP laptops. 18% of the respondents who feel that HP laptops are

high priced are also a cause for concern. These respondents feel that they do not

derive an equal or more than equal level of satisfaction from the laptops for the

money they pay for it.

It is important for HP to increase the percentage of people who feel that HP

laptops are value for money as only 21% of customers feel that they are value for

money laptops. The remaining 8% feel that Hewlett Packard laptops are low priced,

which means that they find the competing laptop prices more than the prices

quoted for Hewlett Packard laptops.

Table 5

Respondent·s perception about the quality of

Hewlett Packard L aptops

Variables

No of

Respondents

Percentage

of

Respondents

High Quality 39 39%

Medium Quality 58 58%

Low Quality 3 3%

Total 100 100%



Page | 83

Graph 5


Concept

This question tries to find out the respondents perceptions about the quality

level of Hewlett Packard Laptops. Quality plays a key role in helping the customers

to choose a laptop.

Therefore this question would asses the level of quality which the

respondents would like to assign for the Hewlett Packard range of laptops.

Respondents perception about the Quality of

ewlett Packard Laptops

39%

58%

3%

0%

10%

20%

30%

40%

50%

60%

70%

Variables

Percentage of

Respondents

Hi Q ality

Medi m Q ality

Low Q

ality



Page | 84

Analysis

From the graph we can say that 39% people feel that Hewlett Packard

laptops are of high quality and a majority of 58% people perceive Hewlett Packard

laptops as a medium quality laptop. The remaining mere 3% people perceive it as a

maker of low quality laptops.

Interpretation

From the table and graph, we can interpret that the responses given by the

respondents regarding their perceptions about Hewlett Packard Laptops are neithertoo favorable to HP nor too unfavorable to HP. 58% of the respondents feel that

Hewlett Packard manufactures laptops which are of medium quality. 39% of people

feel that Hewlett Packard are of high quality. Only 3% people perceive Hewlett

Packard as a maker of low quality laptops.

In competition, it is necessary for Hewlett Packard to ensure that a majority

of customers feel that it makes high quality laptops.



Page | 85

Table 6

Respondent·s Ranks to Various Brands

HP

Sony

Vaio IBM Compaq Acer Dell Toshiba

Rank 1 10 32 14 4 1 17 13

Rank 2 29 21 11 12 1 17 5

Rank 3 20 15 17 13 2 18 8

Rank 4 16 11 24 14 5 16 5

Rank 5 8 3 15 28 15 11 9

Rank 6 3 6 5 12 39 9 17

Rank 7 4 2 4 8 28 4 38

Graph 6

Respondent's Ranks to various brands

0

10

20

30

40

50

60

70

80

90

100

HP

SonyV

oIBM

Com

paq

Acer

Dell

Toshiba

Brands

P

ercentage of Respondants

Rank 7

Rank 6

Rank 5

Rank 4

Rank 3

Rank 2

Rank 1



Page | 86


Concept

This question was asked with the intention of finding out how the

respondents rank the quality of the Hewlett Packard laptop against other major

brands available in the market. This would help us understand the customer

perceptions about Hewlett Packard laptops in a much better way than if we had

studied the quality of HP in independence.

Analysis

From the graph we can make out that the brand which scores the highest in

rank 1 is Sony Vaio. The next brand is Hewlett Packard which come the highest in

the second rank. The brand which most people perceive as rank 3 is also Hewlett

Packard. A majority of people feel IBM is the brand which comes fourth in terms of

quality. Compaq comes fifth in terms of quality. Acer comes sixth in terms of

quality and the brand with the least rank is Toshiba.

Interpretation

From the graph, we can make various observations. Though Hewlett Packard

has performed extremely well in this question, there are certain important

observations which is of concern. Firstly, a majority of the customers feel that Sony

Vaio is a better brand than Hewlett Packard. Therefore Sony Vaio qualifies as one

of the major competitor for Hewlett Packard. But Hewlett Packard leads in the rank

two and rank three positions which infact out numbers Sony Vaio.



Page | 87

Table 7

Exlusivity of HP laptops

Variables

No of

Respondents

Percentage

of

Respondents

Strongly Agree 11 11%

Agree 54 54%

Disagree 20 20%

Strongly Disagree 8 8%

Don·t Know / Can't

Say 7 7%

Total 100 100%

Graph 7

Respondents perception about the Exclusivity of

ewlett Packard's Range of Laptops

11%

54%

20%

8% 7%

0%

10%

20%

30%

40%

50%

60%

Variables

Percen

tage of

Respo

ndents

Strongly Agree

Agree

Disagree

Strongly Disagree

Don¶t Know / an't Say



Page | 88


Concept

This question was asked to find out the respondent·s perception about

whether Hewlett Packard·s range of laptops are exclusive or not. This would helpful

in our analysis as the brands that have a exclusive range of laptops would benefit

in the long run.

Analysis

From the graph, we can analyze that 11% of the people strongly agree thatHP laptops are exclusive in terms of quality and features when compared to the

laptops of the competition. Another 54% of the respondents agree that HP laptops

are exclusive. Apart from these people, another 20% of the people disagree with the

fact that HP manufactures exclusive range of laptops. Another 8% people strongly

disagree with the fact that HP manufactures exclusive range of laptops. 7% of the

respondents do not have perception about this as they are unaware and cannot tell

their response.

Interpretation

From the graph, we can interpret that 11% of the people strongly agree that

HP Laptops are exclusive. These segment of people might be those who have used

the laptops and are very happy with the performance. Another 54% of the

respondents also agree with this statement. These are again people who have either

used the laptop in the past or are currently using it. Apart from the above two

responses, the rest didn·t have a positive response to the question. 20% of people

disagree with the statement. These could be people could be users of HP Laptops

who are not satisfied with the product or people who use a different range of laptop

and are happy with its performance.



Page | 89

Table 8

Awareness about product features

Variables

No of

Respondents

Percentage

of

Respondents

Lightscribe Tech 17 17%

Quick Play 40 40%

Brightview Screen 43 43%

Total 100 100%

Graph 8


Respondents awar eness about the pr oduct

featur es available exclusively on P aptops

17%

40%43%

0%

10%

20%

30%

40%

50%

Variables

Percentage of

Respondents

Lightsc r ibe Technology

uick Play

Br ightview Scr een



Page | 90

Concept

This question checks how many people are aware of the some of the most

well known features of Hewlett Packard. This question asks the respondents their

awareness of respondents about three major features of HP Laptops being

Lightscribe Technology for labeling discs by etching on them, Quickplay option

which allows the user to access multimedia without switching the computer on,

and Brightview screen which provides extra contrast and brightness to the LCD

screen.

Analysis

From the 100 respondents who were surveyed, only 17% people were aware

of Lightscribe technology, 40% were aware of Quickplay feature and 43% of the

respondents were aware of Brightview Screen.

Interpretation

From the graph, we can infer that a majority of people are unaware of theexclusive features available on Hewlett Packard Laptops. This is not a good sign for

Hewlett Packard which invests millions of dollars in developing new technology.

From the above graph, we notice that only 17% people are aware of Lightscribe

technology, which is pioneered by HP. Also a 40% of the respondents are aware of

Quickplay and 43% of the respondents aware of Brightview screen which is again

not a good sign for Hewlett Packard. This could be because of people·s lack of

proper knowledge about HP Laptops, Poor advertising and communication from

Hewlett Packard in educating the people about its product features etc.



Page | 91

Table 9

Respondent·s perception about the style and appearance of


Variables

No of

Respondents

Percentage

of

Respondents

V.Good 20 20%

Good 62 62%

Bad 7 7%

Very Bad 8 8%

Don·t Know / Can't

Say 3 3%

Total 100 100%



Page | 92

Graph 9


Concept

The style and appearance is one of the most important feature which a

prospective buyer of Hewlett Packard Laptop will look for in a laptop before making

a purchase. This question intends to analyze the respondents perception aboutwhat they feel about the style and appearance of Hewlett Packard Laptops. The

options range from Very good to Very bad. This question will help us to understand

customer perception about Hewlett Packard laptops in a better way.

Analysis

From the graph, we can see that 20% of the respondents feel that the style

and appearance of the laptop is very good. A majority of 62% of respondents feel

that the style and appearance of the laptop is good, though not very good. 7% of the

respondents feel the it is bad, another 8% feel it is very bad and 3% of the people

have reserved their response as they don·t know or cannot say.

Respondents per ceptions about the style and

appear ance of P aptops

20%

62%

7% 8%3%

0%

10%

20%

30%

40%

50%

60%

70%

Variables

Percentage of

Respondents

V.Good

Good

Bad

Ver y Bad

Don¶t Know / Can't Say



Page | 93

Interpretation

From the graph we can infer that majority of respondents have a positive

image about the style and performance of Hewlett Packard Laptops. Almost 80% of

the respondents feel that the style and design is either very good or good. This also

explains why Hewlett Packard is also one of the leading brands in laptop market in

India and the world.

Table 10

Respondent·s perception about the relationship between the

price and quality of Hewlett Packard L aptops

Variables

No of

Respondents

Percentage

of

Respondents

High Quality, Low

Price 11 11%

High Quality, High

Price28 28%

High Quality, Value

for Money44 44%

Low Quality, High

Price17 17%

Low Qulaity, Low

Price 0 0%

Total 100 100%



Page | 94

Graph 10


Concept

This question is asked in order to find out respondent·s perception about the

relationship between the price and quality of Hewlett Packard laptops. It is very

important to understand the relationship between the two as customers tend to

relate the two of these before they make a purchase.

Analysis

From the graph, we can see that 11% of the people feel of High quality and

low price, 28% feel it·s of high quality, high price. A majority of 44% feel that HPlaptops are value for money and have high quality. Another 17% feel Hewlett

Packard Laptops are having low quality and high price. None of the respondents felt

that HP Laptops are of low quality and low price.

Respondents per ceptions about the r elationship

between the price and quality of P aptops

11%

28%

44%

17%

0%0%

10%

20%

30%

40%

50%

Variables

Percentage of

Respondents

High � uality, Low Pr ice

High � uality, High Pr ice

High � uality, Value for Money

Low � uality, High Pr ice

Low � ulaity, Low Pr ice



Page | 95

Interpretation

From the graph we can find that a majority 44% of them feel that HP laptops

are of high quality and value for money laptops. This is very favorable to the

customer as they generally expect laptops to be of this kind while making a

purchase. 28% of people feel that HP Laptops are of high quality and high price.

This could be attractive to niche customers who look for high quality and do not

bother about the price. 17% people feel that HP laptops are of low quality, but

highly priced. This is unfavourable to the company. Overall we can infer that

respondents have a positive image about Hewlett Packard Laptops in terms of their

perceived relationship between quality and price.

Table 11

Respondent·s opinion about the Ad campaigns of


Variables

No of

Respondents

Percentage

of

Respondents

Good 24 24%

Average 55 55%

Not Good 8 8%

Haven·t Seen / Not

Noticed 13 13%

Total 100 100%



Page | 97

Interpretation

From the above graph and analysis, we can infer that a majority of people

feel that the advertising campaign of Hewlett Packard Laptops are average. Which

means that they do not think they are very good. 24% people feel that the ad

campaigns are good which is favourable to HP. The remaining 8% of the people feel

that they are not good and 13% of the people haven·t seen or not noticed the ads.

This could mean that almost 20% of the people are either not satisfied with the ads

or that the ads are not catchy enough for them to take notice. HP has to do a

further analysis to find the specific profile of this 20% respondents and check if

they are prospective customers or not.

Table 12

Factors which would induce a customer to buy a

HP L aptop

Variables

No of

Respondents

Percentage

of

Respondents

Brand Name 14 14%

Quality 43 43%

Price 23 23%

After Sale Service 17 17%

Don·t Know / Can't

Say 2 2%

Other 1 1%

Total 100 100%



Page | 98

Graph 12


Concept

This question tries to find out the parameters which would induce thecustomer to buy a HP Laptop. This would give a clear understanding of what the

customer look for in a laptop and would therefore help Hewlett Packard with the

information which could help them increase the sales of their l aptops.

Analysis

From the graph, we can see that 14% people feel brand name is the most

important parameter in choosing a HP Laptop. A majority 43% feel quality alone is

the most important parameter which would help them decide. 23% feel it is price,

and 17% feel its after sales service. 2% people don·t know or cannot say and 1%

have other reasons.

Factor s which would induce a customer to buy a

P aptop

14%

43%

23%

17%

2% 1%

0%

10%

20%

30%

40%

50%

Variables

Percentage of

Respondents

Br and Name

� uality

Pr ice

Af ter Sale Ser vice

Don¶t Know / Can't Say

Other



Page | 99

Interpretation

From the graph, it is clear that majority of customer feel quality is the most

important aspect which would induce them to buy a Hewlett Packard Laptop. After

quality, feel give price of the laptop and the after sales service provided the most

important. One interesting observation here is that people say the brand name is

not the most important thing which would induce them to buy. 1% people had

other reasons like free gifts, exchange offer, combo offers etc which would induce

them to buy a Hewlett Packard laptop.

Table 13

Respondent·s Choice of brand while buying a new laptop.

Variables

No of

Respondents

Percentage

of

Respondents

IBM 15 15%

Sony Vaio 31 31%

Compaq 5 5%

Hewlett Packard 26 26%

Dell 14 14%

Acer 1 1%

Other 8 8%

Total 100 100%



Page | 100

Graph 13


Concept

This question intends to ask the final question to the respondent·s as to

which brand they would like to buy if they were to buy a new laptop. Even though a

customer might rank a brand higher in individual parameters like quality andprice, his final choice of laptop might differ. Therefore this would give a clear

picture of choice of laptop as against the competitors.

Analysis

From the graph we can find out that 15% people prefer to buy IBM laptops,

as against 31% for Sony Vaio, 5% for Compaq and 26% for Hewlett Packard. Apart

from that, 14% people feel that they would like to purchase a Dell Laptop. 1%

people want to buy an Acer laptop and 8% people would prefer other brands

Respondent's hoice of Br and while buying a

new laptop

15%

31%

5%

26%

14%

1%

8%

0%

5%

10%

15%

20%

25%

30%

35%

Variables

Percentage of

Respondents

IBM

Sony Vaio

Compaq

Hewlett Packar d

Dell

Acer

Other



Page | 101

Interpretation

We can hereby infer that majority of people prefer to buy Sony Vaio range of

Laptops. This is followed by Hewlett Packard. We can therefore conclude that Sony

Vaio is one of the major competitor for HP Laptops. IBM with 16% of the people·s

choice also is a strong competitor for HP range of Laptops.

Table 14

Gender of the Respondents

Variables

No of

Respondents

Percentage

of

Respondents

Male 64 64%

Female 36 36%

Total 100 100%



Page | 102

Graph 14


Concept

The reason behind asking this question is to get to know the gender of the

respondents.

Analysis

From the graph we can see that 64% of the respondents who were surveyed

are male and 36% of them are female.

Gender of Respondents

64%

36%

0%

10%

20%

30%

40%

50%

60%

70%

Variables

Percenta

ge of Respondents

Male

Female



Page | 103

Interpretation

We can see that a majority of users of HP laptops are Male when compared

to females.

Table 15

Age Group of the Respondents

Variables

No of

Respondents

Percentage

of

Respondents

15-20 18 18%

21-25 58 58%

26-35 12 12%

36-45 7 7%

> 45 5 5%

Total 100 100%



Page | 104

Graph 15


Concept

This question intends to find out the age group of respondents. The age

group is also one of the factors which would help us assess the perceptions about

the customers have about Hewlett Packard in a better way.

Analysis

From the graph we can note that 18% of the respondents fall in the 15-20

Age Category. 58% of the respondents age between 21-25. Apart from them, 12%

fall in the age category 26 ² 35. 7% of the respondents are in the age group of 36 ²

45. The remaining 5% are above the age group of 45.

Age Gr oup of Respondents

18%

58%

12%7% 5%

0%

10%

20%

30%

40%

50%

60%

70%

Variables

P

ercentage of Respondents

15-20

21-25

26-35

36-45

> 45



Page | 105

Interpretation

We can hereby conclude that a majority of users of laptops are in the age

group of 21-25 when compared to other age groups

Table 16

Occupation of the respondents

Variables

No of

Respondents

Percentage

of

Respondents

Student 65 65%

Working Professional 22 22%

Business 7 7%

Teaching Academic 6 6%

Total 100 100%



Page | 106

Graph 16


Concept

This question intends to find out occupation of the respondents. This will

help us to segment the customers as the occupation of the respondents would give

us a clear picture of what purpose a laptop is being used by the respondents.

Analysis

From the above graph we notice that 65% of the respondents are students

and 22% of the respondents are working professionals. The remaining 7% are

business men and 6% of them being in academic and teaching professions.

Occupation of the Respondents

65%

22%

7% 6%

0%

10%

20%

30%

40%

50%

60%

70%

Variables

P

ercentage of Respondents

Student

Wor king Pr ofessional

Business

Teaching Academic



Page | 107

Interpretation

From the graph, we can infer that majority of users of laptops are students,

which in this case are students studying business management compared to other

types of users. The next type of users is primarily working professionals.



Page | 108

FINDINGS

y It is known that globally Hewlett Packard is a leading brand in the PC and

Laptop business having a unassailable market share. The sales of Hewlett

Packard laptops are a whisker higher than IBM as on 2006. It is seen from

the analysis that a majority of people are aware of Hewlett Packard·s range of

laptop. This can be attributed the global presence of the brand, availability

across major cities in the country, product range and their quality levels.

Also as we saw from the survey, majority of people found the ads good and

around average. This also has led to better awareness of the brand in the

minds of the consumer.

y Hewlett Packard is perceived as a maker of the best range of laptops by the

people. A majority of the respondents agreed that Hewlett Packard makes

the best range of laptop. The people·s perception about Hewlett Packard

laptop·s performance is based on various factors like quality, price and

service provided. Also, since HP is a market leader people have a good

perception about the brand.

y Quality plays a very important role when customers form perceptions about

a brand. In the case of Hewlett Packard laptops, a majority of people don·t

look at Hewlett Packard laptops as having the best quality. Majority of

people feel it has medium quality. This could be because they feel its not as

great as another brand, unsatisfied with the performance, faced technical

problem with the laptop etc.

y Majority of people feel that in terms of quality Sony Vaio is better than

Hewlett Packard laptops. When asked to assign ranks to seven well know

brands in the market, Sony Vaio got maximum number of Rank 1. Followed



Page | 109

by this Hewlett Packard secured maximum number of Rank 2 and Rank 3.

This put together is more than the rank obtained by Sony Vaio in Rank 2

and Rank 3.

y The main competitor for Hewlett Packard in terms of Quality is Sony Vaio.

As majority of people ranked Sony Vaio higher than HP in terms of quality.

This is closely followed by brands like Dell, IBM and Compaq etc.

y People agree that Hewlett Packard Laptops include a lot of features which

are exclusive to its laptops alone. But at the same time people were not

aware of the major technologies and product features which are exclusively

available on Hewlett Packard Laptops like Lightscribe, Quickplay and

Brightview screens. This could be because HP hasn·t communicated these

technologies to the customers through their adversitements, POPs etc well.

y The advantage Hewlett Packard has is its product·s style and appearance.

People feel that the design, style and appearance of the laptops are good. The

new laptop ranges launched by HP like DV9000 and DV6000 series are

testimonies for these. Again, this is a reinforcement of the fact that Hewlett

Packard Laptops are considered as the manufacturer of the best range of

laptops.

y Hewlett Packard even though has a very good presence in the minds of the

people, the advertising campaigns were not very much appreciated by the

people. They feel that that the advertising campaigns are average. A lot of

respondents feel that HP ads are filled with a lot of words and pictures and

is difficult to read.



Page | 110

y When asked about which brand to buy, most of the people preferred Sony

Vaio over Hewlett Packard Laptop. This is also a reinforcement of the

previous finding that people perceive Sony Vaio as a better quality laptop in

comparison to Hewlett Packard.



Page | 111

RECOMMENDATIONS

y In today·s cut throat competition, the quality levels between companies are

bridging and the gap closing in. Therefore companies have to maintain their

levels of quality to the highest order. In the case of Hewlett Packard, since

people feel that Hewlett Packard laptops are of medium quality, it should

take enough steps to ensure that people feel its of high quality. The reality

could be that Hewlett Packard could be a manufacturer of high quality

laptops. But it is necessary to ensure that people perceive the brand in the

same way. This could be done through communication through

advertisement, better customer service, training the salesmen to

communicate about the quality to the customer at the time of purchase etc.

y Hewlett Packard·s advertising campaign has been seen as average and not

very attractive. The advertising campaigns of Hewlett Packard are

characterized by international ads, with a lot of words and pictures. People

responded that the ads are difficult to understand and lack Indian taste.

Therefore it has to improve the ads, try to ad an Indian touch and make it

more attractive.

y A lot of customers feel that the pricing of laptops of Hewlett Packard as the

same as competition. In a country like India, it is important to price lesser

than the competition to survive and to cater to a larger category of people.



Page | 112

y Hewlett Packard has been setting industry standard features which are

exclusive to its range or laptops. But even then, the awareness about their

product features is not very high. This again is due to lack of proper

communication. Hewlett Packard should give more importance to these

product features and increase awareness about them as it will help them toget more sales.

y Customers have a very good perception about the style and appearance of

the laptops. Hewlett Packard should ensure that they use it to their

advantage. And also Hewlett Packard should ensure that their future

products also maintain the same look and design. To convince customers

that their laptop designs are the best, they can use the various awards and

recognitions that they have received for their laptops on theiradvertisements.

y From the current project survey, we could clearly make out that there exists

severe competition in the market. This can be proved with reference to two

distinct points. Firstly when asked about which brand ranks the highest in

terms of quality, most of the respondents chose Sony Vaio. Secondly, when

asked about the brand they would like to buy in the future, majority of

customers again chose Sony Vaio. This clearly shows that Sony Vaio is a

clear competitor atleast in the minds of the consumer for HP. It has to tackle

this competition well inorder to derive long term results.

It can tackle competition, by cutting costs, increasing market share,

reducing price below the competition etc.

y From the survey we found that the majority of users of laptops are students.

These students are primarily students of management, art, interior design

etc where a laptop is of much use. Also the second largest users of laptops



Page | 113

are working professionals primarily from computer field. Therefore Hewlett

Packard should focus on these group of customers

y The major users of laptops are in the age group of 21-35 years of age. These

groups of customers include students, working professionals, businessmen,

housewives etc. Hewlett Packard has to focus on these group of customers

and possibly create a separate product line for each of these customers to

help satisfy their needs in a better way.



Page | 114

CONCL USION

Hewlett Packard today is a technology company operating in more than 170

countries. This phenomenal growth was achieved over the years with a lot of hard

work, determination, calculated risks and year after year of splendid performance.

In our survey we found that customers are satisfied and feel that Hewlett

Packard is a maker of quality laptops. Such positive perceptions about Hewlett

Packard could not have been built without the support and work of each and every

employee of Hewlett Packard. And with all their efforts put together, Hewlett

Packard is helping explore how technology and services can help people and

companies address their problems and challenges, and realize their possibilities,

aspirations and dreams. HP applies new thinking and ideas to create more simple,

valuable and trusted experiences with technology, continuously improving the way

our customers live and work.

Hewlett Packard has become synonymous with Laptops and PersonalComputers India today and with the industry bound to grow more and more for the

years to come, the things only look brighter. Along with HP, the opportunities and

the space to operate will be available to other manufacturers of laptops as well.

Thus, there are a lot of opportunities to harbor clean and healthy competition

among the PC Manufacturers.



Page | 115

BIBILI

OGAPHY

Books:

y C.R. Kothari (1998), Research Methodology (2nd edition) Vishwa

Prakashan, 4835/24, Ansari Road, Durgaganj, New Delhi ² 110002.

y S.L . Gupta (1999), Marketing Research, Am Excel Publishers Pvt. Ltd., A-

45, Naraina, Phase-1, New Delhi ² 110028.

y Philip Kotler & Gary Armstrong (2005), Principles of Marketing (4th

Indian Edition) Pearson Education, Inc, Indian Branch, 482, F.I.E

Patparganj, Delhi 110092, India

Websites:

y www.google.co.in

y www.wikipedia.org

y http://www.hp.com/hpinfo/

y http://welcome.hp.com/country/in/en/prodserv.html



Page | 116

Others:Business line-smart buy-April 21,2010

Business line-smart buy April 28, 2010

Hindustan times- ³BRUNCH´-April 25,2010

Marketing Research-4th

edition-Naresh k. malhotra.

Marketing Research- TATA Megraw-Hill

Marketing research- G.C

. Beri

Marketing Reasearch-3rd edition-paul hague



Page | 117

APPENDIX



Page | 118

Q UESTIONNAIRE

1) Project name

.

2) Location

3) Customers Name & Mo.No.

.

4) E-mail ID-..

5) Age.

6) Preference of the hp model

7) Before they use the hp product

(a) Yes

(b) No

8) Where from they collect the news about hp computer

(a) friends(b) Newspaper

(c) Others

9) Computers name which are in use

.

10) When will he/she buy the new computer

(A) Within 1 month

(B) Within 3 months(C) After 6 months



Page | 119

LIST OF THE COMPANIES SURVEYED

1. hp India.

2. Dell India.

3. Samsung India.

4. Toshiba India.

5. Sony India.

6. Lenove India.



Page | 120

R AW DATA



Page | 121

INDIAN COMPUTER(HP) INDUSTRY

Import Liberalisation and Development

of Indian Computer Industry:

The Indian computer industry has come a long way since its total reliance on imports from a few

multinationals in the 1960s. However, the current round of import liberalisation is producing an

increasing number of features redolent of that earlier period. This article investigates the

relationship between import liberalisation and development of industrial production, exports and

technological capabilities. It concludes that import liberalism cannot be regarded as the optimum

strategy for any country wishing to develop local production capabilities, and that some measure of

import protection has to be in place for this development to lake place. However, the case is made

fora reactive government policy which can apply varying degrees of protectionor liberalisation as the circumstances of external change and industrial development demand.

Therefore, both the timing and phasing ofpolicx changes will be important. Technical change and

other factors are shown to have mediated some outcomes and to have constrained policy choices.

1

Introduction

THIS article considers the impact of import liberalisation on India's computer industry.

This industry is chosen because of its increasing importance to the Indian economy, because of the

long history of both industry and related government policies, and because of the different types of policy it has been subject to during that history. Broadly speaking, six historical phases can be

delineated.

(i)Multinational imports (1950s-1972). Th

e

first computer was introduced into India in

1956 for use at the Indian Statistical Institute.

Multinational corporations (MNCs) were

allowed virtually free rein in the Indian

computer market with the result that the

market was supplied with outdated equipment

that was all imported. Because India had no

local base of computing skills, the Indian

government had little choice but to agree to

this situation.

(ii) Public sector production (1972-1978).

As familiarity with the use and maintenance

of computers grew and as skills developed

in complementary areas of electronics, the

government felt confident to alter policy and

severely restrict imports in order to encourage

indigenous production. As a result, IBM

decided to pull out of India. Productionrelated

capabilities including design and

manufacture were built up within the country

but these remained confined to one public

sector firm (Electronics Corporation of India

- EC1L).

(in) Private sector competition (1978-1983/

84). Import protection was maintained but

industrial licensing was liberalised, with

several private sector firms being granted

licences for the manufacture and sale of

small computers. EClL's market share fell



Page | 122

to 10 per cent by 1980, but overall demand

was boosted by an increase ia government

and public sector purchasing.

(iv) Liberalising supply, boosting demand

(1983/84-1987). Slight import liberalisation

in 1983 was succeeded by the true emergence

of India into the computer age throughthree events. Firstly, the arrival in India of

IBM-compatible personal computers

(PCs),' and secondly, the arrival of Rajiv

Gandhi as prime minister, with his great

interest in computers. Thirdly, the 1984 New

Computer Policy, which signalled a

substantial liberalisation of import policy on

complete computers, computer kits and

components (though policy was never

completely liberal).

(v) Reversing import liberalisation (1987-

1990). Most computer industry-related policyremained stable during this period. However,

import policy did changebecause of concerns

about the impact of earlier liberalisations,

some backlash from local firms adversely

affected by liberalisation, and changes in the

political economy of the state. As a result,

there was a steady reversal of some earlier

import liberalisations, so that policy at the

end of this period was a compromise between

the relative extremes of mid-1970s

protectionism and mid-1980s liberalisation.

(vi) Renewed liberalisation (1991-1995).Following the crisis of 1991, computer

industry policy was subject to a familiar set

of liberalisations: raised foreign equity limits

with automatic approval; Exim scrips and

easier-to-obtain advance licences followed

by partial rupee flotation and then

convertibility; automatic approval for many

types of technology transfer; removal of

licences for all new, expanding and merging

units; industrial registration largely removed;

locational constraints removed; new

companies exempted from the requirement

fcr steadily increasing levels of local

component use (the phased manufacturing

programme); reduced control of companies

covered under the Monopolies and Restricted

Trade Practices (MRTP) Act; increasing use

of unlicensed (Open General Licence-OGL)

import; and reductions in import duty, import

bureaucracy and excise duty.

Nevertheless, policy was not completely

liberalised. Licences were required for i mport

of some types of computer, particularly those

under Rs 0.15m (US$5,000), and overall

import tariffs were still quite high.

Government/public sector purchasing alsocontinued to form the major part ot demand,

with a number of very large investments

from 1993-94. Hardware exports were also

promoted through the initiation of the

Electronics and Hardware Technology Park

(EHTP) scheme.

This article will focus on the impacts

associated with policy liberalisation in the

period since liberalisation of computer

industry licensing in 1978. Amongst other

things, it will seek to ask whether the

computer industry is in danger of going "fullcircle' back to the state that prevailed in the

1960s.

Section II analyses the production and

export performance of this industry over the

past 15 or so years. Section HI looks in detail

at the different types of firms operating in

the Indian computer industry and discusses

their capabilities. Section IV draws detailed

conclusions about the relationship between

policy and industrial development.

Firstly, though, one needs to consider the

indicators of industrial performance used tomeasure the impact of policy and other

changes.

MEASURING INDUSTRIAL PERFORMANCE

Many industrial development commentators rely

on quantitative indicators, and two

used here will be level of overall production

and level of exports. However, it is always

M-82 Economic and Political Weekly August 26,

1995useful to look behind such measures at

more qualitative data. Lall (1987) identifies

'technologicdl capability' as a crucial

determinani of industrialisation, yet one

which is ignored by many quantitativelyoriented

researchers. Although this indicator

does not lend itself to outright measurement,

some kind of scale can be drawn up for the

technological capability of producers, as

shown in Table 1.

Following Lall (1987), one may define



Page | 123

technological capability as the general

ability to undertake the broad range of

tasks outl ined in the table, and technological

development as growth in the capability as

defined by movement up the categories

and regardless of whether or not the final

stage is attained.These capabilities are actually embodied

in ihe skills and experience of individual

workers, often seen as the most critical

resource for information technology (IT)

industries [O'Connor 1985. Kumar 19881.

In this case, technological development will

be the accumulation of increasingly skilled

workers.

II

Quantitative Changes

in Hardware ProductionTable 2 . shows the rapid

growth olcomputer production in India over recent

years. The strength of local production can

also be measured relative to imports of

compute)s. Table 3 shows the proportion ol

the Indian market taken by local producers

as opposed to imports.

In the early 1980s, local producers

serviced llie major part of the local market

and growth rates were moderate In the

mid 1980s, local production grew rapidlv

hui imports grew even faster so that the large

growth in denumd was at first inel largelyby imports, which took the major share of

the market in 1985. In 19X7. there were falls

in both imports and production growth as.

government investments and foreign

exchange were diverted into higher priority

areas because of the drought.

There were similar problems 'vitl:

government spending, foreign exchange

and industrial growth in the 1990s. But,

by the mid-1990s, thanks particularly to a

rally in government IT investments, the

local industry was stiil crowing in volume

terms and once again growing strongly in

value terms. Given the rise in OGL imports,

local production was slipping againstoverall

imports but, compared with the mid-1980s

it had re-asserted itself as the prime source

of computers for Indian consumers, making

up the majority of domestic consumption.

Indian computer industry growth has been

dependent on a number of factors including

industrial licensing, overall demand, access

to inputs, marketing, prices, technological

lag, technological standardisation, and

attitudes towards computers in the private

sector. Market share is determined by therelative attributes of price, technological

lag, quality, accessibility and desirability

of either imports or domestically-produced

computers.

Import liberalisation has had a partial

impact on some of these factors. To

summarise this impact, while import

liberalisation of kits, peripherals and

components has favoured the growth in local

computer production, any liberalisation of

imports of complete computers has reduced

the market share of local producers, assuggested by the figures above.

The rise and fall of market share

corresponds to changes in import policy

The market share for local production

dropped following liberalisation in the mid-

1980s but rose from the late 1980s as import

duties and the threshold tor minimum

configuration of imports were raised. With

Indian firms unable to address a large market

and so achieve large-scale economies,

continuing tariff protection allowed them to

compete with imports and achieve increasingimport substitution until the liberalisations

of the 1990s.

Of course, import policy has not been the

only instrument o!" the Indian government

to affect the industry. For example,

government helped to engineer the strong

growth in India s computer industry through

its demand policies. Policies on foreign

investmen* and collaboration have also been

key. with most 'local production in the

1990s involving multinationals.

In other ways, loo, a lot of computer

production within India has not been as

'local' as it might appear. Figures from Gol

(1987b), IDC (1987) and Shekhar (1988)

suggest that the import content of Indian

computers fell by more than 20 per cent

between 1982 and 1984, but then rose by

over 40 per cent between 1984 and 1987.



Page | 124

By this point, about 80 per cent of the cost

(including duties) of components and

materials for Indian computers was made up

from direct imports. Much of the remaining

20 per cent of components were bought from

Indian suppliers but themselves had a high

import content. There was some recoveryafter 1987,' with the component industry

registering a much higher growth rate and

with the overall import content falling to

around 60 per cent in the early 1990s

[Tandon e't al 1991. Raman 1993], before

rising again.

Some explanation for this rise and fall of

imports can be found in government policy

which, in 1984, helped fuel a large increase

in demand for computers. Coupled with

import liberalisation of complete computers,

this led to a large proportion of that demandbeing met by imports. However, one type

of computer, the microcomputer, remained

protected, so that companies wishing to

respond to demand had to produce them

locally and they therefore sought components

for these PCs A number of factors led to

the growth in local demand for components

being met largelv from imports.Firstly, import liberalisation allowed

i datively quick and cheap access to imported

components.

There were also technical factcs ,

particularly the emergence of the IBMcompatible

PC as a copyable global

standard, which Jaikumar and Krishna

TAHI.I: 1: S.'AI.H OP PRODCCI* TKCHNOLOGICAI.

CAI'AHIIJIY

(I) Choice and use

- Choosing ihe technology

- Setting the environment for use of thetechnology

Annual Report:



Page | 125


Chairman of the Board 3000 Hanover Street

L´eo Apotheker Palo Alto, CA 94304

President and Chief Executive Officer www.hp.com

To our Stockholders:

We are pleased to invite you to attend the annual meeting of stockholders of Hewlett-Packard

Company to be held on March 23, 2011 at 2:00 p.m., local time, at the Sheraton National Hotel,

900 South Orme Street, Arlington, Virginia.

Details regarding admission to the meeting and the business to be conducted are more fully

described

in the accompanying Notice of Annual Meeting and Proxy Statement.

This year, we are pleased to be again using the U.S. Securities and Exchange Commission rule that

allows companies to furnish their proxy materials over the Internet. As a result, we are mailing to

many

of our stockholders a notice instead of a paper copy of this proxy statement and our 2010 Annual

Report. The notice contains instructions on how to access those documents over the Internet. The

notice also contains instructions on how each of those stockholders can receive a paper copy of our

proxy materials, including this proxy statement, our 2010 Annual Report and a form of proxy card or

voting instruction card. All stockholders who do not receive a notice, including stockholders who

have

previously requested to receive paper copies of proxy materials, will receive a paper copy of the

proxy

materials by mail unless they have previously requested delivery of proxy materials electronically.

Continuing to employ this distribution process will conserve natural resources and reduce the costs

of

printing and distributing our proxy materials.



Page | 126

Your vote is important. Regardless of whether you plan to attend the annual meeting, we hope you

will

vote as soon as possible. You may vote by proxy over the Internet or by telephone, or, if you

received

paper copies of the proxy materials by mail, you can also vote by mail by following the instructionson

the proxy card or voting instruction card. Voting over the Internet, by telephone or by written proxy

or

voting instruction card will ensure your representation at the annual meeting regardless of whether

you

attend in person.

Thank you for your ongoing support of, and continued interest in, Hewlett-Packard Company.

Sincerely,

Raymond J. Lane L´eo Apotheker

Chairman of the Board President and Chief Executive Officer2011 ANNUAL MEETING OF

STOCKHOLDERS

NOTICE OF ANNUAL MEETING AND PROXY STATEMENT

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Time and Date 2:00 p.m., local time, on Wednesday, March 23, 2011

Place Sheraton National Hotel, 900 South Orme Street, Arlington, Virginia

Items of Business (1) To elect directors

(2) To ratify the appointment of the independent registered public accounting firm for

the fiscal year ending October 31, 2011

(3) To conduct an advisory vote on executive compensation

(4) To conduct an advisory vote on the frequency of holding future advisory votes on

executive compensation

(5) To approve the Hewlett-Packard Company 2011 Employee Stock Purchase Plan

(6) To approve an amendment to the Hewlett-Packard Company 2005 Pay-for-Results

Plan to extend the term of the plan



Page | 127

(7) To consider such other business as may properly come before the meeting

Adjournments and Any action on the items of business described above may be considered at the

annual

Postponements meeting at the time and on the date specified above or at any time and date to

which

the annual meeting may be properly adjourned or postponed.

Record Date You are entitled to vote only if you were an HP stockholder as of the close of business

on January 24, 2011.

Meeting Admission You are entitled to attend the annual meeting only if you were an HP

stockholder as of

the close of business on January 24, 2011 or hold a valid proxy for the annual meeting.

You should be prepared to present photo identification for admittance. In addition, if

you are a stockholder of record or hold your shares through the Hewlett-Packard

Company 401(k) Plan or the Hewlett-Packard Company 2000 Employee Stock Purchase

Plan, also known as the Share Ownership Plan, your ownership as of the record date

will be verified prior to admittance into the meeting. If you are not a stockholder of

record but hold shares through a broker, trustee or nominee, you must provide proof of

beneficial ownership as of the record date, such as your most recent account statement

prior to January 24, 2011 or similar evidence of ownership. If you do not provide photo

identification and comply with the other procedures outlined above, you will not be

admitted to the annual meeting.

The annual meeting will begin promptly at 2:00 p.m., local time. Check-in will begin at

12:30 p.m., local time, and you should allow ample time for the check-in procedures.

Voting Your vote is very important. Whether or not you plan to attend the annual meeting, we

hope you will vote as soon as possible. You may vote your shares via a toll-free

telephone number or over the Internet. If you received a paper copy of a proxy or

voting instruction card by mail, you may submit your proxy or voting instruction card

for the annual meeting by completing, signing, dating and returning your proxy or



Page | 128

voting instruction card in the pre-addressed envelope provided. For specific

instructions on how to vote your shares, please refer to the section entitled Questions

and AnswersVoting Information beginning on page 4 of this proxy statement.

By order of the Board of Directors,

MICHAEL J. HOLSTON

Executive Vice President, General Counsel and Secretary

This notice of annual meeting and proxy statement and form of proxy are being distributed and

made available

on or about February 1, 2011.QUESTIONS AND ANSWERS

Proxy Materials

1. Why am I receiving these materials?

The Hewlett-Packard Company Board of Directors (the Board) has made these materials

available to you over the Internet or delivered paper copies of these materials to you by mail in

connection with HPs annual meeting of stockholders, which will take place on Wednesday, March

23,

2011. As a stockholder, you are invited to attend the annual meeting and vote on the items of

business

described in this proxy statement. This proxy statement includes information that we are required to

provide to you under the rules of the U.S. Securities and Exchange Commission and that is designed

to

assist you in voting your shares.

2. What is included in the proxy materials?

The proxy materials include:

Our proxy statement for the annual meeting of stockholders; and

Our 2010 Annual Report, which includes our Annual Report on Form 10-K for the fiscal year

ended October 31, 2010.

If you received a paper copy of these materials by mail, the proxy materials also include a proxy card

or a voting instruction card for the annual meeting.



Page | 129

3. What information is contained in this proxy statement?

The information in this proxy statement relates to the proposals to be voted on at the annual

meeting, the voting process, the Board and Board committees, the compensation of HPs directors

and

certain executive officers for fiscal 2010 and other required information.

4. Why did I receive a notice in the mail regarding the Internet availability of the proxy materials

instead of a paper copy of the proxy materials?

This year, we are pleased to be again using the U.S. Securities and Exchange Commission rule that

allows companies to furnish their proxy materials over the Internet. As a result, we are mailing to

many

of our stockholders a notice about the Internet availability of the proxy materials instead of a paper

copy of the proxy materials. All stockholders receiving the notice will have the ability to access the

proxy materials over the Internet and request to receive a paper copy of the proxy materials by mail.

Instructions on how to access the proxy materials over the Internet or to request a paper copy may

be

found in the notice. In addition, the notice contains instructions on how you may request to access

proxy materials in printed form by mail or electronically on an ongoing basis.

5. Why didnt I receive a notice in the mail about the Internet availability of the proxy materials?

We are providing some of our stockholders, including stockholders who have previously requested

to receive paper copies of the proxy materials and some of our stockholders who are living outside

of

the United States, with paper copies of the proxy materials instead of a notice about the Internet

availability of the proxy materials.

In addition, we are providing notice of the availability of the proxy materials by e-mail to those

stockholders who have previously elected delivery of the proxy materials electronically. Those

stockholders should have received an e-mail containing a link to the website where those materials

are

available and a link to the proxy voting website.

26. How can I access the proxy materials over the Internet?



Page | 130

Your notice about the Internet availability of the proxy materials, proxy card or voting instruction

card will contain instructions on how to:

View our proxy materials for the annual meeting on the Internet; and

Instruct us to send our future proxy materials to you electronically by e-mail.

Our proxy materials are also available on our website at

www.hp.com/investor/stockholdermeeting2011.

Your notice of Internet availability of proxy materials, proxy card or voting instruction card will

contain instructions on how you may request to access proxy materials electronically on an ongoing

basis. Choosing to access your future proxy materials electronically will help us conserve natural

resources and reduce the costs of distributing our proxy materials. If you choose to access future

proxy

materials electronically, you will receive an e-mail with instructions containing a link to the website

where those materials are available and a link to the proxy voting website. Your election to access

proxy materials by e-mail will remain in effect until you terminate it.

7. How may I obtain a paper copy of the proxy materials?

Stockholders receiving a notice about the Internet availability of the proxy materials will find

instructions about how to obtain a paper copy of the proxy materials on their notice. Stockholders

receiving notice of the availability of the proxy materials by e-mail will find instructions about how to

obtain a paper copy of the proxy materials as part of that e-mail. All stockholders who do not receive

a

notice or an e-mail will receive a paper copy of the proxy materials by mail.

8. I share an address with another stockholder, and we received only one paper copy of the proxy

materials. How may I obtain an additional copy of the proxy materials?

If you share an address with another stockholder, you may receive only one set of proxy materials

unless you have provided contrary instructions. If you wish to receive a separate set of proxy

materials

now, please request the additional copy by contacting Innisfree M&A Incorporated (Innisfree) at:

(877) 750-5838 (U.S. and Canada)



Page | 131

(412) 232-3651 (International)

E-mail: [email protected]

A separate set of proxy materials will be sent promptly following receipt of your request.

If you are a stockholder of record and wish to receive a separate set of proxy materials in the

future, please contact HPs transfer agent. See Question 27 below.

If you are the beneficial owner of shares held through a broker, trustee or other nominee and you

wish to receive a separate set of proxy materials in the future, please call Broadridge Financial

Solutions, Inc. at:

(800) 542-1061

All stockholders also may write to us at the address below to request a separate copy of these

materials:


Attn: Investor Relations

3000 Hanover Street

Palo Alto, California 94304

39. What should I do if I receive more than one notice or e-mail about the Internet availability of the

proxy materials or more than one paper copy of the proxy materials?

You may receive more than one notice, more than one e-mail or more than one paper copy of the

proxy materials, including multiple paper copies of this proxy statement and multiple proxy cards or

voting instruction cards. For example, if you hold your shares in more than one brokerage account,

you

may receive a separate notice, a separate e-mail or a separate voting instruction card for each

brokerage account in which you hold shares. If you are a stockholder of record and your shares are

registered in more than one name, you may receive more than one notice, more than one e-mail or

more than one proxy card. To vote all of your shares by proxy, you must complete, sign, date and

return each proxy card and voting instruction card that you receive and vote over the Internet the

shares represented by each notice and e-mail that you receive (unless you have requested and

received



Page | 132

a proxy card or voting instruction card for the shares represented by one or more of those notices or

e-mails).

10. How may I obtain a copy of HPs 2010 Form 10-K and other financial information?

Stockholders may request a free copy of our 2010 Annual Report, which includes our 2010

Form 10-K, from:


Attn: Investor Relations

3000 Hanover Street


(866) 869-5335

www.hp.com/investor/informationrequest

Alternatively, stockholders can access the 2010 Annual Report, which includes our 2010 Form 10-K

and other financial information, on HPs Investor Relations website at:

www.hp.com/investor/home

HP also will furnish any exhibit to the 2010 Form 10-K if specifically requested.

Voting Information

11. What items of business will be voted on at the annual meeting?

The items of business scheduled to be voted on at the annual meeting are:

The election of directors;

The ratification of the appointment of HPs independent registered public accounting firm for

the 2011 fiscal year;

The advisory vote on executive compensation;

The advisory vote on the frequency of holding future advisory votes on executive compensation;

The approval of the Hewlett-Packard Company 2011 Employee Stock Purchase Plan; and

The approval of an amendment to the Hewlett-Packard Company 2005 Pay-for-Results Plan to

extend the term of the plan.

We also will consider any other business that properly comes before the annual meeting. See



Page | 133

Question 23 below.

412. How does the Board recommend that I vote?

Our Board recommends that you vote your shares FOR each of the nominees for election to the

Board, FOR the ratification of the appointment of HPs independent registered public accounting

firm,

FOR the approval of the compensation of HPs named executive officers, FOR the approval of an

annual advisory vote on executive compensation, FOR the approval of the Hewlett-Packard

Company

2011 Employee Stock Purchase Plan, and FOR the approval of an amendment to the Hewlett-

Packard

Company 2005 Pay-for-Results Plan to extend the term of the plan.

13. What is the difference between holding shares as a stockholder of record and as a beneficial

owner?

Most HP stockholders hold their shares through a broker, trustee or other nominee rather than

directly in their own name. As summarized below, there are some distinctions between shares held

of

record and those owned beneficially.

Stockholder of RecordIf your shares are registered directly in your name with HPs transfer

agent, you are considered, with respect to those shares, the stockholder of record. As the

stockholder of record, you have the right to grant your voting proxy directly to HP or to a third

party, or to vote in person at the meeting.

Beneficial OwnerIf your shares are held in a brokerage account, by a trustee or by another

nominee, you are considered the beneficial owner of those shares. As the beneficial owner of

those shares, you have the right to direct your broker, trustee or nominee how to vote and you

also are invited to attend the annual meeting. However, because a beneficial owner is not the

stockholder of record, you may not vote these shares in person at the meeting unless you obtain

a legal proxy from the broker, trustee or nominee that holds your shares, giving you the right

to vote the shares at the meeting.



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14. What shares can I vote?

Each holder of shares of HP common stock issued and outstanding as of the close of business on

January 24, 2011, the record date for the annual meeting, is entitled to cast one vote per share on all

items being voted upon at the annual meeting. You may vote all shares owned by you as of this time,

including (1) shares held directly in your name as the stockholder of record, including shares

purchased

through HPs Dividend Reinvestment Plan and HPs employee stock purchase plans and shares held

through HPs Direct Registration Service, and (2) shares held for you as the beneficial owner through

a

broker, trustee or other nominee. On the record date, HP had approximately 2,174,546,309 shares

of

common stock issued and outstanding.

15. How can I vote my shares in person at the annual meeting?

Shares held in your name as the stockholder of record may be voted in person at the annual

meeting. Shares for which you are the beneficial owner but not the stockholder of record may be

voted

in person at the annual meeting only if you obtain a legal proxy from the broker, trustee or nominee

that holds your shares giving you the right to vote the shares. Even if you plan to attend the annual

meeting, we recommend that you also vote by proxy as described below so that your vote will be

counted if you later decide not to attend the meeting.

516. How can I vote my shares without attending the annual meeting?

Whether you hold shares directly as the stockholder of record or through a broker, trustee or

other nominee as the beneficial owner, you may direct how your shares are voted without attending

the

annual meeting. There are three ways to vote by proxy:

By InternetStockholders who have received a notice of the availability of the proxy materials

by mail may submit proxies over the Internet by following the instructions on the notice.

Stockholders who have received notice of the availability of the proxy materials by e-mail may

submit proxies over the Internet by following the instructions included in the e-mail.



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Stockholders who have received a paper copy of a proxy card or voting instruction card by mail

may submit proxies over the Internet by following the instructions on the proxy card or voting

instruction card.

By TelephoneStockholders of record who live in the United States or Canada may submit

proxies by telephone by calling 1-866-209-1711 and following the instructions. Stockholders of

record who have received a notice of availability of the proxy materials by mail must have the

control number that appears on their notice available when voting. Stockholders of record who

received notice of the availability of the proxy materials by e-mail must have the control number

included in the e-mail available when voting. Stockholders of record who have received a proxy

card by mail must have the control number that appears on their proxy card available when

voting. Most stockholders who are beneficial owners of their shares living in the United States

or Canada and who have received a voting instruction card by mail may vote by phone by calling

the number specified on the voting instruction card provided by their broker, trustee or

nominee. Those stockholders should check the voting instruction card for telephone voting

availability.

By MailStockholders who have received a paper copy of a proxy card or voting instruction

card by mail may submit proxies by completing, signing and dating their proxy card or voting

instruction card and mailing it in the accompanying pre-addressed envelope.

17. What is the deadline for voting my shares?

If you hold shares as the stockholder of record, or through the Hewlett-Packard Company 2000

Employee Stock Purchase Plan (the Share Ownership Plan), your vote by proxy must be received

before the polls close at the annual meeting.

If you hold shares in the Hewlett-Packard Company 401(k) Plan (the HP 401(k) Plan), your

voting instructions must be received by 11:59 p.m., Eastern time, on March 20, 2011 for the trustee

to

vote your shares.

If you are the beneficial owner of shares held through a broker, trustee or other nominee, please



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follow the voting instructions provided by your broker, trustee or nominee.

18. May I change my vote?

You may change your vote at any time prior to the vote at the annual meeting, except that any

change to your voting instructions for the HP 401(k) Plan must be provided by 11:59 p.m., Eastern

time, on March 20, 2011 as described above. If you are the stockholder of record, you may change

your

vote by granting a new proxy bearing a later date (which automatically revokes the earlier proxy), by

providing a written notice of revocation to the Corporate Secretary at the address below in Question

30

prior to your shares being voted, or by attending the annual meeting and voting in person.

Attendance

at the meeting will not cause your previously granted proxy to be revoked unless you specifically

make

that request. For shares you hold beneficially in the name of a broker, trustee or other nominee, you

may change your vote by submitting new voting instructions to your broker, trustee or nominee, or,

if

6you have obtained a legal proxy from your broker or nominee giving you the right to vote your

shares,

by attending the meeting and voting in person.

19. Is my vote confidential?

Proxy instructions, ballots and voting tabulations that identify individual stockholders are handled

in a manner that protects your voting privacy. Your vote will not be disclosed, either within HP or to

third parties, except: (1) as necessary to meet applicable legal requirements; (2) to allow for the

tabulation of votes and certification of the vote; and (3) to facilitate a successful proxy solicitation.

Occasionally, stockholders provide on their proxy card written comments, which are then forwarded

to

HP management.

20. How are votes counted?

In the election of directors, you may vote FOR, AGAINST or ABSTAIN with respect to



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each of the nominees. If you elect to abstain in the election of directors, the abstention will not

impact

the election of directors. In tabulating the voting results for the election of directors, only FOR and

AGAINST votes are counted. You also may cumulate your votes as described in Question 22.

With respect to Proposal No. 4, the advisory vote on the frequency of holding future advisory votes

on executive compensation, you may vote 1 YEAR, 2 YEARS, 3 YEARS or ABSTAIN. If you

abstain from voting on Proposal No. 4, the abstention will not have an effect on the outcome of the

vote.

For the other items of business, you may vote FOR, AGAINST or ABSTAIN. If you elect to

abstain, the abstention will have the same effect as an AGAINST vote.

If you are the beneficial owner of shares held in the name of a broker, trustee or other nominee

and do not provide that broker, trustee or other nominee with voting instructions, your shares may

constitute broker non-votes. Generally, broker non-votes occur on a matter when a broker is not

permitted to vote on that matter without instructions from the beneficial owner and instructions are

not

given. In tabulating the voting results for any particular proposal, shares that constitute broker

non-votes are not considered entitled to vote on that proposal. Thus, broker non-votes will not

affect

the outcome of any matter being voted on at the meeting, assuming that a quorum is obtained.

Abstentions have the same effect as votes against the matter except in the election of directors, as

described above.

If you provide specific instructions with regard to certain items, your shares will be voted as you

instruct on such items. If you vote by proxy card or voting instruction card and sign the card without

giving specific instructions, your shares will be voted in accordance with the recommendations of

the

Board (FOR all of HPs nominees to the Board, FOR ratification of the appointment of HPs

independent registered public accounting firm, FOR the approval of the compensation of HPs

named

executive officers, FOR the approval of an annual advisory vote on executive compensation, FOR the



Page | 138

Hewlett-Packard Company 2011 Employee Stock Purchase Plan and FOR the approval of an

amendment to the Hewlett-Packard Company 2005 Pay-for-Results Plan to extend the term of the

plan).

For any shares you hold in the HP 401(k) Plan, if your voting instructions are not received by

11:59 p.m., Eastern time, on March 20, 2011, your shares will be voted in proportion to the way the

shares held by the other HP 401(k) Plan participants are voted, except as may be otherwise required

by

law.

721. What is the voting requirement to approve each of the proposals?

In the election of directors, each director will be elected by the vote of the majority of votes cast

with respect to that director nominee. A majority of votes cast means that the number of votes castfor

a nominees election must exceed the number of votes cast against such nominees election. Each

nominee receiving more votes for his or her election than votes against his or her election will be

elected. Approval of each of the other proposals requires the affirmative vote of a majority of the

shares present in person or represented by proxy and entitled to vote on that proposal at the annual

meeting.

22. Is cumulative voting permitted for the election of directors?

In the election of directors, you may elect to cumulate your vote. Cumulative voting will allow you

to allocate among the director nominees, as you see fit, the total number of votes equal to the

number

of director positions to be filled multiplied by the number of shares you hold. For example, if you

own

100 shares of stock and there are 13 directors to be elected at the annual meeting, you may allocate

1,300 FOR votes (13 times 100) among as few or as many of the 13 nominees to be voted on atthe

annual meeting as you choose. You may not cumulate your votes against a nominee.

If you are a stockholder of record and choose to cumulate your votes, you will need to submit a

proxy card or, if you vote in person at the annual meeting, submit a ballot and make an explicit



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statement of your intent to cumulate your votes, either by so indicating in writing on the proxy card

or

by indicating in writing on your ballot when voting at the annual meeting. If you hold shares

beneficially through a broker, trustee or other nominee and wish to cumulate votes, you should

contact

your broker, trustee or nominee.

If you vote by proxy card or voting instruction card and sign your card with no further instructions,

L´eo Apotheker, Michael J. Holston and Paul T. Porrini, as proxy holders, may cumulate and cast your

votes in favor of the election of some or all of the applicable nominees in their sole discretion,

except

that none of your votes will be cast for any nominee as to whom you vote against or abstain from

voting.

Cumulative voting applies only to the election of directors.

23. What happens if additional matters are presented at the annual meeting?

Other than the six items of business described in this proxy statement, we are not aware of any

other business to be acted upon at the annual meeting. If you grant a proxy, the persons named as

proxy holders, L´eo Apotheker, Michael J. Holston and Paul T. Porrini, will have the discretion to vote

your shares on any additional matters properly presented for a vote at the meeting. If for any reason

any of our nominees is not available as a candidate for director, the persons named as proxy holders

will vote your proxy for such other candidate or candidates as may be nominated by the Board.

24. Who will serve as inspector of elections?

The inspector of elections will be a representative from an independent firm, IVS Associates, Inc.

25. Who will bear the cost of soliciting votes for the annual meeting?

HP is making this solicitation and will pay the entire cost of preparing, assembling, printing,

mailing and distributing the notices and these proxy materials and soliciting votes. In addition to the

mailing of the notices and these proxy materials, the solicitation of proxies or votes may be made in

person, by telephone or by electronic communication by our directors, officers and employees, who

will



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not receive any additional compensation for such solicitation activities. We also have hired Innisfree

to

assist us in the distribution of proxy materials and the solicitation of votes described above. We will

pay

8Innisfree a base fee of $20,000 plus customary costs and expenses for these services. HP hasagreed to

indemnify Innisfree against certain liabilities arising out of or in connection with its agreement. We

also

will reimburse brokerage houses and other custodians, nominees and fiduciaries for forwarding

proxy

and solicitation materials to stockholders.

26. Where can I find the voting results of the annual meeting?

We intend to announce preliminary voting results at the annual meeting and publish final results in

a Current Report on Form 8-K to be filed with the SEC within four business days of the annual

meeting.

27. What if I have questions for HPs transfer agent?

Please contact HPs transfer agent, at the phone number or address listed below, with questions

concerning stock certificates, dividend checks, transfer of ownership or other matters pertaining to

your

stock account.

Please note that on February 12, 2011, Wells Fargo Bank, N.A. will begin providing transfer agent

services to HP, and Computershare Trust Company, N.A. will cease serving as HPs transfer agent. For

questions relating to transactions executed or other events occurring prior to February 12, 2011,

please

contact Computershare as follows:

Computershare Trust Company, N.A.

Shareholder Services

250 Royall Street

Canton, Massachusetts 02021

(800) 286-5977 (U.S. and Canada)



Page | 141


For questions relating to transactions executed or other events occurring on or after February 12,

2011,

please contact Wells Fargo as follows:

Wells Fargo Bank, N.A.

Shareowner Services

161 North Concord Exchange

South St. Paul, MN 55075

(800) 286-5977 (U.S. and Canada)


A dividend reinvestment and stock purchase program is also available through HPs transfer agent.

For information about this program, please contact HPs transfer agent as follows:

For inquiries prior to February 12, 2011: For inquiries on or after February 12, 2011:

Computershare Trust Company, N.A. Wells Fargo Bank, N.A.

Dividend Reinvestment Services Shareowner Services

250 Royall Street 161 North Concord Exchange

Canton, Massachusetts 02021 South St. Paul, MN 55075

(800) 286-5977 (U.S. and Canada) (800) 286-5977 (U.S. and Canada)

(312) 360-5138 (International) (651) 450-4064 (International)

9Annual Meeting Information

28. How can I attend the annual meeting?

You are entitled to attend the annual meeting only if you were an HP stockholder or joint holder

as of the close of business on January 24, 2011 or if you hold a valid proxy for the annual meeting.

You

must present photo identification for admittance. If you are a stockholder of record or hold your

shares

through the HP 401(k) Plan or the Share Ownership Plan, your name will be verified against the list

of



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stockholders of record or plan participants on the record date prior to your admission to the annual

meeting. If you are not a stockholder of record but hold shares through a broker, trustee or

nominee,

you must provide proof of beneficial ownership on the record date, such as your most recent

account

statement prior to January 24, 2011 or other similar evidence of ownership. If you do not provide

photo

identification or comply with the other procedures outlined above, you will not be admitted to the

annual meeting.

The meeting will begin promptly at 2:00 p.m., local time. Check-in will begin at 12:30 p.m., local

time, and you should allow ample time for the check-in procedures.

29. How many shares must be present or represented to conduct business at the annual meeting?

The quorum requirement for holding the annual meeting and transacting business is that holders

of a majority of shares of HP common stock entitled to vote must be present in person or

represented

by proxy. Both abstentions and broker non-votes described previously in Question 21 are counted

for

the purpose of determining the presence of a quorum.

Stockholder Proposals, Director Nominations and Related Bylaw Provisions

30. What is the deadline to propose actions for consideration at next years annual meeting of

stockholders?

You may submit proposals for consideration at future stockholder meetings. For a stockholder

proposal to be considered for inclusion in HPs proxy statement for the annual meeting next year,

the

Corporate Secretary must receive the written proposal at our principal executive offices no later

than

October 4, 2011. Such proposals also must comply with SEC regulations under Rule 14a-8 regarding

the inclusion of stockholder proposals in company sponsored proxy materials. Proposals should be

addressed to:

Corporate Secretary



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3000 Hanover Street


Fax: (650) 857-4837

For a stockholder proposal that is not intended to be included in HPs proxy statement under

Rule 14a-8, the stockholder must provide the information required by HPs Bylaws and give timely

notice to the Corporate Secretary in accordance with HPs Bylaws, which, in general, require that the

notice be received by the Corporate Secretary:

not earlier than the close of business on November 23, 2011, and

not later than the close of business on December 26, 2011.

If the date of the stockholder meeting is moved more than 30 days before or 60 days after the

anniversary of the HP annual meeting for the prior year, then notice of a stockholder proposal that is

not intended to be included in HPs proxy statement under Rule 14a-8 must be received no earlier

than

10the close of business 120 days prior to the meeting and not later than the close of business on the

later

of the following two dates:

90 days prior to the meeting; and

10 days after public announcement of the meeting date.

31. How may I recommend or nominate individuals to serve as directors?

You may propose director candidates for consideration by the Boards Nominating and

Governance Committee. Any such recommendations should include the nominees name and

qualifications for Board membership and should be directed to the Corporate Secretary at the

address

of our principal executive offices set forth in Question 30 above.

In addition, HPs Bylaws permit stockholders to nominate directors for election at an annual

stockholder meeting. To nominate a director, the stockholder must deliver the information required

by



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HPs Bylaws.

32. What is the deadline to propose or nominate individuals to serve as directors?

A stockholder may send a proposed director candidates name and information to the Board at

any time. Generally, such proposed candidates are considered at the first or second Board meeting

prior to the issuance of the proxy statement for HPs annual meeting.

To nominate an individual for election at an annual stockholder meeting, the stockholder must give

timely notice to the Corporate Secretary in accordance with HPs Bylaws, which, in general, require

that the notice be received by the Corporate Secretary between the close of business on November

23,

2011 and the close of business on December 26, 2011, unless the annual meeting is moved by more

than 30 days before or 60 days after the anniversary of the prior years annual meeting, in whichcase

the deadline will be as described in Question 30.

33. How may I obtain a copy of HPs Bylaw provisions regarding stockholder proposals and director

nominations?

You may contact the Corporate Secretary at our principal executive offices for a copy of the

relevant Bylaw provisions regarding the requirements for making stockholder proposals and

nominating

director candidates. HPs Bylaws also are available on HPs website at www.hp.com/hpinfo/investor/

bylaws.

Further Questions

34. Who can help answer my questions?

If you have any questions about the annual meeting or how to vote or revoke your proxy, you

should contact HPs proxy solicitor:

Innisfree M&A Incorporated

501 Madison Avenue, 20

th

Floor



Page | 145

New York, New York 10022

Stockholders: (877) 750-5838 (U.S. and Canada)


Banks and brokers (call collect):

(212) 750-5833

11CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS

HP is committed to maintaining the highest standards of business conduct and corporate

governance, which we believe are essential to running our business efficiently, serving our

stockholders

well and maintaining HPs integrity in the marketplace. HP maintains a code of business conduct and

ethics for directors, officers (including HPs principal executive officer, principal financial officer and

principal accounting officer) and employees, known as our Standards of Business Conduct. HP also

has

adopted Corporate Governance Guidelines, which, in conjunction with the Certificate of

Incorporation,

Bylaws and Board committee charters, form the framework for the governance of HP. All of these

documents are available at www.hp.com/investor/corpgovernance/highlights. HP will post on this

website

any amendments to the Standards of Business Conduct or waivers of the Standards of Business

Conduct for directors and executive officers. Stockholders may request free printed copies of the

Standards of Business Conduct, the Corporate Governance Guidelines and the Board committee

charters from:


Attention: Investor Relations

3000 Hanover Street


(866) 869-5335

www.hp.com/investor/home



Page | 146

Board Leadership Structure

The Board is currently led by a non-executive Chairman, Raymond J. Lane, who is an independent

director. While the position of Chairman and Chief Executive Officer may be held by the same

person,

as discussed below, the Boards current preferred governance structure is to have an independent

director serve as Chairman. The Board recognizes that there is no single, generally accepted

approach

to providing Board leadership, and the Boards leadership structure may vary in the future as

circumstances warrant. In cases where the Board determines it is in the best interests of HPs

stockholders to combine the positions of Chairman and CEO, the independent directors will

designate

a lead independent director.

The Chairman oversees the planning of the annual Board calendar, and, with the CEO, in

consultation with the other directors, schedules and sets the agenda for meetings of the Board and

leads the discussion at such meetings. The Chairman also presides at executive sessions, serves as a

liaison between the CEO and the independent directors, sees that directors receive appropriate and

timely information, assists the Chairmen of the Board committees in preparing agendas for the

respective committee meetings, chairs HPs annual meetings of stockholders, is available inappropriate

circumstances to speak on behalf of the Board, and performs such other functions and

responsibilities

as set forth in HPs Corporate Governance Guidelines or as requested by the Board from time to

time.

The Chairman also encourages direct dialogue between all directors and management and provides

leadership to the Board in its oversight function.

Board Structure and Committee Composition

As of the date of this proxy statement, the Board has 17 directors and the following six standing

committees: (1) Audit; (2) Finance and Investment; (3) HR and Compensation; (4) Nominating and

Governance; (5) Public Policy; and (6) Technology. The current committee membership, the number

of



Page | 147

meetings during the last fiscal year and the function of each of the standing committees are

described

below. Each of the standing committees operates under a written charter adopted by the Board. All

of

the committee charters are available on HPs website at www.hp.com/investor/board_charters. The

12Board and each of the committees has the authority to retain, terminate and receive appropriate

funding from HP for outside advisors as the Board and each committee deems necessary.

During fiscal 2010, the Board held 34 meetings, including 17 executive sessions. Each director

serving during fiscal 2010 attended at least 75% of the aggregate of all Board and applicable

committee

meetings held during the period that he or she served as a director.

Directors are encouraged to attend annual meetings of HP stockholders. Nine of the eleven

then-current directors attended the last annual meeting of stockholders.

Nominating

Finance and HR and and Public

Name of Director Audit Investment Compensation Governance Policy Technology

Non-Employee Directors:

Marc L. Andreessen Chair

Lawrence T. Babbio, Jr. Member Chair Member

Sari M. Baldauf Member Member Member

Shumeet Banerji

(1)

Rajiv L. Gupta Member Member Member

John H. Hammergren Chair Member

Joel Z. Hyatt

(2)

Member Member Chair

John R. Joyce



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(2)

Member Member

Raymond J. Lane

(3)

Gary M. Reiner

(1)

Patricia F. Russo

(1)

Robert L. Ryan

(2)

Chair Member Member

Lucille S. Salhany

(2)

Member Member Chair

Dominique Senequier

(1)

G. Kennedy Thompson Member Member Member

Margaret C. Whitman

(1)

Employee Director:

L´eo Apotheker

(3)

Number of Meetings in Fiscal 2010 14 18 11 7 4 7

(1) Mr. Banerji, Mr. Reiner, Ms. Russo, Ms. Senequier and Ms. Whitman were elected to the Board

effective on January 21,

2011.

(2) Mr. Hyatt, Mr. Joyce, Mr. Ryan and Ms. Salhany are not standing for election at the annual

meeting.



Page | 149

(3) Mr. Lane and Mr. Apotheker were elected to the Board effective on November 1, 2010.

Audit Committee

HP has a separately designated standing Audit Committee established in accordance with

Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the Exchange Act). The

Audit Committee assists the Board in fulfilling its responsibilities for generally overseeing HPs

financial reporting processes and the audit of HPs financial statements, including the integrity of

HPs

financial statements, HPs compliance with legal and regulatory requirements, the qualifications and

independence of the independent registered public accounting firm and any relationships or services

between the firm and HP or individuals in financial reporting oversight roles at HP which may bear

on

the firms independence, the performance of HPs internal audit function and the independent

registered public accounting firm, and risk assessment and risk management. Among other things,

the

Audit Committee prepares the Audit Committee report for inclusion in the annual proxy statement;

13annually reviews its charter and performance; appoints, evaluates and determines the

compensation of

the independent registered public accounting firm; sets clear hiring policies for employees or former

employees of the independent registered public accounting firm and monitors compliance

therewith;

reviews and approves the scope of the annual audit, the audit fee and the financial statements;

reviews

HPs disclosure controls and procedures, internal controls, information security policies, internal

audit

function, and corporate policies with respect to financial information and earnings guidance; reviews

regulatory and accounting initiatives and off-balance sheet structures; oversees HPs compliance

programs with respect to legal and regulatory requirements; oversees investigations into complaints

concerning financial matters; and reviews other risks that may have a significant impact on HPs

financial statements. The Audit Committee works closely with management as well as the

independent



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registered public accounting firm.

The Board determined that each of Mr. Ryan, chair of the Audit Committee, and Audit

Committee members Ms. Baldauf, Mr. Joyce, Ms. Salhany and Mr. Thompson is independent within

the meaning of the New York Stock Exchange (NYSE) standards of independence for directors and

audit committee members and satisfied the NYSE financial literacy requirements. The Board also

determined that each of Mr. Ryan, Ms. Baldauf, Mr. Joyce and Mr. Thompson is an audit committee

financial expert as defined by SEC rules.

The report of the Audit Committee is included on page 77.

Finance and Investment Committee

The Finance and Investment Committee provides oversight to the finance and investment functions

of HP. The Finance and Investment Committee reviews or oversees significant treasury matters such

as

capital structure, derivative policy, global liquidity, investment policy, borrowings, currency

exposure,

dividend policy, share issuances and repurchases, and capital spending; oversees HPs loans and loan

guarantees of third-party debt and obligations; reviews HP Financial Services capitalization and

operations, including residual and credit management, risk concentration, and return on invested

capital; and reviews the activities of HPs Investor Relations department. The Finance and

Investment

Committee also assists the Board in evaluating investment, acquisition, enterprise services, joint

venture

and divestiture transactions in which HP engages as part of its business strategy from time to time;

reports to the Board and makes recommendations to the Board as to scope, direction, quality,

investment levels and execution of such transactions; evaluates and revises HPs approval policies

with

respect to such transactions; oversees HPs integration planning and execution and the financial

results

of such transactions after integration; evaluates the execution, financial results and integration of

HPs

completed transactions; and oversees and approves HPs strategic alliances.



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HR and Compensation Committee

The HR and Compensation Committee discharges the Boards responsibilities relating to the

compensation of HPs executives and directors; reviews and approves the Compensation Discussion

and

Analysis required by the SEC for inclusion in the annual proxy statement and takes other related

actions; provides general oversight of HPs total rewards compensation structure; reviews and

provides

guidance on HPs human resources programs; and retains, approves the terms of the retention of

and

oversees the activities of the committees compensation consultants and other compensation

experts.

Other specific duties and responsibilities of the HR and Compensation Committee include reviewing

senior management selection and overseeing succession planning, including reviewing the

leadership

development process; reviewing and approving objectives relevant to executive officer

compensation,

evaluating performance and determining the compensation of executive officers in accordance with

those objectives; approving severance arrangements and other applicable agreements for executive

officers; overseeing HPs equity and incentive compensation plans; overseeing non-equity based

benefit

plans and approving any changes to such plans involving a material financial commitment by HP;

14monitoring workforce management programs; establishing compensation policies and practices

for

service on the Board and its committees, including annually reviewing the appropriate level of

director

compensation and recommending to the Board any changes to that compensation; developing stock

ownership guidelines for directors and executive officers and monitoring compliance with such

guidelines; and annually evaluating its performance and its charter.

The HR and Compensation Committee may create a subcommittee consisting of one or more of

its members and may delegate any of its duties and responsibilities to such subcommittee, unless



Page | 152

otherwise prohibited by applicable laws or listing standards. In addition, the HR and Compensation

Committee may delegate any of its duties and responsibilities, including the administration of equity

incentive or employee benefit plans, to one or more of its members, to one or more other directors,

or

to one or more other persons, unless otherwise prohibited by applicable laws or listing standards.

Nominating and Governance Committee

The Nominating and Governance Committee identifies and recommends candidates to be

nominated for election as directors at HPs annual meeting, consistent with criteria approved by the

Board; develops and regularly reviews corporate governance principles, including HPs Corporate

Governance Guidelines and related policies, for approval by the Board; oversees the organization of

the Board to discharge the Boards duties and responsibilities properly and efficiently; and sees that

proper attention is given and effective responses are made to stockholder concerns regarding

corporate

governance matters. Other specific duties and responsibilities of the Nominating and Governance

Committee include: annually assessing the size and composition of the Board in consultation with

the

Chairman, including developing and reviewing director qualifications for approval by the Board;

identifying and recruiting new directors and considering candidates proposed by stockholders;

recommending assignments of directors to committees to ensure that committee membership

complies

with applicable laws and listing standards; conducting a preliminary review of director independence

and financial literacy and expertise of Audit Committee members; and overseeing director

orientation

and continuing education. The Nominating and Governance Committee also reviews proposed

changes

to HPs Certificate of Incorporation, Bylaws, Board committee charters and Corporate Governance

Guidelines and related policies; assesses and makes recommendations regarding stockholder rights

plans or other stockholder protections, as appropriate; establishes policies and procedures for the

review and approval of related person transactions and conflicts of interest, including the review and



Page | 153

approval of all potential related person transactions as defined under SEC rules; reviews and

approves the designation of any employee directors or executive officers for purposes of Section 16

of

the Exchange Act (the Section 16 officers) standing for election for outside for-profit boards of

directors; reviews stockholder proposals in conjunction with the CEO and recommends Board

responses; working with the Chairman, oversees the self-evaluation of the Board and its

committees;

oversees the annual evaluation of the CEO conducted by the Chairman and the HR and

Compensation

Committee, with input from all Board members; and reviews requests for indemnification under

HPs

Bylaws.

Public Policy Committee

The Public Policy Committee assists the Board in fulfilling its responsibilities for generally

overseeing HPs policies and processes relating to HPs public policy, government affairs and global

citizenship activities. In so doing, the Public Policy Committee may identify, evaluate and monitor

the

social, political and environmental trends, issues, concerns, legislative proposals and regulatory

developments, domestic and foreign, which could significantly affect the business and affairs of HP,

including relating to its performance, customers, stockholders and employees. In addition, from time

to

time, the Public Policy Committee may report and make recommendations to the Board relating to

activities, policies and programs with respect to matters of local, national and international public

15policy affecting HPs business, including trade policy and major legislative and regulatory

developments;

relations with regulators, governmental agencies, public interest groups, other stakeholders and

countries in which HP does business; HPs policies with respect to corporate social responsibility and

global corporate citizenship; and general guidelines for charitable and political contributions,

volunteerism and pro bono outreach to community service and charitable organizations and

activities.



Page | 154

The Public Policy Committee also oversees HPs policies relating to, and the manner in which HP

conducts, its government affairs activities.

Technology Committee

The Technology Committee assesses HPs technology development strategies and the scope and

quality of HPs intellectual property. The Technology Committee makes recommendations to the

Board

as to scope, direction, quality, investment levels and execution of HPs technology strategies;

oversees

the execution of technology strategies formulated by management; provides guidance on

technology as

it may pertain to, among other things, market entry and exit, investments, mergers, acquisitions and

divestitures, new business divisions and spin-offs, research and development investments, and key

competitor and partnership strategies; and reviews and makes recommendations on proposed

investment, acquisition, joint venture and divestiture transactions with a value of at least $200

million

that involve technology prior to any review by other Board Committees or the Board pursuant to

HPs

M&A approval policies.

Board Risk Oversight

The Board, with the assistance of the Audit Committee and other Board committees as discussed

below, reviews and oversees our enterprise risk management (ERM) program, which is an

enterprise-wide program designed to enable effective and efficient identification and management

of

critical enterprise risks and to facilitate the incorporation of risk considerations into decision making.

The ERM program was established to clearly define risk management roles and responsibilities, bring

together senior management to discuss risk, promote visibility and constructive dialogue around risk

at

the senior management and Board levels, and facilitate and drive appropriate risk response

strategies.

Under the ERM program, management develops a holistic portfolio of HP enterprise risks by



Page | 155

facilitating business and function risk assessments, performing targeted risk assessments, and

incorporating information regarding specific categories of risk gathered from various internal HP

organizations. Management then develops risk response plans for risks categorized as needing

management focus and response and monitors other identified risk focus areas. Management

provides

regular reports on the risk portfolio and risk response and monitoring efforts to senior management

and to the Audit Committee.

The Audit Committee oversees managements implementation of the ERM program, including

reviewing HPs enterprise risk portfolio and evaluating managements approach to addressing

identified

risks. While the Audit Committee has primary oversight responsibility for the risk assessment and

management process, various other committees of the Board also have responsibility for oversight

of

risk management. For example, the HR and Compensation Committee considers the risks associated

with our compensation policies and practices as discussed below. In addition, the Finance and

Investment Committee is responsible for overseeing financial risks. Further, the Nominating and

Governance Committee oversees risks associated with HPs governance structure and processes. The

Board is kept informed of its committees risk oversight and related activities primarily throughreports

of the committee Chairmen to the full Board. In addition, the Audit Committee escalates issues

relating to risk oversight to the full Board as appropriate to provide that the Board is appropriately

informed of developments that could affect HPs risk profile or other aspects of HPs business. The

Board also considers specific risk topics in connection with strategic planning and other matters.

16Compensation Risk Assessment

From time to time, HP and the HR and Compensation Committee have reviewed the potential

risks associated with the structure and design of its various compensation plans. During fiscal 2010,

HP

undertook a more comprehensive review of its material compensation plans and programs for all



Page | 156

employees and determined that none of its compensation policies and practices is reasonably likely

to

have a material adverse effect on the company. In conducting this assessment, HP inventoried its

material plans and programs, with particular emphasis on incentive compensation plans, including

sales

compensation, and presented a summary of its findings to the HR and Compensation Committee.

Overall, HP believes that its programs generally contain a balance of fixed and variable features, as

well as complementary metrics, reasonable goals and linear payout curves, all of which operate to

mitigate risk and reduce the likelihood of employees engaging in excessive risk-taking behavior with

respect to the compensation-related aspects of their jobs. In addition, the material plans and

programs

operate within a strong governance and review structure that serves and supports risk mitigation.

Director Independence

HPs Corporate Governance Guidelines provide that a substantial majority of the Board will consist

of

independent directors and that the Board can include no more than three directors who are not

independent

directors. These standards are available on our website at

www.hp.com/investor/director_standards. HPs

director independence standards reflect the NYSE corporate governance listing standards. In

addition, each

member of the Audit Committee meets the heightened independence standards required for audit

committee

members under the applicable listing standards.

Under HPs Corporate Governance Guidelines, a director will not be considered independent in

the following circumstances:

(1) The director is, or has been within the last three years, an employee of HP, or an immediate

family member of the director is, or has been within the last three years, an executive officer

of HP.

(2) The director has been employed as an executive officer of HP, its subsidiaries or affiliates



Page | 157

within the last five years.

(3) The director has received, or has an immediate family member who has received, during any

twelve-month period within the last three years, more than $100,000 in direct compensation

from HP, other than compensation for Board service, compensation received by a directors

immediate family member for service as a non-executive employee of HP, and pension or

other forms of deferred compensation for prior service with HP that is not contingent on

continued service.

(4) (A) The director or an immediate family member is a current partner of the firm that is HPs

internal or external auditor; (B) the director is a current employee of such a firm; (C) the

director has an immediate family member who is a current employee of such a firm and who

participates in the firms audit, assurance or tax compliance (but not tax planning) practice; or

(D) the director or an immediate family member was within the last three years (but is no

longer) a partner or employee of such a firm and personally worked on HPs audit within that

time.

(5) The director or an immediate family member is, or has been in the past three years, employed

as an executive officer of another company where any of HPs present executive officers at the

same time serves or has served on that companys compensation committee.

(6) The director is a current employee, or an immediate family member is a current executive

officer, of a company that has made payments to, or received payments from, HP for property

17or services in an amount which, in any of the last three fiscal years, exceeds the greater of

$1 million, or 2% of such other companys consolidated gross revenues.

(7) The director is affiliated with a charitable organization that receives significant contributions

from HP.

(8) The director has a personal services contract with HP or an executive officer of HP.

For these purposes, an immediate family member includes a persons spouse, parents,

step-parents, children, step-children, siblings, mother and father-in-law, sons and daughters-in-law,

brothers and sisters-in-law, and anyone (other than tenants or employees) who shares the directors



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home.

In determining independence, the Board reviews whether directors have any material relationship

with HP. An independent director must not have any material relationship with HP, either directly or

as

a partner, stockholder or officer of an organization that has a relationship with HP, or any

relationship

that would interfere with the exercise of independent judgment in carrying out the responsibilities

of a

director. In assessing the materiality of a directors relationship to HP, the Board considers the issues

from the directors standpoint and from the perspective of the persons or organizations with which

the

director has an affiliation and is guided by the standards set forth above.

In making its independence determinations, the Board considered transactions occurring since the

beginning of 2007 between HP and entities associated with the independent directors or their

immediate family members. The Boards independence determinations included reviewing the

following

transactions:

Each of Mr. Andreessen, Mr. Banerji, Mr. Hammergren, Mr. Hyatt and Ms. Senequier is an

executive officer of a company with which HP enters into transactions for the purchase and sale

of goods and services in the ordinary course of its business. The amount that HP paid in each of

the last three fiscal years to each of these companies, and the amount received in each fiscal

year by HP from each company, did not, in any of the previous three fiscal years, exceed the

greater of $1 million or 2% of such other companys consolidated gross revenues.

Mr. Andreessen, Mr. Babbio, Ms. Baldauf, Mr. Gupta, Mr. Lane, Ms. Russo, Mr. Ryan,

Ms. Senequier and Mr. Thompson, or one of their immediate family members, each is a

non-employee director, trustee or advisory board member of another company that did business

with HP at some time during the past three fiscal years. These business relationships were as a

supplier or purchaser of goods or services in the ordinary course of business.

Each of Mr. Andreessen, Mr. Banerji, Mr. Hyatt, Ms. Salhany and Ms. Whitman, or one of their



Page | 159

immediate family members, serves as a non-employee director, trustee or advisory board

member for one or more charitable institutions to which HP has made charitable contributions

during the previous three fiscal years. Contributions by HP (including employee matching

contributions and discretionary contributions by HP) to each charitable institution other than

Stanford Hospital and Clinics did not exceed $100,000 in any of the previous three fiscal years.

During fiscal 2010, contributions by HP (including employee matching contributions and

discretionary contributions by HP) to Stanford Hospital and Clinics totaled approximately

$7,509,000. No such contributions were made to Stanford Hospital and Clinics during fiscal 2009

or fiscal 2008. Mr. Andreessen and Mr. Hyatt are members of the board of directors of Stanford

Hospital and Clinics.

As a result of this review, the Board has determined that each current non-employee director and

each of the non-employee director nominees standing for election, including Mr. Andreessen,

Mr. Babbio, Ms. Baldauf, Mr. Banerji, Mr. Gupta, Mr. Hammergren, Mr. Hyatt, Mr. Joyce, Mr. Lane,

Mr. Reiner, Ms. Russo, Mr. Ryan, Ms. Senequier, Ms. Salhany, Mr. Thompson and Ms. Whitman, and

18each of the members of each standing Board committee, has no material relationship with HP

(either

directly or as a partner, stockholder or officer of an organization that has a relationship with HP) and

is independent within the meaning of HPs director independence standards. Mr. Apotheker is not

independent because of his status as President and Chief Executive Officer of HP.

Executive Sessions

During fiscal 2010, the independent directors met in executive session 17 times. Those sessions

were scheduled and chaired by the lead independent director. Beginning in fiscal 2011, the sessions

are

scheduled and chaired by the Chairman. Any independent director may request that an additional

executive session be scheduled.

Director Nominees

Stockholder Recommendations



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The policy of the Nominating and Governance Committee is to consider properly submitted

stockholder recommendations of candidates for membership on the Board as described below

under

Identifying and Evaluating Candidates for Directors. In evaluating such recommendations, the

Nominating and Governance Committee seeks to achieve a balance of knowledge, experience and

capability on the Board and to address the membership criteria set forth below under Proposals to

be

Voted onElection of DirectorsDirector Nominee Experience and Qualifications. Any stockholder

recommendations proposed for consideration by the Nominating and Governance Committee

should

include the candidates name and qualifications for Board membership and should be addressed to:

Corporate Secretary


3000 Hanover Street


Fax: (650) 857-4837

Stockholder Nominations

In addition, HPs Bylaws permit stockholders to nominate directors for consideration at an annual

stockholder meeting and to solicit proxies in favor of such nominees. For a description of the process

for nominating directors in accordance with HPs Bylaws, see Questions and AnswersStockholder

Proposals, Director Nominations and Related Bylaw ProvisionsHow may I recommend or nominate

individuals to serve as directors?

Identifying and Evaluating Candidates for Directors

The Nominating and Governance Committee uses a variety of methods for identifying and

evaluating nominees for director. The Nominating and Governance Committee, with the input of the

Chairman, regularly assesses the appropriate size of the Board and whether any vacancies on the

Board

are expected due to retirement or otherwise. In the event that vacancies are anticipated, or

otherwise



Page | 161

arise, the Nominating and Governance Committee considers various potential candidates for

director.

Candidates may come to the attention of the Nominating and Governance Committee through

current

Board members, professional search firms, stockholders or other persons. Identified candidates are

evaluated at regular or special meetings of the Nominating and Governance Committee and may be

considered at any point during the year. As described above, the Nominating and Governance

Committee considers properly submitted stockholder recommendations for candidates for the

Board to

be included in HPs proxy statement. Following verification of the stockholder status of people

proposing candidates, recommendations are considered together by the Nominating and

Governance

Committee at a regularly scheduled meeting, which is generally the first or second meeting prior to

the

19issuance of the proxy statement for HPs annual meeting. If any materials are provided by a

stockholder in connection with the nomination of a director candidate, such materials are forwarded

to

the Nominating and Governance Committee. The Nominating and Governance Committee also

reviews

materials provided by professional search firms and other parties in connection with a nominee who

is

not proposed by a stockholder. In evaluating such nominations, the Nominating and Governance

Committee seeks to achieve a balance of knowledge, experience and capability on the Board.

HP engages a professional search firm on an ongoing basis to identify and assist the Nominating

and Governance Committee in identifying, evaluating and conducting due diligence on potential

director nominees. Two of the seven directors who joined the Board since the last annual meeting of

stockholders, Mr. Apotheker and Mr. Lane, were identified by the professional search firm. The

other

five directors, Mr. Banerji, Mr. Reiner, Ms. Russo, Ms. Senequier and Ms. Whitman, were identified

by

an ad hoc committee of directors consisting of the Chief Executive Officer and three non-employee



Page | 162

directors, which was formed in November 2010 to assist in the identification of new director

candidates

and to facilitate the process of evaluating those candidates as potential directors.

Board Policy Regarding Voting for Directors

HP has implemented a majority vote standard in the election of directors. In addition, HP has

adopted a policy whereby any incumbent director nominee who receives a greater number of votes

against his or her election than votes for such election will tender his or her resignation for

consideration by the Nominating and Governance Committee. The Nominating and Governance

Committee will recommend to the Board the action to be taken with respect to such offer of

resignation.

Communications with the Board

Individuals may communicate with the Board by contacting:

Secretary to the Board of Directors

3000 Hanover Street, MS 1050


e-mail: [email protected]

All directors have access to this correspondence. In accordance with instructions from the Board,

the Secretary to the Board reviews all correspondence, organizes the communications for review by

the

Board and posts communications to the full Board or individual directors, as appropriate. HPs

independent directors have requested that certain items that are unrelated to the Boards duties,

such

as spam, junk mail, mass mailings, solicitations, resumes and job inquiries, not be posted.

Communications that are intended specifically for the Chairman, the independent directors or

non-management directors should be sent to the e-mail address or street address noted above, to

the

attention of the Chairman.

20DIRECTOR COMPENSATION AND STOCK OWNERSHIP GUIDELINES



Page | 163

Employee directors do not receive any separate compensation for their Board activities. In fiscal

2010, non-employee directors received the compensation described below.

Each non-employee director serving during fiscal 2010 was entitled to receive an annual cash

retainer of $100,000 but could elect to receive an equivalent amount of securities in lieu of the cash

retainer. Each non-employee director was also entitled to receive an annual equity retainer of

$150,000,

which was increased to $175,000 effective in March 2010. The equity retainer is paid at the election

of

the director either entirely in restricted stock units or half in restricted stock units and half in stock

options. Under special circumstances, the securities portion of the annual retainer may be paid in

cash,

but no such exceptions were made during fiscal 2010. The number of shares subject to the restricted

stock unit awards is determined based on the fair market value of HP common stock on the grant

date,

and the number of shares subject to the stock option awards is determined based on a Black-Scholes

option valuation model. Non-employee directors are entitled to receive dividend equivalent units

with

respect to unvested restricted stock units. The restricted stock units and stock options generally vest

after one year from the date of grant. Non-employee directors may elect to defer any portion of their

annual retainer.

In addition to the annual retainer, non-employee directors who served as chairs of standing

committees during fiscal 2010 received a retainer for such service in the amount of $20,000 for the

chair of the Audit Committee, $15,000 for the chair of the HR and Compensation Committee, and

$10,000 for the chair of the other Board committees. In addition, the director who served as lead

independent director during fiscal 2010 received an additional retainer of $75,000 per year. Each

non-employee director also received $2,000 for designated Board meetings attended in excess of six

per

year and $2,000 for each committee meeting attended in excess of six per year.

Non-employee directors are reimbursed for their expenses in connection with attending Board



Page | 164

meetings (including expenses related to spouses when spouses are invited to attend Board events),

and

non-employee directors may use the company aircraft for travel to and from HP events. Each

non-employee director also is eligible to contribute up to $100,000 worth of HP products each year

to a

school or qualified charity by paying 25% of the list price of those products, with HP contributing the

remaining cost.

On September 30, 2010, the Board elected Mr. Lane to serve as a director of HP and designated

Mr. Lane as non-executive Chairman of the Board effective November 1, 2010, the first day of HPs

2011 fiscal year. In connection therewith, the Board approved an equity retainer that was awarded

to

Mr. Lane following the end of fiscal 2010 consisting of 45,000 restricted stock units, one-third of

which

will vest on the first anniversary of the date of grant and two-thirds of which will vest on the third

anniversary of the date of grant, with any unvested units to be forfeited in the event that Mr. Lanes

service as non-executive Chairman terminates prior to the full vesting of the award. No other

compensation will be paid to Mr. Lane for his service on the Board from November 1, 2010 until the

annual meeting. If Mr. Lane is re-elected to the Board at that meeting, his compensation for service

as

a director and as non-executive Chairman thereafter will be established as part of the Boards

regular

annual review of director compensation.

21Fiscal 2010 Non-Employee Director Compensation

The following table provides information on compensation for non-employee directors who served

during fiscal 2010:

Fees Earned or Option All Other

Paid in Cash

(1)

Stock Awards



Page | 165

(2)

Awards

(2)

Compensation

(3)

Total

Name ($) ($) ($) ($) ($)

Marc L. Andreessen . . . . . . 36,000 389,633 8,677 434,310

Lawrence T. Babbio, Jr. . . . . 203,333 87,540 87,250 378,123

Sari M. Baldauf . . . . . . . . . 168,000 87,540 87,250 342,790

Rajiv L. Gupta . . . . . . . . . . 156,000 175,027 29,926 360,953

John H. Hammergren . . . . . 82,000 137,533 137,094 29,981 386,608

Joel Z. Hyatt . . . . . . . . . . . . 90,667 275,012 19,723 385,402

John R. Joyce . . . . . . . . . . . 146,000 175,027 321,027

Robert L. Ryan

(4)

255,333 175,027 28,389 458,749 . . . . . . . . .

Lucille S. Salhany . . . . . . . . 184,000 87,540 87,250 16,113 374,903

G. Kennedy Thompson . . . . . 96,000 275,012 371,012

(1) For purposes of determining director compensation, the term of office for directors begins in

March and ends the following February, which does not coincide with HPs November through

October fiscal year. Cash amounts included in the table above represent the portion of the

annual retainers, committee chair fees, lead independent director fees and additional meeting

fees earned with respect to service during HPs 2010 fiscal year. See Additional Information

about Fees Earned or Paid in Cash in Fiscal 2010 below.

(2) Represents the grant date fair value of stock options and stock awards granted in fiscal 2010

calculated in accordance with applicable financial accounting standards relating to share based



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payment awards. For awards of restricted stock units, that amount is calculated by multiplying

the closing price of HPs common stock on the date of grant by the number of units awarded.

For option awards, that number is calculated by multiplying the Black-Scholes value determined

as of the date of grant by the number of options awarded. See Additional Information about

Non-Employee Director Equity Awards below.

(3) Amounts in this column represent the cost to HP of product donations made on behalf of

non-employee directors as described above.

(4) Mr. Ryan elected to defer the stock award that he received as his equity retainer for the March

2010 through February 2011 Board term. That deferred compensation will be paid in the form of

restricted stock units.

22Additional Information about Fees Earned or Paid in Cash in Fiscal 2010

The following table provides additional information about fees earned or paid in cash to

non-employee directors in fiscal 2010:

Committee

Chair/Lead

Annual Independent Additional

Retainers



Page | 167

(1)(2)

Director Fees

(3)

Meeting Fees

(4)

Total

Name ($) ($) ($) ($)

Marc L. Andreessen . . . . . . . . . . . . . . . . . . . . . . 10,000 26,000 36,000

Lawrence T. Babbio, Jr. . . . . . . . . . . . . . . . . . . . 100,000 13,333 90,000 203,333

Sari M. Baldauf . . . . . . . . . . . . . . . . . . . . . . . . . 100,000 68,000 168,000

Rajiv L. Gupta . . . . . . . . . . . . . . . . . . . . . . . . . . 100,000 56,000 156,000

John H. Hammergren . . . . . . . . . . . . . . . . . . . . . 10,000 72,000 82,000

Joel Z. Hyatt . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,667 84,000 90,667

John R. Joyce . . . . . . . . . . . . . . . . . . . . . . . . . . 100,000 46,000 146,000

Robert L. Ryan . . . . . . . . . . . . . . . . . . . . . . . . . 100,000 93,333 62,000 255,333

Lucille S. Salhany . . . . . . . . . . . . . . . . . . . . . . . 100,000 10,000 74,000 184,000

G. Kennedy Thompson . . . . . . . . . . . . . . . . . . . . 96,000 96,000

(1) The term of office for directors begins in March and ends the following February, which does not

coincide with HPs November through October fiscal year. The dollar amounts shown include cash

annual retainers earned for service during the last four months of the March 2009 through

February 2010 Board term and cash annual retainers earned for service during the first eight

months of the March 2010 through February 2011 Board term.

(2) Excludes $100,000 to be paid in equity in lieu of cash for each of Mr. Andreessen,

Mr. Hammergren, Mr. Hyatt and Mr. Thompson.

(3) Committee chair and lead independent director fees are calculated based on service during each

Board term. The dollar amounts shown include such fees earned for service during the last four

months of the March 2009 through February 2010 Board term and fees earned for service during



Page | 168

the first eight months of the March 2010 through February 2011 Board term.

(4) Additional meeting fees are calculated based on the number of designated Board meetings and

the

number of committee meetings attended during each Board term. The dollar amounts shown

include additional meeting fees earned for meetings attended during the last four months of the

March 2009 through February 2010 Board term and additional meeting fees earned for meetings

attended during the first eight months of the March 2010 through February 2011 Board term.

23Additional Information about Non-Employee Director Equity Awards

The following table provides additional information about non-employee director equity awards,

including the stock awards and option awards made to non-employee directors during fiscal 2010,

the

grant date fair value of each of those awards and the number of stock awards and option awards

outstanding as of the end of fiscal 2010:

Grant Date

Fair Value of

Stock and

Option Option

Awards Awards Stock Awards

Stock Awards Granted Granted Outstanding at Option Awards

Granted During During During Fiscal Year Outstanding at

Fiscal 2010 Fiscal 2010 Fiscal 2010

(1)

End

(2)

Fiscal Year End

Name (#) (#) ($) (#) (#)

Marc L. Andreessen . . . . . . . . . 7,507 389,633 7,544

Lawrence T. Babbio, Jr. . . . . . . . 1,632 5,976 174,790 1,639 69,919



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Sari M. Baldauf . . . . . . . . . . . . 1,632 5,976 174,790 1,639 18,708

Rajiv L. Gupta . . . . . . . . . . . . . 3,263 175,027 3,276 6,177

John H. Hammergren . . . . . . . . 2,564 9,390 274,627 2,574 45,780

Joel Z. Hyatt . . . . . . . . . . . . . . 5,127 275,012 5,147

John R. Joyce . . . . . . . . . . . . . . 3,263 175,027 3,276

Robert L. Ryan

(3)

3,263 175,027 3,276 . . . . . . . . . . .

Lucille S. Salhany . . . . . . . . . . . 1,632 5,976 174,790 1,639 42,605

G. Kennedy Thompson . . . . . . . 5,127 275,012 5,147 8,364

(1) Represents the grant date fair value of stock options and stock awards granted in fiscal 2010

calculated in accordance with applicable financial accounting standards. For awards of restricted

stock units, that number is calculated by multiplying the closing price of HPs common stock on

the date of grant by the number of units awarded. For option awards, that amount is calculated

by multiplying the Black-Scholes value determined as of the date of grant by the number of

options awarded.

(2) Includes dividend equivalent units paid with respect to outstanding awards of restricted stock

units during fiscal 2010.

(3) Mr. Ryan elected to defer the stock award that he received as his equity retainer for the March

2010 through February 2011 Board term. That deferred compensation will be paid in the form of

restricted stock units.

Non-Employee Director Stock Ownership Guidelines

Under HPs stock ownership guidelines, non-employee directors are required to accumulate within

five years of election to the Board shares of HP common stock equal in value to at least five times

the

amount of their annual cash retainer. Shares counted toward these guidelines include any shares

held

by the director directly or indirectly, including deferred vested awards.



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All non-employee directors with more than five years of service have met HPs stock ownership

guidelines. See Common Stock Ownership of Certain Beneficial Owners and Management.

24PROPOSALS TO BE VOTED ON

PROPOSAL NO. 1

ELECTION OF DIRECTORS

HPs Bylaws fix the current number of directors at 17. Directors Joel Z. Hyatt, John R. Joyce,

Robert L. Ryan and Lucille S. Salhany are not nominees for election at the meeting. On the

recommendation of the Nominating and Governance Committee, the Board has nominated the 13

persons named below for election as directors this year, each to serve for a one-year term or until

the

directors successor is elected and qualified. The Board has also reduced the number of directors to13

effective immediately prior to the commencement of the meeting.

Director Nominee Experience and Qualifications

The Board annually reviews the appropriate skills and characteristics required of directors in the

context of the current composition of the Board, our operating requirements and the long-term

interests of our stockholders. The Board believes that its members should possess a variety of skills,

professional experience, and backgrounds in order to effectively oversee our business. In addition,

the

Board believes that each director should possess certain attributes, as reflected in the Boards

membership criteria described below.

HPs Corporate Governance Guidelines contain the current Board membership criteria that apply

to nominees recommended for a position on the Board. Under those criteria, members of the Board

should have the highest professional and personal ethics and values, consistent with longstanding

HP

values and standards. They should have broad experience at the policy-making level in business,

government, education, technology or public service. They should be committed to enhancing

stockholder value and should have sufficient time to carry out their duties and to provide insight and



Page | 171

practical wisdom based on experience. Their service on other boards of public companies should be

limited to a number that permits them, given their individual circumstances, to perform responsibly

all

director duties. Each director must represent the interests of all stockholders of HP. Although the

Board uses these and other criteria as appropriate to evaluate potential nominees, it has no stated

minimum criteria for nominees.

The Board believes that all the nominees named below are highly qualified and have the skills and

experience required for effective service on the Board. The nominees individual biographies below

contain information about their experience, qualifications and skills that led the Board to nominate

them.

All of the nominees have indicated to HP that they will be available to serve as directors. In the

event that any nominee should become unavailable, the proxy holders, L´eo Apotheker, Michael J.

Holston and Paul T. Porrini, will vote for a nominee or nominees designated by the Board.

All of the nominees except Mr. Apotheker, Mr. Banerji, Mr. Lane, Mr. Reiner, Ms. Russo,

Ms. Senequier and Ms. Whitman have served as directors since the last annual meeting. Mr.

Apotheker

and Mr. Lane were elected by the Board to serve as directors effective November 1, 2010, and

Mr. Banerji, Mr. Reiner, Ms. Russo, Ms. Senequier and Ms. Whitman were elected by the Board to

serve as directors effective January 21, 2011.

There are no family relationships among our executive officers and directors.

25Our Board recommends a vote FOR the election to the Board of the each of the following

nominees.

Marc L. Andreessen Mr. Andreessen is co-founder and a general partner of Andreessen

Director since 2009 Horowitz, a venture capital firm founded in July 2009, and

Age 39 co-founder and Chairman of Ning, Inc., an online platform

founded in 2004 for people to create their own social networks.

From 1999 to July 2007, Mr. Andreessen served as Chairman of

Opsware, Inc., a software company that he co-founded. From



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March 1999 to September 1999, Mr. Andreessen served as Chief

Technology Officer of America Online, Inc., a software company.

Mr. Andreessen co-founded Netscape Communications

Corporation, a software company, and served in various positions,

including Chief Technology Officer and Executive Vice President of

Products from 1994 to 1999. Mr. Andreessen also is a director of

eBay Inc. and several private companies.

Mr. Andreessen brings to the Board extensive experience as an

Internet entrepreneur. Mr. Andreessen also is a recognized

industry expert and visionary in the IT industry. In addition, he has

extensive leadership, consumer industry and technical expertise

through his positions at Netscape, America Online and Opsware

and his service on the boards of public and private technology

companies. He has also gained valuable experience serving on the

boards of both public and private companies.

L´eo Apotheker Mr. Apotheker has served as HPs President and Chief Executive

Director since 2010 Officer and as a member of the Board since November 2010.

Age 57 Mr. Apotheker served as Chief Executive Officer of SAP AG, a

software company, from June 2009 until February 2010 after

having served as co-Chief Executive Officer of SAP from April

2008 to May 2009. Previously, Mr. Apotheker served as worldwide

Chairman of Customer Solutions and Operations for SAP from

2002 until April 2008. Mr. Apotheker occupied various other

positions at SAP since joining the company in 1995, including

Chairman of SAP EMEA from 1999 to 2002; Chairman of SAP for

the South-West Europe Region from 1997 to 1999; and CEO of

SAP France and SAP Belgium from 1995 to 1997. Mr. Apotheker



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also is Vice Chairman of the supervisory board of Schneider

Electric SA.

Mr. Apotheker brings to the Board significant expertise in global

business and technology and extensive management and operating

experience. During his more than 20 years at SAP, he was a driving

force in making it the largest business software applications

company in the world. During his tenure at SAP, Mr. Apotheker

also transformed research and development and technology

platforms, expanded business models and customer segments, and

developed a strong track record of driving technological

innovation, building customer relationships and managing worldclass teams. In addition, because of

his vast international

experience, Mr. Apotheker is able to provide valuable leadership

as HP continues to expand globally, particularly in high-growth

emerging markets.

26Lawrence T. Babbio, Jr. Mr. Babbio has served as a Senior Advisor to Warburg Pincus, a

Director since 2002 private equity firm, since June 2007. Previously, Mr. Babbio served

Age 66 as Vice Chairman and President of Verizon Communications, Inc.,

a telecommunications company, from 2000 until his retirement in

April 2007. Mr. Babbio also served as Vice Chairman of Bell

Atlantic Corporation, a telecommunications company, from 1995

until the formation of Verizon through the merger of Bell Atlantic

and GTE Corporation, another telecommunications company, in

2000; as Executive Vice President and Chief Operating Officer of

Bell Atlantic from 1994 to 1995; and Chairman, Chief Executive

Officer and President of Bell Atlantic Enterprises

International, Inc. from 1991 to 1994.



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Mr. Babbio brings to the Board strong business skills and

experience, executive leadership expertise, and extensive knowledge

of financial and operational matters, having spent more than

40 years in the telecommunications industry. Mr. Babbio also

brings to the Board recent experience in venture capital investing

with a focus on the technology, media and telecommunications

industries.

Sari M. Baldauf Ms. Baldauf served as Executive Vice President and General

Director since 2006 Manager of the Networks business group of Nokia Corporation, a

Age 55 communications company, from 1998 until February 2005. She

previously held various positions at Nokia since joining the

company in 1983, including Executive Vice President of Nokia,

Asia-Pacific from 1997 to 1998 and President of Nokia Cellular

Systems from 1988 to 1996. Ms. Baldauf also was a member of the

Executive Board of Nokia from 1994 until January 2005.

Ms. Baldauf also is a director of Daimler AG and three companies

headquartered in Finland.

Ms. Baldauf brings to the Board valuable business and leadership

experience, including extensive operational and management

experience at Nokia, a technology-driven company. In addition,

Ms. Baldaufs knowledge of global business from both a consumer

and an enterprise market perspective and her experience in large,

emerging markets such as China and India have provided her with

insight regarding building operations in diverse cultural

environments as well as the importance of innovation. Ms. Baldauf

also has a high level of understanding of the boards role and

responsibilities based on her service on other public company



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boards. In addition, because of her service on the boards of several

other international companies, Ms. Baldauf is able to provide

insight regarding operating and governing a business in a diverse

range of geographies.

27Shumeet Banerji Mr. Banerji has served as Chief Executive Officer of Booz &

Director since 2011 Company, a consulting company, since July 2008. Previously,

Age 51 Mr. Banerji served in multiple roles at Booz Allen Hamilton, a

consulting company and predecessor to Booz & Company, while

based in offices in North America, Asia and Europe, including

President of the Worldwide Commercial Business from

February 2008 to July 2008, Managing Director, Europe from

February 2007 to February 2008 and Managing Director, United

Kingdom from 2003 to March 2007. Earlier in his career, he was a

member of the faculty at the University of Chicago Graduate

School of Business.

Mr. Banerji brings to the Board a robust understanding of the

issues facing companies and governments in both mature and

emerging markets around the world through his nearly two decades

of work with Booz & Company. In particular, Mr. Banerji brings

valuable experience in addressing issues ranging from corporate

strategy, organizational structure, governance, transformational

change, operational performance improvement and merger

integration.

Rajiv L. Gupta Mr. Gupta has served as Chairman of Avantor Performance

Director since 2009 Materials, a manufacturer of chemistries and materials, since

Age 65 August 2010 and as Senior Advisor to New Mountain

Capital, LLC, a private equity firm, since July 2009. Previously,



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Mr. Gupta served as Chairman and Chief Executive Officer of

Rohm and Haas Company, a worldwide producer of specialty

materials, from 1999 to April 2009. Mr. Gupta occupied various

other positions at Rohm and Haas since joining the company in

1971, including Vice-Chairman from 1998 to 1999; Director of the

Electronic Materials business from 1996 to 1999; and

Vice-President and Regional Director of the Asia-Pacific Region

from 1993 to 1998. Mr. Gupta also is a director of Tyco

International Ltd., The Vanguard Group and several private

companies.

Mr. Gupta brings to the Board extensive experience in executive

leadership at a large global company, international management

experience, and venture capital investment experience. From his

nearly ten years as Chairman and Chief Executive Officer of Rohm

and Haas, Mr. Gupta has a strong operational and strategic

background with significant experience in manufacturing and sales.

He also brings public company governance experience as a

member or chair of boards and board committees of other public

and private companies.

John H. Hammergren Mr. Hammergren has served as Chairman of McKesson

Director since 2005 Corporation, a healthcare services and information technology

Age 51 company, since 2002 and as President and Chief Executive Officer

of McKesson since 2001. Mr. Hammergren joined McKesson in

1996 and held a number of management positions before becoming

President and Chief Executive Officer. Mr. Hammergren also is a

director of Nadro, S.A. de C.V. (Mexico).

28Mr. Hammergren brings to the Board nearly 30 years of business



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and leadership experience in the healthcare industry. As a

Chairman and Chief Executive Officer of a large global company,

Mr. Hammergren brings a wealth of complex management,

worldwide operational and financial expertise. He also brings

in-depth knowledge of the opportunities and challenges facing

global companies.

Raymond J. Lane Mr. Lane has served as HPs non-executive Chairman since

Director since 2010 November 2010. Mr. Lane has served as Managing Partner of

Age 63 Kleiner Perkins Caufield & Byers, a private equity firm, since 2000.

Prior to joining Kleiner Perkins, Mr. Lane was President and Chief

Operating Officer and a director of Oracle Corporation, a software

company. Before joining Oracle in 1992, Mr. Lane was a senior

partner of Booz Allen Hamilton, a consulting company. Prior to

Booz Allen Hamilton, Mr. Lane served as a division vice president

with Electronic Data Systems Corporation, an IT services company

that HP acquired in August 2008. Mr. Lane also is a director of

Quest Software, Inc. and several private companies.

Mr. Lane brings to the Board significant experience as an earlystage venture capital investor,

principally in the information

technology industry, through his position as Managing Partner of

Kleiner Perkins. In addition, having served as President and Chief

Operating Officer of Oracle, Mr. Lane has experience in

worldwide operations, management and the development of

corporate strategy. He has also gained valuable experience serving

in board leadership roles for many public and private companies.

Gary M. Reiner Mr. Reiner has served as Special Advisor at General Atlantic, a

Director since 2011 private equity firm, since September 2010. Previously, Mr. Reiner



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Age 56 served as the Senior Vice President and Chief Information Officer

at General Electric Company, a technology, media and financial

services company, from 1996 until March 2010. Mr. Reiner

previously held other executive positions with GE since joining the

company in 1991. Earlier in his career, Mr. Reiner was a partner

at Boston Consulting Group where he focused on strategic and

process issues for technology businesses.

Mr. Reiner brings to the Board deep insight into how IT can help

global companies succeed through his many years of experience as

Chief Information Officer at GE. From his other positions at GE

and his prior experience with Boston Consulting Group, he also

brings decades of experience driving corporate strategy,

information technology and best practices across complex

organizations. In addition, Mr. Reiner brings recent experience in

private equity investing focusing on the IT industry.

Patricia F. Russo Ms. Russo served as Chief Executive Officer of Alcatel-Lucent, a

Director since 2011 communications company, from December 2006 to September

Age 58 2008. Previously, she served as Chairman of Lucent

Technologies Inc., a communications company, from 2003 to

November 2006 and Chief Executive Officer and President of

Lucent from 2002 to November 2006. Ms. Russo also is a director

of General Motors Company, Merck & Co., Inc. and Alcoa Inc.

29Ms. Russo brings to the Board extensive global business

experience, a broad understanding of the technology industry,

strong management skills and operational expertise through her

positions with Alcatel-Lucent and Lucent Technologies. In those

positions, she dealt with a wide range of issues including mergers



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and acquisitions and business restructurings as she led Lucents

recovery through a severe industry downturn and later a merger

with Alcatel. Ms. Russo also brings public company governance

experience as a member of boards and board committees of other

public companies.

Dominique Senequier Ms. Senequier has served as Chairman and Chief Executive Officer

Director since 2011 of AXA Private Equity, a private equity firm, since founding the

Age 57 firm and joining AXA Investment Managers in 1996. Earlier in her

career, she worked at the Commission Fran¸caise des Assurances

and at the French insurance group GAN. Ms. Senequier also is an

observer of the supervisory board of Schneider Electric SA.

Ms. Senequier brings to the Board broad international perspective,

strong financial acumen and a keen focus on long-term

performance through her experience as Chairman and Chief

Executive Officer of AXA Private Equity. She also brings extensive

experience in investing in the IT industry. In addition,

Ms. Senequier brings international public company governance

experience as a member of the Schneider Electric supervisory

board.

G. Kennedy Thompson Mr. Thompson has served as Senior Advisor to Aquiline Capital

Director since 2006 Partners LLC, a private equity firm, since May 2009. Previously,

Age 60 Mr. Thompson served as Chairman of Wachovia Corporation, a

financial services company, from 2003 until June 2008.

Mr. Thompson also served as Chief Executive Officer of Wachovia,

formerly First Union Corporation, from 2000 until June 2008 and

as President from 1999 until June 2008. Previously, Mr. Thompson

served as Chairman of First Union for a portion of 2001; Vice



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Chairman of First Union from 1998 to 1999; and Executive Vice

President of First Union from 1996 to 1998.

Mr. Thompson brings to the Board broad business skills and

experience, executive leadership expertise, organizational and

operational management skills, and knowledge of complex global

business and financial matters, having served as Chairman, Chief

Executive Officer and President of a global financial services

company. Mr. Thompson also brings to the Board recent

experience in venture capital investing focusing on the financial

services industry.

30Margaret C. Whitman Ms. Whitman served as President and Chief Executive Officer of

Director since 2011 eBay Inc., an ecommerce and payments company, from 1998 to

Age 54 March 2008. Prior to joining eBay, Ms. Whitman held executivelevel positions at Hasbro Inc.,

a toy company, FTD, Inc., a floral

products company, The Stride Rite Corporation, a footwear

company, The Walt Disney Company, an entertainment company,

and Bain & Company, a consulting company. She also served as a

director of The Procter & Gamble Company from 2003 to 2008

and DreamWorks Animation SKG, Inc. from 2005 to 2008, having

resigned from both boards of directors in preparation for her 2010

California gubernatorial bid.

Ms. Whitman brings to the Board unique experience in developing

transformative business models, building global brands and driving

sustained growth and expansion through her ten years as President

and Chief Executive Officer of eBay. From her previous executive

positions with other large public companies, she also brings strong

operational and strategic expertise. In addition, Ms. Whitman



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brings public company governance experience having previously

served as a member of boards and board committees of other

public companies.

Vote Required

Each director nominee who receives more FOR votes than AGAINST votes representing

shares of HP common stock present in person or represented by proxy and entitled to be voted at

the

annual meeting will be elected.

If you sign your proxy or voting instruction card but do not give instructions with respect to voting

for directors, your shares will be voted for the 13 persons recommended by the Board. If you wish to

give specific instructions with respect to voting for directors, you may do so by indicating your

instructions on your proxy or voting instruction card.

You may cumulate your votes in favor of one or more of the director nominees. If you wish to

cumulate your votes, you will need to indicate explicitly your intent to cumulate your votes among

the

13 persons who will be voted upon at the annual meeting. See Questions and AnswersVoting

InformationIs cumulative voting permitted for the election of directors? for further information

about how to cumulate your votes. L´eo Apotheker, Michael J. Holston and Paul T. Porrini, as proxy

holders, reserve the right to cumulate votes and cast such votes in favor of the election of some or

all

of the applicable nominees in their sole discretion, except that a stockholders votes will not be cast

for

a nominee as to whom such stockholder instructs that such votes be cast AGAINST or ABSTAIN.

If an incumbent director nominee receives a greater number of votes against his or her election

than votes for such election, he or she is required to tender his or her resignation for considerationby

the Nominating and Governance Committee in accordance with Section V of HPs Corporate

Governance Guidelines and as described under Corporate Governance Principles and Board

MattersBoard Policy Regarding Voting for Directors.



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31PROPOSAL NO. 2

RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board has appointed Ernst & Young LLP as the independent

registered public accounting firm to audit HPs consolidated financial statements for the fiscal year

ending October 31, 2011. During fiscal 2010, Ernst & Young LLP served as HPs independent

registered public accounting firm and also provided certain tax and other audit-related services. See

Principal Accountant Fees and Services on page 76. Representatives of Ernst & Young LLP are

expected to attend the annual meeting, where they will be available to respond to appropriate

questions

and, if they desire, to make a statement.

Vote Required

Ratification of the appointment of Ernst & Young LLP as HPs independent registered public

accounting firm for the 2011 fiscal year requires the affirmative vote of a majority of the shares of

HP

common stock present in person or represented by proxy and entitled to be voted at the meeting. If

the

appointment is not ratified, the Board will consider whether it should select another independent

registered public accounting firm.

Recommendation of the Board of Directors

Our Board recommends a vote FOR the ratification of the appointment of Ernst & Young LLP as

HPs independent registered public accounting firm for the 2011 fiscal year.

32PROPOSAL NO. 3

ADVISORY VOTE ON EXECUTIVE COMPENSATION

The recently enacted Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the

Dodd-Frank Act) enables HP stockholders to vote to approve, on an advisory or non-binding basis,

the compensation of our named executive officers as disclosed in this proxy statement in accordance

with SEC rules.

HP has a pay-for-performance philosophy that forms the foundation of all decisions regarding



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compensation of HPs named executive officers. This compensation philosophy, and the program

structure approved by the HR and Compensation Committee, is central to HPs ability to attract,

retain

and motivate individuals who can achieve superior financial results. This approach, which has been

used

consistently over the years, has resulted in HPs ability to attract and retain the executive talent

necessary to guide HP during a period of tremendous growth and transformation. Please refer to

Executive CompensationCompensation Discussion and AnalysisExecutive Summary for an

overview of the compensation of HPs named executive officers.

We are asking for stockholder approval of the compensation of our named executive officers as

disclosed in this proxy statement in accordance with SEC rules, which disclosures include the

disclosures under Executive CompensationCompensation Discussion and Analysis, the

compensation tables and the narrative discussion following the compensation tables. This vote is not

intended to address any specific item of compensation, but rather the overall compensation of our

named executive officers and the policies and practices described in this proxy statement.

This vote is advisory and therefore not binding on HP, the HR and Compensation Committee of

the Board, or the Board. The Board and the HR and Compensation Committee value the opinions of

HP stockholders and to the extent there is any significant vote against the named executive officer

compensation as disclosed in this proxy statement, we will consider those stockholders concerns,

and

the HR and Compensation Committee will evaluate whether any actions are necessary to address

those

concerns.

Vote Required

The affirmative vote of a majority of the shares of HP common stock present in person or

represented by proxy and entitled to be voted on the proposal at the annual meeting is required for

advisory approval of this proposal.




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Our Board recommends a vote FOR the approval of the compensation of HPs named executive

officers as disclosed in this proxy statement pursuant to the compensation disclosure rules of the

SEC.

33PROPOSAL NO. 4

ADVISORY VOTE ON THE FREQUENCY OF HOLDING FUTURE ADVISORY VOTES

ON EXECUTIVE COMPENSATION

The Dodd-Frank Act also enables HP stockholders to vote, on an advisory or non-binding basis, on

how frequently they would like to cast an advisory vote on the compensation of HPs named

executive

officers. By voting on this proposal, stockholders may indicate whether they would prefer an

advisory

vote on named executive officer compensation once every one, two, or three years.

After careful consideration of the frequency alternatives, the Board believes that conducting

advisory vote on executive compensation on an annual basis is appropriate for HP and its

stockholders

at this time.

Vote Required

The affirmative vote of a majority of the shares of HP common stock present in person or

represented by proxy and entitled to be voted on the proposal at the annual meeting is required for

advisory approval of this proposal. The Board will carefully consider the outcome of the vote when

making future decisions regarding the frequency of advisory votes on executive compensation.

However,

because this vote is advisory and not binding, the Board may decide that it is in the best interests of

HP and its stockholders to hold an advisory vote more or less frequently than the alternative that

has

been selected by our stockholders.


Our Board recommends a vote for the approval of an ANNUAL advisory vote on the compensation

of HPs named executive officers.



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34PROPOSAL NO. 5

APPROVAL OF THE HEWLETT-PACKARD COMPANY

2011 EMPLOYEE STOCK PURCHASE PLAN

On November 17, 2010, the HR and Compensation Committee of the Board adopted the

HewlettPackard Company 2011 Employee Stock Purchase Plan (the 2011 ESPP) and reserved

100,000,000

shares of HP common stock for issuance thereunder. The 2011 ESPP will be effective May 1, 2011,

subject to HP stockholder approval within 12 months of Board approval.

HP stockholders are being asked to approve the 2011 ESPP and the Boards reservation of shares

under the 2011 ESPP for the purpose of qualifying such shares for special tax treatment under

Section 423 of the Internal Revenue Code of 1986, as amended (the Code). The 2011 ESPP is

intended to replace HPs 2000 Employee Stock Purchase Plan (also known as the Share Ownership

Plan or SOP), which expired on November 1, 2010. At the time of expiration, approximately

30,426,564 shares of common stock were reserved for issuance under the SOP.

Summary of the 2011 ESPP

The principal features of the 2011 ESPP are summarized below. The following summary of the

2011 ESPP does not purport to be a complete description of all of the provisions of the 2011 ESPP. It

is qualified in its entirety by reference to the complete text of the 2011 ESPP, which has been filed

with

the SEC as Annex A to this proxy statement. Any HP stockholder who wishes to obtain a copy of the

2011 ESPP may do so upon written request to the Secretary at HPs principal executive offices.

General. The purpose of the 2011 ESPP is to provide employees of HP and its designated

subsidiaries and affiliates with an opportunity to purchase HP common stock and, therefore, to have

an

additional incentive to contribute to the prosperity of HP.

Administration. The 2011 ESPP is administered by a committee (the Administrative Committee)

appointed by the Board. The Administrative Committee has full power to interpret the 2011 ESPP,

and

the decisions of the Board and the Administrative Committee are final and binding upon all



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participants.

Eligibility. Any employee of HP or any HP subsidiary or affiliate designated by the Administrative

Committee who is regularly employed for at least 20 hours per week and more than five months in a

calendar year on an Entry Date (as defined below) is eligible to participate in the 2011 ESPP during

the Offering Period (as defined below) beginning on that Entry Date, subject to administrative rules

established by the Administrative Committee. However, no employee is eligible to participate in the

2011 ESPP to the extent that, immediately after the grant, that employee would have owned 5% of

either the voting power or the value of HPs common stock, and no employees rights to purchase

HPs

common stock pursuant to the 2011 ESPP may accrue at a rate that exceeds $25,000 per calendar

year.

Eligible employees become participants in the 2011 ESPP by filing with HP an enrollment agreement

authorizing payroll deductions on a date set by the Administrative Committee prior to the applicable

Entry Date. As of October 31, 2010, approximately 250,000 HP employees, including 12 executive

officers, were eligible to participate in the 2011 ESPP.

Participation in an Offering. The 2011 ESPP is implemented by offering periods lasting for six

months (an Offering Period). If stockholders approve the 2011 ESPP, the first six-month Offering

Period will begin on May 1, 2011. Common stock is purchased under the 2011 ESPP every six months

on the last trading day of each Offering Period (a Purchase Date), unless the participant becomes

ineligible, withdraws or terminates employment earlier. The Entry Date is the first trading day of the

Offering Period. To participate in the 2011 ESPP, each eligible employee must authorize

contributions

pursuant to the 2011 ESPP, which will generally be collected through payroll deductions. Such

payroll

35deductions may not exceed 10% of a participants eligible compensation and are also subject tothe

limitations discussed above. A participant may increase or decrease his or her rate of contribution

through payroll deductions at any time, but at no time may such rate of contribution exceed 10%.

Each



Page | 187

participant who has elected to participate is automatically granted an option to purchase shares of

common stock on his or her Entry Date. The option expires at the end of the Offering Period, upon

termination of employment, or if the employee becomes ineligible, whichever is earlier, but is

exercised

at the end of each Offering Period to the extent of the contributions accumulated during such

Offering

Period. The number of shares that may be purchased by an employee in any Offering Period, subject

to

the limitations discussed above, may not exceed 5,000 shares of common stock.

Purchase Price; Shares Purchased. Shares of common stock may be purchased under the 2011

ESPP at a price not less than 95% of the fair market value of the common stock on the last trading

day of the Offering Period; however, the Administrative Committee has the discretion to adjust the

purchase price in the future so long as it is not less than 85% of the fair market value of the common

stock on the last trading day of the Offering Period. On December 31, 2010, the closing price per

share

of HP common stock was $42.10. The number of whole shares of HP common stock a participant

purchases in each Offering Period is determined by dividing the total amount of the participants

contributions during that Offering Period by the purchase price, subject to the 5,000 share limit.

Termination of Employment. Termination of a participants employment for any reason, including

death, immediately cancels his or her option and participation in the 2011 ESPP. In such event, the

contributions credited to the participants account will be returned without interest to him or her or,

in

the case of death, to the person or persons entitled to those contributions.

Adjustments upon Changes in Capitalization, Merger or Sale of Assets. In the event that HP

common stock is changed by reason of any stock split, stock dividend, combination, recapitalization

or

other similar changes in HPs capital structure effected without the receipt of consideration,

appropriate proportional adjustments may be made in the number of shares of stock subject to the

2011 ESPP, the number of shares of stock to be purchased pursuant to an option and the price per



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share of common stock covered by an option. Any such adjustment will be made by the Board,

whose

determination shall be conclusive and binding. In the event of a proposed sale of all or substantially

all

of the assets of HP or the merger or consolidation of HP with another company, the Board may

determine that each option will be assumed by, or an equivalent option substituted by, the

successor

company or its affiliates, that the Purchase Date will be accelerated, or that all outstanding options

will

terminate and accumulated payroll deductions will be refunded.

Amendment and Termination of the Plan. The Board may terminate or amend the 2011 ESPP at

any time, except that it may not increase the number of shares subject to the 2011 ESPP other thanas

described in the 2011 ESPP. The 2011 ESPP will continue until May 1, 2021, unless otherwise

terminated by the Board.

Withdrawal. Generally, a participant may withdraw from the 2011 ESPP during an Offering

Period prior to the change enrollment deadline established by the Administrative Committee. The

Administrative Committee may establish rules limiting the frequency with which participants may

withdraw and re-enroll in the plan and may establish a waiting period for participants wishing to

re-enroll.

New Plan Benefits. Because benefits under the 2011 ESPP will depend on employees elections to

participate and the fair market value of HP common stock at various future dates, it is not possible

to

determine the benefits that will be received by executive officers and other employees if the 2011

ESPP

is approved by the stockholders. Non-employee directors are not eligible to participate in the 2011

ESPP.

36U.S. Federal Income Tax Consequences

If HP stockholders approve this proposal, the 2011 ESPP, and the right of participants to make



Page | 189

purchases thereunder, should qualify under the provisions of Sections 421 and 423 of the Code.

Under

these provisions, no income will be taxable to a participant until the shares purchased under the

2011

ESPP are sold or otherwise disposed of. Upon sale or other disposition of the shares, the participant

will generally be subject to tax and the amount of the tax will depend upon the holding period. If the

shares are sold or otherwise disposed of more than two years from the applicable Entry Date and

more

than one year from the date of transfer of the shares to the participant, then the participant

generally

will recognize ordinary income measured as the lesser of (i) the excess of the amount received upon

such sale or disposition over the purchase price, or (ii) an amount equal to 5% of the fair marketvalue

of the shares as of the Entry Date. Any additional gain should be treated as long-term capital gain. If

the shares are sold or otherwise disposed of before the expiration of this holding period, the

participant

will recognize ordinary income generally measured as the excess of the fair market value of the

shares

on the date the shares are purchased over the purchase price. Any additional gain or loss on such

sale

or disposition will be long-term or short-term capital gain or loss, depending on the holding period.

HP

is not entitled to a deduction for amounts taxed as ordinary income or capital gain to a participant

except to the extent ordinary income is recognized by participants upon a sale or disposition of

shares

prior to the expiration of the holding period(s) described above. In all other cases, no deduction is

allowed to HP.

The foregoing is only a summary of the effect of U.S. federal income taxation upon participants

and HP with respect to the 2011 ESPP based on the U.S. Federal income tax laws in effect as of the

date of this proxy statement. It is not intended to be exhaustive and does not discuss the tax



Page | 190

consequences arising in the context of the employees death or the income tax laws of any

municipality,

state or foreign country in which the employees income or gain may be taxable or the gift, estate, or

any tax law other than U.S. federal income tax law. Because individual circumstances may vary, HP

advises all recipients to consult their own tax advisor concerning the tax implications of participation

in the 2011 ESPP.

Vote Required

Approval of the 2011 ESPP requires the affirmative vote of a majority of the shares of HP

common stock present in person or represented by proxy and entitled to be voted on the proposal

at

the annual meeting.


Our Board recommends a vote FOR the approval of the Hewlett-Packard Company 2011 Employee

Stock Purchase Plan.

37PROPOSAL NO. 6

APPROVAL OF AN AMENDMENT TO THE HEWLETT-PACKARD COMPANY

2005 PAY-FOR-RESULTS PLAN TO EXTEND THE TERM OF THE PLAN

The Hewlett-Packard Company 2005 Pay-for-Results Plan (the PfR Plan) was approved by

stockholders in March of 2006. The PfR Plan provides a non-exclusive framework that can satisfy the

standards of Section 162(m) of the Code. Under the PfR Plan, the HR and Compensation Committee

of the Board (the Committee) may designate performance measures and a bonus formula with

respect to a performance period for each PfR Plan participant. Utilizing those criteria and other

factors

that the Committee determines appropriate, the Committee uses the PfR Plan to reward

accomplishments achieved or recognized during the performance period. The Board believes that

the

PfR Plan benefits stockholders because it creates a strong incentive for executives to meet or exceed

specified financial goals. Stockholders are being asked to approve an amendment to the PfR Plan to



Page | 191

remove the expiration date so that the PfR Plan will continue until terminated by the Committee and

to fulfill the requirements to qualify the amounts paid pursuant to the PfR Plan for a United States

federal income tax deduction by HP. Other than the removal of the plan expiration, all terms of the

PfR Plan remain unchanged.

The Board believes that it is in the best interest of HP and its stockholders to provide for a

stockholder-approved plan under which bonuses qualify for deductibility by HP for United States

federal income tax purposes, to the maximum extent permitted. Accordingly, the PfR Plan is

structured

such that payments under it can qualify as performance-based compensation within the meaning

of

Section 162(m) of the Code. In general, Section 162(m) of the Code places a limit of $1 million on the

deductibility for federal income tax purposes of the compensation paid to covered employees,

generally defined as the four highest-paid officers employed by the company on the last day of its

taxable year other than the chief financial officer. However, compensation that qualifies as

performance-based under Section 162(m) is not subject to the $1 million limitation. One of the

requirements of performance-based compensation for purposes of Section 162(m) of the Code is

that

the material terms of the performance goal under which compensation may be paid be disclosed to,

and approved by, the companys stockholders every five years. Therefore, we are seeking

stockholder

approval of the material terms of the PfR Plan which permit continued qualification under

Section 162(m). For purposes of Section 162(m), the material terms include (i) the employees eligible

to receive compensation, (ii) a description of the business criteria on which the performance goal is

based and (iii) the maximum amount of compensation that can be paid to an employee under the

performance goal. Each of these aspects of the PfR Plan is discussed below, and stockholderapproval

of the amendment to the PfR Plan will be deemed to constitute approval of each of these aspects of

the PfR Plan for purposes of the approval requirements of Section 162(m) of the Code.

Summary of the PfR Plan



Page | 192

The principal features of the PfR Plan are summarized below. The following summary of the PfR

Plan does not purport to be a complete description of all of the provisions of the PfR Plan. It is

qualified in its entirety by reference to the complete text of the PfR Plan, which has been filed with

the

SEC as Annex B to this proxy statement. Any HP stockholder who wishes to obtain a copy of the PfR

Plan may do so upon written request to the Secretary at HPs principal executive offices.

Administration. The Committee has complete authority to: (i) select from the eligible participants

the individuals to whom awards under the PfR Plan may from time to time be paid, (ii) determine

the

performance periods and performance goals upon which payment of awards under the PfR Plan will

be

based, and (iii) make any other determination and take any other action that the Committee deems

necessary or desirable to discharge its duties under the PfR Plan. The Committee may delegate

various

functions to a Plan Committee to act on certain compensation and benefits matters. The Plan

Committee will have the responsibility for general administration and interpretation of the PfR Plan,

38except to the extent inconsistent with Section 162(m) of the Code. The Plan Committee is

composed of

HPs Executive Vice President of Human Resources, General Counsel, Controller and Treasurer. The

Plan Committee may further delegate its administrative tasks to other HP employees as it deems

appropriate.

Participation and Eligibility. Each Section 16 officer is eligible to participate in the PfR Plan. HPs

non-employee directors are not entitled to participate in the PfR Plan. As of December 31, 2010, HP

had 12 Section 16 officers who were eligible to participate in the PfR Plan in fiscal 2011.

If a person ceases to be a Section 16 officer or becomes a Section 16 officer during a performance

period, such participant may receive a prorated bonus under the PfR Plan.

A participant generally will forfeit any bonus for a performance period during which such

participant is involuntarily terminated by HP or terminates his or her employment with HP for any

reason, although the Committee may determine that the forfeiture does not apply in cases of



Page | 193

termination due to death, workforce reduction, disability, retirement or in connection with certain

mutual separation agreements, but only to the extent that the applicable performance goals are

met.

Adjustments may also be made if a participant is on a leave of absence approved by HP or is on

non-pay status.

Awards under the PfR Plan are subject to repayment in the event of a significant restatement of

financial results. In the event of such a restatement, the Board will review all bonuses that were paid

to

Section 16 officers on the basis of having met or exceeded specific performance targets for

performance

periods beginning after December 31, 2005 for the restatement period. If such bonuses would have

been lower had they been calculated based on such restated results, the Board will, to the extent

permitted by governing law, seek to recoup all such bonuses paid to Section 16 officers whose fraud

or

misconduct resulted in such restatement.

PfR Plan Operation. Within the earlier of (i) 90 days after commencement of a performance

period, or (ii) the expiration of 25% of the performance period, the Committee will designate or

approve:

the performance period (the PfR Plan defines performance period to mean HPs fiscal year or

such other period that the Committee may establish);

the employees (designated by position or name) who will be participants in the PfR Plan for the

performance period;

the performance measures and targeted performance goals for those measures during the

performance period;

the bonus formula applicable to each participant for the performance period (which can be set

on an individual or group basis);

the target bonus opportunity for each participant;

the weighting of each performance measure; and



Page | 194

the eligible earnings that the participant accrues during the performance period.

When the Committee establishes a bonus program, the Committee first determines the length of

the performance period in which a bonus program applies. The Committee also determines the

performance measures, and associated weighting and targeted goals, for the applicable

performance

period. For the 2011 fiscal year performance period, the Committee selected non-GAAP net profit

(before bonus) to determine overall plan funding. For individual participants, the Committee will

make

bonus awards based on performance measures that include business-owned net profit and revenue,

as

well as achievement against certain strategic objectives, customer satisfaction and employee

development metrics.

39Business Criteria and Maximum Amount of Compensation Payable under the PfR Plan. The

performance measures for any performance period will be any one or more of the following

performance criteria, either individually, alternatively or in any combination, applied to either HP as

a

whole or to a region, business unit, affiliate or business segment, either individually, alternatively or

in

any combination, and measured either on an absolute basis or relative to a pre-established target, toa

previous periods results or to a designated comparison group, in each case as specified by the

Committee: (i) cash flow (including operating cash flow or free cash flow), (ii) revenue (on an

absolute

basis or adjusted for currency effects), (iii) gross margin, (iv) operating expenses or operating

expenses

as a percentage of revenue, (v) earnings (which may include earnings before interest and taxes,

earnings before taxes and net earnings, and may be determined in accordance with United States

Generally Accepted Accounting Principles (GAAP) or adjusted to exclude any or all non-GAAP

items), (vi) earnings per share (on a GAAP or non-GAAP basis), (vii) growth in any of the foregoing



Page | 195

measures, (viii) stock price, (ix) return on equity or average stockholders equity, (x) total

stockholder

return, (xi) growth in stockholder value relative to the moving average of the S&P 500 Index or

another index, (xii) return on capital, (xiii) return on assets or net assets, (xiv) return on investment,

(xv) economic value added, (xvi) operating profit, controllable operating profit, or net operating

profit,

(xvii) operating margin, (xviii) cash conversion cycle, (xix) market share, (xx) contract awards or

backlog, (xxi) overhead or other expense reduction, (xxii) credit rating, (xxiii) strategic plan

development and implementation, (xxiv) succession plan development and implementation,

(xxv) improvement in workforce diversity, (xxvi) customer indicators, (xxvii) new product invention

or

innovation, (xxviii) attainment of research and development milestones, (xxix) improvements in

productivity, (xxx) attainment of objective operating goals and (xxxi) employee metrics.

The PfR Plan further provides that the Committee may appropriately adjust any evaluation of

performance under a performance measure to exclude any of the following events that occurs

during a

performance period: (A) the effects of currency fluctuations, (B) any or all items that are excluded

from the calculation of non-GAAP earnings as reflected in any HP press release and Form 8-K filing

relating to an earnings announcement, (C) asset write-downs, (D) litigation or claim judgments or

settlements, (E) the effect of changes in tax law, accounting principles or other such laws or

provisions

affecting reported results, (F) accruals for reorganization and restructuring programs, and (G) any

other extraordinary or non-operational items.

The maximum bonus that any one participant may be paid under the PfR Plan in any one fiscal

year is $10 million.

Committee Certification and Determination of Awards. After the conclusion of each performance

period, the Committee will determine and certify the extent to which the targeted goals for the

performance measures applicable to the performance period were achieved. The Committee will

also



Page | 196

certify the bonus amount for each participant for the performance period based upon bonus

formula

for such participant as previously established by the Committee. The Committee has the authority to

reduce or eliminate to zero the amount of any bonus payable under the PfR Plan to any participant;

however, the Committee cannot increase the bonus amounts payable under the PfR Plan in excess

of

the maximum that a participant would receive based on the bonus formula established for the

participant at the beginning of the performance period.

Non-Exclusivity. Nothing contained in the PfR Plan prevents the Board from adopting other or

additional compensation arrangements that provide for bonuses or other forms of compensation for

HPs officers or other employees regardless of stockholders approval of the PfR Plan. Such other

arrangements may or may not qualify for deductibility under Section 162(m) of the Code and may be

either applicable only for specific officers or employees, or may be generally applicable. However,

for

payments under the PfR to qualify as performance-based compensation under Section 162(m), any

such

other or additional compensation arrangements may not be designed to provide PfR Plan

participants

40all or part of the compensation they would receive under the PfR Plan regardless of whether the

performance goal is attained.

Amendment and Termination of the PfR Plan. The Committee may amend, suspend or terminate

the PfR Plan at any time as it may deem proper and in the best interests of HP; provided that no

amendment, suspension or termination may be made that would increase the amount of

compensation

payable pursuant to a bonus awarded under the PfR Plan or cause amounts payable under the PfR

Plan to fail to qualify as performance-based compensation under Section 162(m) of the Code.

Administrative changes or changes required by law may be made by the Plan Committee. To the

extent

required under applicable law, amendments to the PfR Plan will be subject to stockholder approval.

New Plan Benefits. Information about the range of possible amounts that could have been paid



Page | 197

under the PfR Plan for fiscal 2010 is set forth in the Grants of Plan-Based Awards in Fiscal 2010

table under Executive Compensation.

U.S. Federal Income Tax Consequences

All amounts paid pursuant to the PfR Plan constitute taxable income to the employee when

received. If a participant elects to defer a portion of the bonus, the participant may be entitled to

defer

the recognition of income. Generally, and subject to Section 162(m) of the Code, HP will be entitled

to

a federal income tax deduction when amounts paid under the PfR Plan are included in employee

income. Subject to stockholder approval of the PfR Plan, the failure of any aspect of the PfR Plan to

satisfy Section 162(m) shall not void any action taken by the Committee under the PfR Plan.

As stated above, the PfR Plan is being submitted for stockholders approval at the annual meeting

so that payments under the PfR Plan can qualify for deductibility by HP under Section 162(m) of the

Code. However, stockholder approval of the PfR Plan is only one of several requirements under

Section 162(m) of the Code that must be satisfied for amounts payable under the PfR Plan to qualify

for the performance-based compensation exemption under Section 162(m) of the Code, and

submission of the PfR Plan to stockholder approval should not be viewed as a guarantee that all

amounts paid under the PfR Plan will in practice be deductible by HP.

The foregoing is only a summary of the effect of U.S. federal income taxation upon participants

and HP with respect to amounts paid pursuant to the PfR Plan. It is not intended to be exhaustive

and it does not discuss the tax consequences arising in the context of the employees death or the

income tax laws of any municipality, state or foreign country in which the employees income or gain

may be taxable. Because individual circumstances may vary, HP advises all recipients to consult their

own tax advisor concerning the tax implications of participation in the PfR Plan.

Vote Required

Approval of the amendment to the PfR Plan requires the affirmative vote of a majority of the

shares of common stock present or represented by proxy and entitled to vote on this proposal at the

annual meeting.



Page | 198


Our Board recommends a vote FOR the approval of the amendment of the Hewlett-Packard

Company 2005 Pay-for-Results Plan.

41COMMON STOCK OWNERSHIP OF

CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information as of December 31, 2010 concerning beneficial

ownership by:

holders of more than 5% of HPs common stock,

HP directors and nominees,

each of the named executive officers listed in the Summary Compensation Table on page 62, and

all directors and HP executive officers as a group.

The information provided in the table is based on HPs records, information filed with the SEC

and information provided to HP, except where otherwise noted.

The number of shares beneficially owned by each entity or individual is determined under SEC

rules, and the information is not necessarily indicative of beneficial ownership for any other

purpose.

Under such rules, beneficial ownership includes any shares as to which the entity or individual has

sole

or shared voting power or investment power and also any shares that the entity or individual has the

right to acquire as of March 1, 2011 (60 days after December 31, 2010) through the exercise of any

stock options, through the vesting of restricted stock units (RSUs) payable in shares, or upon the

exercise of other rights. Beneficial ownership excludes options or other rights vesting after March 1,

2011 and any RSUs vesting on or before March 1, 2011 that may be payable in cash or shares at HPs

election. Unless otherwise indicated, each person has sole voting and investment power (or sharessuch

powers with his or her spouse) with respect to the shares set forth in the following table.

BENEFICIAL OWNERSHIP TABLE

Shares of Percent of



Page | 199

Common Stock Common Stock

Name of Beneficial Owner Beneficially Owned Outstanding

Blackrock, Inc.

(1)

%149,051,919 6.9 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Marc L. Andreessen . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,397 *

L´eo Apotheker . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 159,550 *

Lawrence T. Babbio, Jr.

(2)

* 102,957 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Sari M. Baldauf

(3)

* 31,314 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Shumeet Banerji . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0

Rajiv L. Gupta

(4)

* 15,461 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

John H. Hammergren

(5)

* 50,847 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Joel Z. Hyatt

(6)

* 16,985 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

John R. Joyce

(7)

* 10,772 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Raymond J. Lane . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0



Page | 200

Gary M. Reiner . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0

Patricia F. Russo . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0

Robert L. Ryan

(8)

* 20,532 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Lucille S. Salhany

(9)

* 73,370 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Dominique Senequier . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0

G. Kennedy Thompson

(10)

* 24,984 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Margaret C. Whitman

(11)

* 66 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Catherine A. Lesjak

(12)

* 185,869 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

R. Todd Bradley

(13)

* 386,995 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Ann M. Livermore

(14)

* 1,908,231 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Vyomesh I. Joshi

(15)

* 1,780,640 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .



Page | 201

All current executive officers and directors as a group (28 persons)

(16)

* 6,721,165 . .

* Represents holdings of less than 1%.

42(1) Based on a Schedule 13G filed with the SEC on January 29, 2010 by Blackrock, Inc. The

Schedule 13G contained information as of January 29, 2010 and may not reflect current holdings

of HP common stock. The address for Blackrock, Inc. is 40 East 52nd Street, New York, New York

10022.

(2) Includes 63,943 shares that Mr. Babbio has the right to acquire by exercise of stock options.

(3) Includes 12,732 shares that Ms. Baldauf has the right to acquire by exercise of stock options.

(4) Includes 6,177 shares that Mr. Gupta has the right to acquire by exercise of stock options.

(5) Includes 14,457 shares that Mr. Hammergren holds indirectly through a trust and 36,390 shares

that Mr. Hammergren has the right to acquire by exercise of stock options.

(6) Includes an aggregate of 200 shares that Mr. Hyatt holds indirectly through two trusts.

(7) Represents shares held by Mr. Joyce indirectly through a trust.

(8) Represents shares held by Mr. Ryan indirectly through a trust.

(9) Includes 36,629 shares that Ms. Salhany has the right to acquire by exercise of stock options.

(10) Includes 8,364 shares that Mr. Thompson has the right to acquire by exercise of stock options.

(11) Represents shares held by Ms. Whitman indirectly through a trust.

(12) Includes 306 shares held by Ms. Lesjaks spouse and 38,280 shares held indirectly by Ms. Lesjak

with her spouse, and 141,250 shares that Ms. Lesjak has the right to acquire by exercise of stock

options.

(13) Includes 290,000 shares that Mr. Bradley has the right to acquire by exercise of stock options.

(14) Includes 4,011 shares held by Ms. Livermore in the HP 401(k) plan, 56,176 shares that

Ms. Livermore holds indirectly through a trust with her spouse, and 1,826,200 shares that

Ms. Livermore has the right to acquire by exercise of stock options.



Page | 202

(15) Includes an aggregate of 10,008 shares that Mr. Joshi holds indirectly through two living trusts,

an

aggregate of 160,000 shares that Mr. Joshi holds indirectly through four grantor retained annuity

trusts, and 1,465,000 shares that Mr. Joshi has the right to acquire by exercise of stock options.

(16) Includes 5,229,685 shares that executive officers and directors have the right to acquire.

43SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act, requires our directors, executive officers and holders of more

than 10% of HP common stock to file reports with the SEC regarding their ownership and changes in

ownership of our securities. HP believes that, during fiscal 2010, its directors, executive officers and

10% stockholders complied with all Section 16(a) filing requirements. In making these statements,

HP

has relied upon an examination of the copies of Forms 3, 4, and 5, and amendments thereto, and the

written representations of its directors, executive officers and 10% stockholders.

TRANSACTIONS WITH RELATED PERSONS

Related Person Transaction Policies and Procedures

HP has adopted a written policy for approval of transactions between HP and its directors,

director nominees, executive officers, beneficial owners of more than 5% of HPs common stock, and

their respective immediate family members where the amount involved in the transaction exceeds

or is

expected to exceed $100,000 in a single calendar year.

The policy provides that the Nominating and Governance Committee reviews certain transactions

subject to the policy and decides whether or not to approve or ratify those transactions. In doing so,

the Nominating and Governance Committee determines whether the transaction is in the best

interests

of HP. In making that determination, the Nominating and Governance Committee takes intoaccount,

among other factors it deems appropriate:

The extent of the related persons interest in the transaction;

Whether the transaction is on terms generally available to an unaffiliated third party under the



Page | 203

same or similar circumstances;

The benefits to HP;

The impact or potential impact on a directors independence in the event the related party is a

director, an immediately family member of a director or an entity in which a director is a

partner, stockholder or executive officer;

The availability of other sources for comparable products or services; and

The terms of the transaction.

The Nominating and Governance Committee has delegated authority to the chair of the

Nominating and Governance Committee to pre-approve or ratify transactions where the aggregate

amount involved is expected to be less than $1 million. A summary of any new transactions

pre-approved by the chair is provided to the full Nominating and Governance Committee for its

review

at each of the committees regularly scheduled meetings.

The Nominating and Governance Committee has adopted standing pre-approvals under the policy

for limited transactions with related persons. Pre-approved transactions include:

1. Compensation of executive officers that is excluded from reporting under SEC rules where

HPs HR and Compensation Committee approved (or recommended that the Board approve)

such compensation;

2. Director compensation;

3. Transactions valued at less than $1 million or 2% of the other companys consolidated gross

revenues, where the related person has an interest only as an employee (other than executive

officer), director or beneficial holder of less than 10% of the other companys shares;

444. Charitable contributions of less than $1 million or 2% of the charitys annual receipts, where

the related person has an interest only as an employee (other than executive officer) or

director; and

5. Transactions where all stockholders receive proportional benefits.

A summary of new transactions covered by the standing pre-approvals described in paragraphs 3



Page | 204

and 4 above is provided to the Nominating and Governance Committee for its review in connection

with the committees regularly scheduled meetings.

Fiscal 2010 Related Person Transactions

HP enters into commercial transactions with many entities for which its executive officers or

directors serve as directors and/or executive officers in the ordinary course of its business. All of

those

transactions were pre-approved transactions as defined above except for transactions with Current

Media LLC, McKesson Corporation, Ning, Inc. and Silver Lake. In fiscal 2010, Mr. Hyatt was Vice

Chairman of Current Media, Mr. Hammergren was Chairman and Chief Executive Officer of

McKesson, and Mr. Andreessen was Chairman of Ning. In addition, Mr. Joyce was a managing

director

of Silver Lake for a portion of fiscal 2010. HP considers these transactions to be arms-length and

does

not believe that any of Mr. Hyatt, Mr. Hammergren, Mr. Andreessen and Mr. Joyce has a material

direct or indirect interest in any of such commercial transactions.

Kimberly M. Bocian, the spouse of Peter J. Bocian, an executive officer of HP, was employed by

HP during fiscal 2010. She was paid a base salary of $209,000 and received bonuses totaling

$147,750

with respect to her employment with HP during fiscal 2010. Ms. Bocian also participated in HPs

equity

award and benefit programs in fiscal 2010 and received an award of 1,000 performance-based

restricted

units during fiscal 2010.

45EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Executive Summary

As one of the worlds leading technology companies, Hewlett-Packards mission is to invent

technologies and deliver services that drive business value, create social benefit and improve the

lives of



Page | 205

customerswith a focus on positively impacting the greatest number of people possible. To fulfill

this

mission, the HR and Compensation Committee (the Committee) of the Board of Directors (the

Board) believes that HP must recruit and retain executive talent from among the most capable

and

highest performing executives within any industry. Because the labor market for this type of

executive

talent is limited, the Committee spends a significant amount of time understanding the market for

executive talent and the economic factors that affect HPs short- and long-term performance within

this

context.

Compensation and benefits for employees at all levels of HP, including for the named executive

officers listed in the Summary Compensation Table on page 62 (the NEOs), are determined in the

context of HPs Total Rewards Program. The Total Rewards Program includes base pay, annual

variable

pay, long-term incentive pay, benefits and perquisites. Overall, the Total Rewards Program aims to

foster a high-performance culture at all levels and to provide an opportunity for employees to earn

significant rewards if HP achieves strong financial results.

HPs pay-for-performance philosophy forms the foundation of all of the Committees decisions

regarding compensation. Like most companies, HP uses a combination of fixed and variable

compensation programs to reward and incentivize strong performance, and to align the interests of

HPs executives with its stockholders. This compensation philosophy, and the program structure

approved by the Committee, is central to HPs ability to attract, retain and motivate individuals who

can achieve the superior financial results that HP stockholders expect.

Each year the Committee, along with HP management, establishes performance targets for shortand

long-term incentive plans that require the achievement of significant financial results. At the end of

each year, the Committee determines compensation by assessing performance against these

financial

targets, as well as in light of HPs performance relative to its peers on other financial and non-

financial



Page | 206

factors and unusual or extraordinary events. While the Committee believes that financial

performance

should be the most significant driver of compensation, other factors that drive long-term value for

stockholders are also taken into account by the Committee, including improvements in market

share,

successful product launches, achievement of strategic objectives and customer satisfaction.

Ultimately,

the amount of compensation awarded to HPs executives is determined based on HPs performance

and

what the Committee believes is in the best interests of stockholders. This approach has been used

consistently over the years and has resulted in HPs ability to attract and retain a talented executive

team throughout a period of tremendous growth and transformation.

Performance during fiscal 2010, and for the three year period ending with fiscal 2010, was

consistently solid and demonstrated improved earnings and operational discipline year-over-year

throughout a period of significant financial turmoil. Under the compensation structure established in

2008, the Committee believes that the payouts made in fiscal 2010 reflect an appropriate level of

compensation for a talented team of HP executives.

Other aspects of our compensation program are intended to further align our executives interest

with stockholders. These include:

Stock ownership guidelines that more closely align executives interests with those of

stockholders;

A clawback policy that permits the Board to recover bonuses from senior executives whose

fraud or misconduct resulted in a significant restatement of financial results;

46 No tax gross-ups on income associated with the personal use of corporate aircraft or on

payments made in connection with a change of control; and

No special or supplemental pension, health or death benefits for executives.

The following pages of this Compensation Discussion and Analysis (this CD&A) include the

following:



Page | 207

An overview of HPs Total Rewards Program, including our policy on pay positioning and pay

for performance, which appears under HP Total Rewards Program and Executive Officer

Compensation Within Total Rewards;

A description of the roles of those responsible for overseeing and implementing the

compensation plan, which appears under Oversight and Authority Over Executive

Compensation;

A description of how we develop our competitive compensation structure, including how we use

external data, which appears under Use of Comparative Compensation Data and Analysis of

HPs Process for Setting and Awarding Executive Compensation;

A discussion of the impact of this analysis on the compensation of the named executive officers,

which appears under Analysis of the Elements of Executive CompensationBase Pay,

Annual Incentive Pay and Long Term Incentive Pay;

A summary of the other elements of executive officer compensation under HPs Total Rewards

Program, which appears under Analysis of the Elements of Executive CompensationBenefits,

Perquisites, Severance Plan for Executive Officers and Benefits in the Event of a

Change of Control; and

An outline of some other aspects of HPs Total Rewards Program, which appears under Stock

Ownership Guidelines, Accounting and Tax Effects, Policy on Recovery of Bonus in Event of

Financial Restatement and Approval Process for Equity Grants.

The compensation tables appear immediately following this CD&A.

HPs Total Rewards Program

Compensation and benefits for employees at all levels of HP, including the NEOs, are determined

in the context of HPs Total Rewards Program. The Total Rewards Program includes base pay, annual

variable pay, long-term incentive pay, benefits and perquisites. Overall, the Total Rewards Program

aims to foster a high-performance culture at all levels and to provide an opportunity for employees

to

earn significant rewards when HP achieves strong financial results.



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While the elements of the Total Rewards Program are intended to motivate and encourage

employees at all levels of HP to drive performance, there is a different emphasis on certain elements

of

the Total Rewards Program based on an employees position and ability to impact HPs financial

results. Within the Total Rewards Program, the percentage of performance-based pay, or at-risk pay,

increases with job responsibility. Among HPs peer group companies, HP executives have a higher

percentage of performance-based pay, which generally means smaller bonuses and lower overall

compensation in years of low performance and higher bonuses and long-term incentive payouts in

years

of exceptional performance, reflective of the performance achieved.

Executive Officer Compensation Within Total Rewards

As one of the worlds leading technology companies with multiple business units of significant size

and complexity, the Committee generally targets the total compensation of HPs executive officers

to be

at or near the 75

th

percentile of pay for comparable positions at its peer group companies. The

Committee believes this level of pay is necessary to provide appropriate retention and incentives to

HPs executive officers and that it is appropriate given HPs size and complexity. It also generally

corresponds to HPs percentile ranking of revenue within its peer group companies. In the case of

47NEOs who head significant business segments, the Committee has determined that in certain

cases,

setting and paying target compensation at or above this range, up to approximately the 90

th

percentile,

is justified due to the fact that some business segments are of a similar size or even exceed the size

of

several of HPs peer group companies.

At the NEO level, there is the greatest emphasis on linking pay to performance so as to align the



Page | 209

interests of the NEOs directly with those of stockholders. Accordingly, compensation is structured so

that approximately 80% to 90% of NEO target compensation is performance based depending upon

HPs financial results, with the remaining 10% to 20% comprising base pay and benefits. The

Committee believes that this percentage of performance-based pay is appropriate for application to

the

NEOs.

Within the portion of pay representing performance-based pay, approximately 10% to 30% is tied

to achievement of annual incentive goals and 70% to 90% is tied to achievement of financial goals

over

a longer period of time. This mix of short- and long-term incentives provides sufficient rewards in the

short-term to motivate near-term performance, while at the same time providing significant

incentives

to keep HPs executives focused on longer-term corporate goals that drive stockholder value. This

also

mitigates the risk of NEOs focusing solely on short-term or solely on long-term goals. It is also

consistent with the practice of HPs peer group companies.

HPs incentive compensation programs are also designed to provide payments based on a

combination of both individual business unit and aggregate HP financial results. This type of program

design motivates business units across HPs varied portfolio to work together to achieve greater

returns

for stockholders. Under this compensation structure, when business segment or company results do

not

meet expectations, the total compensation of HPs NEOs may be below target market position in

comparison to HPs peer group companies. Similarly, when superior results are achieved, the NEOs

may receive significant above-market rewards. Furthermore, in any one year, because HP is

comprised

of a number of independent business units, NEOs in high-performing business units may receive

significantly more compensation than NEOs in business units that did not perform as well.

Oversight and Authority Over Executive Compensation

Role of the HR and Compensation Committee and its Advisors



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The Committee oversees and provides strategic direction to management regarding HPs Total

Rewards Program generally. It makes recommendations regarding the CEOs compensation to the

independent members of the Board, and it approves the compensation of the remaining Section 16

officers. Each Committee member is an independent non-employee director with significant

experience

in managing employee-related issues and making executive compensation decisions. The Committee

employs its own independent compensation consultant, as well as its own independent counsel.

During fiscal 2010, the Committee selected a new independent compensation consultant,

Compensation Advisory Partners LLC (CAP), to replace Frederick W. Cook & Co., Inc. The

Committees independent counsel, Sonnenschein, Nath & Rosenthal, LLP, remained the same,

although

the firm was renamed SNR Denton US LLP following its combination with another firm.

CAP provides analyses and recommendations that inform the Committees decisions; evaluates

market data and competitive position benchmarking compiled by managements consultants;

provides

updates on market trends and the regulatory environment as it relates to executive compensation;

and

reviews various proposals presented to the Committee by management related to executive

compensation. The Committees independent counsel advises on legal matters that come before the

Committee, including proxy statements and Committee resolutions. Neither CAP nor the

independent

counsel performs other services for HP, and neither will do so without the prior consent of the

Committee chair.

48The Committee met 11 times in fiscal 2010, including 8 times in executive session. The

Committees independent advisors participated in most of the Committees meetings and, when

requested by the Committee chair, in the preparatory meetings and the executive sessions.

Role of Management and the Chief Executive Officer in Setting Executive Compensation

On an annual basis, management considers market competitiveness, business results, experience

and individual performance in evaluating NEO compensation. The Executive Vice President, Human



Page | 211

Resources and other members of HPs Human Resources department, together with members of the

Finance and Legal departments, work with the CEO to design and develop compensation programs,

to

recommend changes to existing plans and programs applicable to NEOs and other senior executives,

to

recommend financial and other targets to be achieved under those programs, to prepare analyses of

financial data, peer comparisons and other briefing materials to assist the Committee in making its

decisions, and, ultimately, to implement the decisions of the Committee.

The Executive Vice President, Human Resources has engaged Mercer LLC as managements

compensation consultant. Mercer provides information and analyses that inform managements

recommendations. During fiscal 2010, Mercer gathered market and performance data on HPs peer

group companies and analyzed the compensation of HPs Section 16 officers against that data.

Mercer

provides other consulting services to HP as well.

Prior to his resignation, Mr. Hurd was actively engaged in setting compensation for other

executives through a variety of means, including recommending for Committee approval the

financial

performance goals and the annual variable pay amounts for his executive team. He worked closely

with

other members of executive management in analyzing relevant market data to determine base

salary

and annual target bonus opportunities for senior management and to develop targets for the short-

and

long-term incentive plan. Ms. Lesjak, while serving as interim CEO, met with the Committee and

made

recommendations regarding, among other things, annual bonus awards for the Section 16 officers,

other

than herself, for fiscal 2010. Since assuming office, Mr. Apotheker has been active in reviewing

compensation program designs, as well as in proposing new metrics and targets for 2011 executive

compensation programs.



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Use of Comparative Compensation Data

Each year, the Committee reviews the compensation of HPs Section 16 officers and compares it

to that of HPs peer group companies. This process starts with the selection of an appropriate group

of

peer companies for comparison purposes. Since 2008, the Committee has used a rules based

method

for determining the executive compensation peer group, with certain adjustments made from time

to

time based on external market factors (for example, in fiscal 2009, the market capitalization levels

were

reduced to reflect general market trends, but those levels were restored in 2010 when markets

recovered).

Under this approach, the peer group companies are determined using six screening levels:

(1) current market capitalization greater than $25 billion (up from $17 billion in fiscal 2009);

(2) revenue in excess of $15 billion for technology companies (up from $10 billion in fiscal 2009) and

$50 billion for companies in other industries; (3) inclusion in the S&P 500 Index, the Dow Jones 30

Index and/or the Dow Jones Global Titans Index; (4) inclusion in industry specific categories of

information technology, industrials, materials, telecommunications services, consumer discretionary

and

consumer staples; (5) the global scope and complexity of the companys business; and (6) in the case

of

companies used for comparison of CEO pay, a lack of anomalous pay practices (typically companies

with a founder as CEO). The Committee believes that use of this methodology continues to produce

the appropriate peer group for comparison, as well as a group that is large and diverse enough so

that

the addition or elimination of any one company does not alter the overall analysis.

49Under this six-level screening approach, the peer group used by the Committee during fiscal 2010

for executive compensation comparison purposes included 16 of the 20 companies included in the

prior

years peer group, as well as two new companies. In addition, one company was retained in the peer



Page | 213

group for year-over-year consistency, even though its market capitalization did not exceed the

$25 billion threshold at the time that the peer group was determined. The full list of companies is as

follows:

Company Name Revenue ($ in billions)*

Chevron . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 171.64

General Electric . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 156.78

Hewlett-Packard Company . . . . . . . . . . . . . . . . . . . . . . . . . . . 126.03

AT&T . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 123.02

Ford Motor Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 118.31

Verizon . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107.81

IBM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95.76

Procter & Gamble . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78.94

Boeing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68.28

Apple . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65.23

Microsoft . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62.48

Johnson & Johnson . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61.90

United Technologies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52.92

Dell . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52.90

Cisco Systems . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40.04

Intel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35.13

Oracle . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26.82

Google . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23.65

EMC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14.03

* Represents fiscal 2009 reported revenue, except fiscal 2010 reported revenue is provided

for Apple, Dell, Cisco Systems, Microsoft, Oracle, Procter & Gamble and HP. The

companies new to the peer group are Chevron, which replaced ConocoPhillips, and Ford

Motor Company. EMC was retained for year-over-year consistency. United Parcel Service,



Page | 214

Dow Chemical and Texas Instruments no longer met the screening criteria.

Following its determination of the executive compensation peer group, management presents the

Committee with its analysis of executive officer pay. This analysis is then discussed and reviewed by

the

Committee with its independent advisors. The Committee finds comparative data useful in setting

and

adjusting executive compensation. In general, the aim is to set target compensation levels at or near

the

75

th

percentile and, in certain situations, at or near the 90

th

percentile, with an opportunity to earn

greater rewards for the achievement of superior business results.

Analysis of HPs Process for Setting and Awarding Executive Compensation

A broad range of facts and circumstances is considered in setting executive compensation. Among

the factors considered for HPs executives generally, and for the NEOs in particular, are business

results, market competitiveness, internal equity, past practice, experience and individualperformance.

The weight given each factor may differ from year to year and may differ among individual NEOs in

any given year. For example, when HP recruits externally, market competitiveness and experience as

well as the circumstances unique to a particular candidate may weigh more heavily in the

compensation

analysis. In contrast, when determining year-over-year compensation for current NEOs, business

results,

peer company metrics, and internal equity generally factor more heavily in the analysis.

50Because such a large percentage of NEO pay is performance based, the Committee spends

significant time determining the appropriate financial targets for HPs short- and long-term incentive

pay plans. In general, management makes the initial recommendation for the financial targets, and



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these recommendations are reviewed and discussed by the Committee and its independent

advisors.

The major factor used in setting targets for the current fiscal year are business results from the most

recently completed fiscal year; other factors taken into account include the general business climate,

global market conditions, conditions or goals specific to a particular business segment, strategic

initiatives and succession planning goals. Targets are set by the Committee within the first 90 days of

the fiscal year.

Following the close of the fiscal year, the Committee reviews actual financial results against the

targets set by the Committee under HPs incentive compensation plans for that year, and payouts

under

the plans are generally determined by reference to performance against the established financial

targets. The total incentive compensation payments approved by the Committee may be more or

less

than the amounts determined solely by performance against targets due to a range of other factors,

such as the quality of earnings, the number and size of strategic acquisitions, improvement in

market

share, the economic conditions in which the performance was delivered, and unusual or

extraordinary

events. In reviewing fiscal 2010 performance at its November meeting, the Committee reviewed the

financial results and recommendations as presented by the CFO and the CEO, reviewed the

individual

performance of the NEOs as reported by the CFO and the CEO, and determined their incentive

compensation for that fiscal year.

In setting incentive compensation for NEOs, the Committee generally does not consider the effect

of past changes in stock price, or expected payouts or earnings under other plans. In addition,

incentive

compensation decisions are made without regard to length of service or prior awards. For example,

NEOs with longer service at HP or who are eligible for retirement do not receive greater or lesser

awards, or larger or smaller target amounts, in a given year than do NEOs with shorter service.

Analysis of Elements of Executive Compensation



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Under HPs Total Rewards Program, executive compensation consists of the following elements:

base pay, annual incentive pay, long-term incentive pay, benefits and perquisites.

Base Pay

Consistent with HPs philosophy of tying pay to performance, HP executives receive a relatively

small percentage of their overall compensation in the form of base pay. Consistent with the practice

of

HPs peer group companies, the NEOs are paid an amount in the form of base pay sufficient to

attract

qualified executive talent and maintain a stable management team. The Committee aims to have

executive base salaries be at or near the market median for comparable positions and to comprise

10%

to 20% of their overall compensation, which is also consistent with the practice of HPs peer

companies.

In fiscal 2009, HP implemented base pay reductions at graduated rates (where permitted by local

law) as part of several cost-savings initiatives. As of July 1, 2010, the Committee restored base pay

for

all the NEOs to their pre-reduced levels and provided additional increases to the NEOs other than

the

then-current CEO (Ms. Lesjak) to bring them up to then-current market rates. No other adjustmentsto

NEO base pay were made during fiscal 2010. In connection with an overall review of Section 16

officer

compensation at the beginning of fiscal 2011, the Committee increased Ms. Lesjaks base salary to

$825,000 effective November 1, 2010 in recognition of her past performance and expected future

contributions to the company.

51Annual Incentive Pay

The NEOs are eligible to receive annual incentive pay under the Hewlett-Packard Company 2005

Pay-for-Results Plan (the PfR Plan). In the discretion of the Committee, HP executives may receive

additional annual incentive pay outside the PfR Plan. Annual incentive pay under the PfR Plan is

awarded based on achievement against the key financial metrics of revenue and net profit, each of



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which is equally weighted under the plan for performance from threshold to target. For performance

above target, additional funding is driven by performance on net profit. These metrics address both

top line (revenue) and bottom line (net profit) corporate financial goals, both of which we

believe

are critical to driving long-term value.

The combination of these two metrics limits the ability of an executive to be rewarded for taking

excessive risk on behalf of HP by, for example, seeking revenue-enhancing opportunities at the

expense

of profitability, since performance is required on both metrics to achieve payout under the PfR Plan.

At the beginning of each fiscal year, PfR Plan revenue and net profit targets are set for each of

HPs business units. For PfR Plan participants in most business units, including Mr. Bradley, Mr. Joshi

and Ms. Livermore, payouts are determined based 50% on the performance of their respective

business

units and 50% on HPs overall performance. For PfR participants in corporate functions (e.g., finance,

human resources), including the CEO and CFO, payouts under the plan are made based 100% on HPs

overall performance, which is determined by aggregating the performance of all eight business units.

The targeted short-term bonus percentages for the NEOs for fiscal 2010 remained unchanged since

fiscal 2007, with the CEOs target at 200% of base pay, and at 125% of base pay for the remaining

NEOs.

The fiscal 2010 targets were recommended by management and set by the Committee at its

meeting in November 2009. As in prior years, the 2010 targets were set primarily based on expected

improvement over prior year achievements.

At its November 2010 meeting, the Committee reviewed and certified HPs annual performance

against the targets under the PfR Plan for fiscal 2010. Most business units achieved financial

performance above threshold, with some performing above target. In fiscal 2010, HP achieved solid

financial results in a recovering global economic environment, delivering revenue of $126 billion and

GAAP diluted earnings per share of $3.69. In addition, over the past three years, HPs performance

was at the 79



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th

percentile of the peer group with respect to revenue growth and at the 68

th

percentile of

the peer group with respect to EPS growth. Against the S&P 500, HPs performance on revenue was

at

the 74

th

percentile and at the 85

th

percentile on EPS growth over the same three-year period. This level

of consistent performance formed the basis of the Committees fiscal 2010 compensation decisions.

In

addition, the Committee also considered that the aggregate amount approved to pay fiscal 2010

bonuses for all HP employees was lower as a percentage of pre-tax earnings (before bonus) than

bonuses paid in fiscal 2009. As a result, a larger proportion of the earnings delivered benefited

stockholders than compared to last fiscal year.

In addition to approving PfR Plan awards, the Committee approved discretionary cash awards to

the NEOs based on the quality of their financial performance in fiscal 2010 and their contributions to

business results, which the Committee believed were not fully rewarded through the payouts under

the

PfR Plan. These awards are included in the Bonus column of the Summary Compensation Table. In

making this determination, the Committee considered HPs solid and consistent performance

relative to

its competitors and the S&P 500, over both a one-year and three-year period. In making theseawards,

the Committee gave considerable weight to HPs three-year performance due to the fact that in

periods

of significant market volatility (as has been the case over the past three years), companies that

perform



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poorly in one year, followed by a year of recovery, often appear, on a relative basis, to have had

exceptional one-year performance, when in fact, their financial performance is simply recovering to

52prior-year levels. This was the case with several companies in HPs peer group, where in some

cases

companies in the top ranks were simply re-gaining ground lost in prior years. By comparison, HPs

performance over this period, and its financial position at the end of this period, has improved

substantially from where it was three years ago, which cannot be said for all others in the peer

group.

The Committee also took into account the significant disruption caused by the departure of Mr. Hurd

and the fact that the subsequent decline in the value of HP shares, which affected HPs Total

Shareholder Return (TSR) and the number of shares released to the NEOs following the end of the

three-year performance period applicable to the fiscal 2008 PRU grants, was unrelated to the

performance of the NEOs. Furthermore, in determining the amounts of the discretionary cash

awards,

particularly in the case of Ms. Lesjak, the Committee took into account the exceptional service of the

NEOs during the period following Mr. Hurds departure.

With respect to the variations among NEOs, the Committee took into consideration the relative

contributions of each to the overall performance and other quantitative and qualitative factors,

including year-over-year growth in revenue, margin and market share, as well as operational

discipline

demonstrated in management of channel and owned inventory. These factors resulted in higher

discretionary bonuses for certain NEOs, as well as increased discretionary funding of bonuses for

other

eligible employees in these business units, rewarding solid financial performance in those units.

Long-Term Incentive Pay

In general, HP aims to set a total long-term incentive compensation target amount for its senior

executives to be at or near the 75

th

percentile of the long-term incentives paid by its peer group



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companies. In the case of the NEOs who head significant business segments, the Committee also

compares compensation data for these positions against the pay for CEOs of smaller companies, as

the

size and complexity of certain of those business segments are similar in size and complexity to

several

of HPs peer group companies. Thus, the long-term target incentives for the NEOs who head these

significant business segments are determined based on a blend of peer positions with similar titles at

peer group companies and CEO positions among smaller companies, using the 75

th

percentile for

peer-company positions and the median for CEO positions at smaller companies as competitive

reference points.

At the beginning of fiscal 2010, the Committee established a total long-term incentive target

amount for each NEO. Of that amount, 80% was awarded in the form of performance-based

restricted

units, with the remaining 20% awarded in the form of restricted stock units with time-based vesting.

This same mix of performance-based and time-based awards has been granted by the Committee for

the past several years and reflects HPs primary emphasis on performance driven compensation,with

the time-based awards providing a measure of retention value, which is also an important

component of

the overall executive compensation arrangement.

Performance-Based Restricted Units

Performance-based restricted units (PRUs) were first awarded to eligible employees in fiscal

2008. Implementation of this program represented an important step taken by HP to drive a

high-performance culture. It was also consistent with the direction being taken by some of HPs peer

group companies. Fiscal 2010 was the third year that long-term incentive awards were granted to

the

NEOs under the PRU Program.



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Under the PRU Program, a target number of PRUs is awarded with respect to a three-year

performance period. The performance metrics of the PRU Program are (a) annual targets based on

cash flow from operations as a percentage of revenue based on a goal set for each of the three

years,

and (b) an overall modifier based on HPs TSR relative to the S&P 500 over the three-year

53performance period. Depending on performance during the period, participants may receive

shares at

the end of the period ranging from zero to two times the units awarded.

The metric of cash flow from operations as a percentage of revenue has been used for more

than five years as a financial metric in HPs long-term incentive programs, and HP believes that it

continues to be a key metric that both drives and demonstrates improved financial performance

within

the company. It is also a complementary metric to the revenue and net profit metrics used under

the

PfR Plan. Furthermore, the use of a cash flow metric in a long-term incentive plan prevents

executives

from being rewarded for taking excessive risk because payouts under the plan are based on rolling

three-year performance periods. In determining achievement on this metric for purposes of

certifying

performance, the Committee has the discretion to make adjustments to cash flow, as permitted

under

the Amended and Restated Hewlett-Packard Company 2004 Stock Incentive Plan (the 2004 Plan),

for items such as asset write-downs, litigation claims or settlements, the effect of changes in tax laws

or

accounting principles, and similar types of extraordinary events. These adjustments may be different

from adjustments taken or described in the companys financial statements for GAAP reporting

purposes.

The TSR metric is based on HPs stock performance relative to the S&P 500 over the three-year

performance period. This metric operates to reduce payouts under the program if HPs stock

performance is below the median of S&P 500 companies for the three-year period, and it eliminates



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payouts entirely if HPs relative TSR performance is in the bottom quartile. As a result, even if annual

cash flow goals are achieved or exceeded in each of the three years of the performance period,

there

may be no or limited payouts if HPs stock performance is below the median compared to the S&P

500

companies. The use of the TSR metric also limits the ability of participants to be rewarded for

shortterm risk-taking.

Under the PRU Program, cash flow goals are set at the beginning of each fiscal year, and

performance is reviewed at the end of that year. The percentage to be applied to each participants

target award ranges from zero to 150%, based upon the extent to which the annual performance

goals

are achieved. If HP does not achieve a threshold level of cash flow performance for the year, the

amount earned for one-third of the award is zero. If HP achieves a threshold level of cash flow

performance for the year, a percentage is applied to one-third of a participants target award for the

period to determine the number of units earned during that year. For example, if an NEO received

an

award of 60,000 PRUs and cash flow goals were achieved at 150% in the first year, at 100% in the

second year and at 90% in the third year, at the end of the three-year performance period, the

participant would be credited with 68,000 PRUs ((20,000 150%) +(20,000 100%) +

(20,000 90%) = 68,000) before application of the TSR modifier

described below.

At the end of the three-year performance period, the total units credited, if any, are adjusted by

applying a modifier based on HPs TSR (including reinvestment of dividends) relative to the TSR of

S&P 500 companies for the three-year period. If HPs TSR is in the bottom quartile of the S&P 500,

the modifier will be zero, and no shares will be released with respect to that three-year performance

period. If HPs TSR is at the median of the S&P 500, the modifier will be 100%, and the number of

shares released will equal the number of units credited earned during the period with respect to

annual

cash flow performance. If HPs TSR is at or above the 75



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th

percentile of S&P 500 companies for the

period, the maximum modifier of 133% will apply, and the number of shares released will equal

133%

of the number of units credited during the period.

To achieve the maximum payout (200% of the initial PRU award), HP must achieve the maximum

cash flow goals for each of the three years, and HPs TSR must meet or exceed the 75

th

percentile of

the TSRs of S&P 500 companies for that period. Award values will reflect changes in stock price (both

increases and decreases) over the three-year period because awards are denominated in stock units

payable in shares, which further aligns the value executives realize with that of other stockholders.

For

54example, if a participant was credited with 68,000 PRUs at the end of the performance period and

HPs TSR for that three-year period was at the 80

th

percentile of the S&P 500, a total of 90,440 shares

of HP common stock would be released to the participant for that period (68,000

133% = 90,440).

The Committee set the PRU cash flow goals for fiscal 2010 in the first 90 days of the fiscal year.

As in prior fiscal years, goals were set primarily to require that future performance exceed prior-year

performance in order to achieve above-target payout amounts.

At its November 2010 meeting, the Committee reviewed HPs actual cash flow from operations as

a percentage of revenue, and, taking into account certain permitted adjustments, certified

performance

at approximately 90% of target. Accordingly, PRU Program participants were credited with

approximately 90% of one-third of the units attributable to the third year of the fiscal 2008 grant,

the

second year of the fiscal 2009 grant and the first year of the fiscal 2010 grant. HPs TSR performance



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over the three-year performance period of the fiscal 2008 grant was at the 40

th

percentile, which

resulted in a TSR modifier of 86%. That percentage was applied to the units credited based on cash

flow performance during the three-year period to determine the total number of shares released

under

the fiscal 2008 grant. As a result, an executive who received a fiscal 2008 grant of 60,000 PRUs had

58,690 shares released to him in November 2010 with respect to the three-year performance period

ending October 31, 2010.

Whether any units credited under the fiscal 2009 and 2010 grants will be paid out in shares at the

end of any three-year performance period will depend on future cash flow results and HPs TSRduring

those periods, neither of which is determinable until the end of those periods.

Grants of Restricted Stock Units

As described above, a portion of an executives target long-term incentive amount is delivered in

the form of PRUs, and the remaining value is awarded in grants of time-based restricted stock units.

These awards have restrictions that lapse as to one-half of the number of units on the first and

second

anniversaries of the date of grant.

For more information on PRUs and grants of restricted stock units to the NEOs during fiscal

2010, see Executive CompensationGrants of Plan-Based Awards in Fiscal 2010.

Grants of Special Incremental Performance-Based Unit Awards for Fiscal 2011 Through Fiscal 2013

At its July 2010 meeting, the Committee approved awards of special incremental performancebased

units (the Incremental Awards) for Ms. Lesjak, Mr. Bradley and certain other Section 16

officers. The units subject to the awards will be earned, if at all, upon achievement on the metrics of

EPS and relative TSR over the two- and three-year periods covered by the award. Under the terms of

the awards, 40% of the units will be earned if HP meets its EPS goal for the two-year period covering

fiscal 2011 and fiscal 2012 and if its relative TSR for the same period is at or above the 50



Page | 225

th

percentile;

and the remaining 60% of the units will be earned if HP meets its EPS goal for fiscal 2013 and HPs

relative TSR is at or above the 50

th

percentile for the entire three-year period of the award.

Under the Incremental Awards, 40% of the units are subject to performance during the first

two-year period, and an EPS goal is set for each fiscal year during that period. At the end of that

two-year period (referred to as segment 1 below), if HPs relative TSR is at or above the

50

th

percentile, units credited based on EPS performance are banked. The remaining 60% of the units

are earned based on EPS achievement during the third year of the award and relative TSR over the

entire three-year period of the award (referred to as segment 2 below).

55The chart below illustrates operation of the award, using an award of 20,000 units as an example.

Total Target Segment 1 Units: 8,000 Total Target Segment 2 Units: 12,000

(EPS Units: 6,000; TSR Units: 2,000) (EPS Units: 9,000; TSR Units: 3,000)

Units Units Units

Banked Banked Banked

for EPS for EPS for Relative Units Banked Totals Units

Performance Performance TSR over Units Banked for Relative TSR Released at

During During initial for EPS During over End of

Months Months 24-Month Months 36-Month 3-Year

Performance Levels 1 - 12 13 - 24 period 25 - 36 Period Period

Below 50

th

percentile 0 0 0 0 0 0



Page | 226

At 50

th

percentile (Min) 1,500 1,500 1,000 4,500 1,500 10,000

75

th

percentile (Target) 3,000 3,000 2,000 9,000 3,000 20,000

90

th

percentile (Max) 6,000 6,000 4,000 18,000 6,000 40,000

Any units banked due to EPS performance during segment 1 or segment 2 will be cancelled if

TSR performance is below the 50

th

percentile for that segment. However, units may be earned based

on TSR performance during the period even if no units are earned or banked based on EPS

performance during that segment.

For example, assume that during segment 1, EPS performance is achieved at the 75

th

and

90

th

percentiles with TSR at the 50

th

percentile. In this case, 10,000 units will be banked and earned for

that period (3,000 + 6,000 + 1,000). During segment 2, if EPS performance is at the 75

th

percentile but

TSR performance is below the 50



Page | 227

th

percentile, the 9,000 units banked based on EPS performance will

be cancelled due to TSR performance below the 50

th

percentile. Under this scenario, a total of 10,000

units would have been earned, and the participant in this example would receive a release of 10,000

shares.

The fiscal 2011 targets were set by the Committee at its January 2011 meeting and will require

achievement of significant financial performance by HP during the period if any payout is to be

received at all. These awards were granted by the Committee in consideration of the significant

achievement by the recipients and their criticality to the organization over the next several years.

Benefits

HP does not provide its executives or the NEOs with special or supplemental pension or health

benefits. HPs NEOs receive health and welfare benefits (including retiree medical benefits, if the

eligibility conditions are met) under the same programs and subject to the same eligibility

requirements

that apply to HP employees generally.

Benefits under all U.S. pension plans were frozen effective December 31, 2007. No NEO or any

other HP employee accrued a benefit under any HP U.S. defined benefit pension plan during fiscal

2010.

The NEOs, along with other HP executives who earn base pay or an annual bonus in excess of

certain federal tax law limits, are eligible to participate in the HP Executive Deferred Compensation

Plan (the EDCP). This plan is maintained to permit executives to defer some of their compensation

in order to defer taxation on such amounts. This is a standard benefit plan offered by most of HPs

peer companies. It permits deferral of base pay in excess of the amount taken into account under

the

qualified HP 401(k) Plan and up to 95% of the annual incentive bonus payable under the PfR Plan. In

addition, HP makes a matching contribution to the plan on a portion of base pay contributions in



Page | 228

excess of Internal Revenue Service (IRS) limits, in the same percentage as those executives are

eligible to receive under the HP 401(k) Plan. This permits these executives and all employees to

receive

a 401(k)-type matching contribution on a portion of base-pay deferrals in excess of IRS limits.

Amounts

deferred or matched under the EDCP are credited with investment earnings based on investment

options selected by the participant from among mutual and proprietary funds available to

employees

under the HP 401(k) Plan. No amounts earn above-market returns.

56Consistent with its practice of not providing any special or supplemental executive benefit

programs, including arrangements that would otherwise provide special benefits to the family of a

deceased executive, in 2010 the Committee adopted a policy that, unless approved by HPs

stockholders

pursuant to an advisory vote, HP will not enter into a new plan, program or agreement or modify an

existing plan, program or agreement with a Section 16 officer that provides for payments, grants or

awards following the death of the officer in the form of unearned salary or unearned bonuses,

accelerated vesting or the continuation in force of unvested equity grants, awards of ungranted

equity,

perquisites, and other payments or awards made in lieu of compensation, except to the extent thatsuch

payments, grants or awards are provided or made available to HP employees generally.

Perquisites

Consistent with the practices of many of its peer companies, HP provides a small number of

perquisites to its senior executives including the NEOs for the reasons described below.

HPs NEOs are provided reimbursement of up to $18,000 per year for a financial counseling

services to assist them in obtaining professional advice on managing the compensation they receive.

This reimbursement is also provided because it is common among the peer group companies.

Due to HPs global presence, HP maintains a certain number of corporate aircraft. Personal use of

these aircraft by the CEO and his direct reports (members of the Executive Council, or EC



Page | 229

members, which includes all of the other NEOs) is permitted, subject to availability. The CEO may

use HP aircraft for personal purposes in his own discretion and, at times, is advised to use HP aircraft

for personal travel for security reasons. EC members may use HP aircraft for personal purposes, if

available and approved by the CEO. The CEO and EC members are taxed on the value of this usage

according to IRS rules. There is no tax gross-up on the income attributable to this value.

Following a global risk-management review commissioned by the Audit Committee of the Board,

security systems were installed at the personal residences of some of HPs executives, including the

NEOs. These protections are provided due to the range of security issues that may be encountered

by

key executives of any large, multinational corporation.

Severance Plan for Executive Officers

HPs Section 16 officers (including all of the NEOs) are covered by a severance plan to provide a

level of transition assistance in the event of an involuntary termination of employment and to keep

executives focused on HPs business rather than their personal circumstances. Under the HP

Severance

Plan for Executive Officers, participants who incur an involuntary termination, not for cause, and

who

execute a full release of claims following such termination, are eligible to receive severance benefitsin

an amount determined as a multiple of base pay and the average of the actual annual bonuses paid

in

the preceding three years. In the case of the CEO, the benefit is calculated as two times the sum of

base pay plus average annualized bonus paid during the preceding three years; in the case of the

other

NEOs, the multiplier is 1.5 instead of two. In all cases, this benefit will not exceed 2.99 times the sum

of the executives base pay plus target bonus as in effect immediately prior to the termination of

employment.

Although the majority of compensation for HP executives is performance-based and largely

contingent upon achievement of aggressive financial goals, the Committee continues to believe that

the



Page | 230

HP Severance Plan for Executive Officers provides important protection to the Section 16 officers

and

is appropriate for attraction and retention of executive talent. In addition, we find it more equitable

to

offer severance benefits based on a standard formula for the Section 16 officers because severance

often serves as a bridge when employment is involuntarily terminated, and should therefore not be

affected by other, longer-term accumulations. As a result, and consistent with the practice of the

peer

57companies, other compensation decisions are not generally based on the existence of this

severance

protection.

Benefits in the Event of a Change in Control

HP did not have separate change-in-control agreements with its NEOs in fiscal 2010. Under HPs

equity plans, however, the Board has the discretion to accelerate vesting of all stock and stock

option

awards upon a change in control, but accelerated vesting is not automatic. This allows the Board to

decide to vest equity if it determines that accelerated vesting is appropriate under the facts and

circumstances of a given transaction. This is a common equity plan feature at many of the peer

group

companies. As a result, the NEOs could become fully vested in their outstanding equity awards upon

a

change in control if the Board affirmatively acts to accelerate vesting.

In addition, while in fiscal 2010 none of the NEOs was covered by an agreement that was expressly

tied to a change in control of HP, an involuntary termination of employment following a change in

control of HP could qualify as involuntary termination, not for cause within the meaning of the HP

Severance Plan for Executive Officers. This event would trigger the same level of benefits as though

the termination occurred absent a change in control.

As discussed below, on December 15, 2010, HP entered into a letter agreement with Ms. Lesjak

relating to her employment with HP. That letter agreement includes, among other things, certain

protections for Ms. Lesjak in the event of a change in control of HP. The Committee believed that



Page | 231

including those provisions was appropriate given the context of that agreement.

Separation Agreement with Mark V. Hurd

Mr. Hurd resigned as Chairman, President and Chief Executive Officer of HP and as a member of

the Board effective August 6, 2010. In connection with Mr. Hurds resignation, HP and Mr. Hurd

entered into a Separation Agreement and Release (the Separation Agreement) that provided

Mr. Hurd would receive a cash severance benefit of $12,224,693 in full satisfaction of HPs

obligations

under the HP Severance Plan for Executive Officers, which amount did not exceed the limit of 2.99

times the sum of Mr. Hurds current annual base salary plus annual target cash bonus established

under the HP Severance Policy for Senior Executives. The Separation Agreement also provided for

continued vesting of, and an extension of time to exercise, certain of Mr. Hurds outstanding equity

awards, as well as payment of COBRA premiums for continuing medical coverage. In connection with

the settlement of litigation subsequently commenced by HP against Mr. Hurd, all of his outstanding

equity awards were cancelled.

Employment Agreement with L´eo Apotheker

On September 29, 2010, HP entered into a four-year employment agreement with Mr. Apotheker

(the Apotheker Agreement) pursuant to which he was appointed President and Chief Executive

Officer of HP and a member of the Board effective November 1, 2010. Under the Apotheker

Agreement, Mr. Apotheker will receive base pay of $1.2 million, which amount is fixed for his first

two

years of service but may be reduced during the subsequent two years under certain circumstances,

and

a target annual bonus of 200% of base pay. Mr. Apotheker was granted a long-term incentive award

consisting of 76,000 shares of time-based restricted stock vesting in equal amounts annually over a

two-year period, 304,000 PRUs for the two-year performance period extending from

58November 1, 2010 through October 31, 2012, and an additional 304,000 PRUs for the three-year

performance period extending from November 1, 2010 through October 31, 2013. Mr. Apotheker

was



Page | 232

also granted a sign-on equity award consisting of 80,000 shares of time-based restricted stock

vesting in

equal amounts annually over a two-year period and 120,000 PRUs for the three-year performance

period extending from November 1, 2010 through October 31, 2013. The cash flow metric for the

first

year of each three-year PRU grant is deemed to be achieved at no less than target. In addition, on

November 29, 2010, Mr. Apotheker received a cash signing bonus of $4 million, a pro rata portion of

which he must re-pay if he resigns or is terminated for cause within 18 months, and an additional

cash

payment of $4.6 million as reimbursement for foregone non-competition payments from his former

employer and to cover relocation expenses. Mr. Apotheker is eligible to participate in the standard

employee benefits plans offered to employees in the United States and to receive perquisites

offered to

other senior executive officers.

The Apotheker Agreement was the result of arms-length negotiation between representatives of

Mr. Apotheker and members of the Board, which received advice and input from both its

independent

counsel and the independent consultant to the Committee. The Board believed that the salary,

bonus

and long-term compensation provided under the Apotheker Agreement were in the aggregate

consistent with the compensation packages provided to CEOs in comparable positions. The Board

also

believed that the sign-on equity awards and cash payments were appropriate in recognition of,

among

other things, the compensation from his former employer being foregone by Mr. Apotheker as a

result

of entering into the Apotheker Agreement and the considerable expense he will incur in relocatinghis

family to the United States.

Letter Agreement with Catherine A. Lesjak and Interim CEO Compensation

Following the resignation of Mr. Hurd, Ms. Lesjak was appointed as interim Chief Executive



Page | 233

Officer of HP effective August 6, 2010. Prior to being appointed as interim CEO, Ms. Lesjak advised

the Committee that she did not wish to be considered as a candidate for the vacant CEO position.

The

Committee subsequently began discussions with Ms. Lesjak about the terms of her employment

because

the Committee members believed that Ms. Lesjaks continued service as CFO was critical to

providing

stability and continuity to HP during the transition to a new CEO and that it was appropriate to

provide Ms. Lesjak with certain additional benefits in the event that her employment was

terminated

under certain circumstances following that transition. As a result, on December 15, 2010, HP entered

into a letter agreement with Ms. Lesjak (the Lesjak Agreement) that (i) provides that she will

continue to serve as HPs Executive Vice President and Chief Financial Officer throughout the

three-year term of the agreement, (ii) maintains her base salary and target annual and long-term

incentive awards at then-current levels, subject to reduction only in the event that similar reductions

apply to substantially all other Executive Vice Presidents, and (iii) provides her with enhanced

severance benefits in the event of a qualifying termination of her employment during the term of

the

agreement, subject to the limitations of the HP Severance Policy for Senior Executives describedbelow

under Narrative to the Potential Payments upon Termination or Change in Control TableHP

Severance Policy for Senior Executives. In addition, in recognition of Ms. Lesjaks exceptional

service

as interim CEO, the Committee awarded her a bonus consisting of $1 million cash (paid as part of her

fiscal 2010 annual bonus) and equity awards with an aggregate value of $2.6 million granted in

addition

to her regular fiscal 2011 long-term incentive award. While recognizing that these circumstances

were

unique and that no directly applicable benchmark data was therefore available, the structure and

amount of the compensation provided to Ms. Lesjak in recognition of her service as interim CEO was



Page | 234

reviewed by the Committee with its independent consultant, who, based on data gathered with

respect

to the compensation provided by other companies in connection with CEO transitions, determined

that

the compensation was appropriate, particularly in light of the length of Ms. Lesjaks service asinterim

CEO and HPs performance during that period.

59Other Compensation-Related Matters

Succession Planning

Among the Committees responsibilities as described in its charter is to oversee succession

planning and leadership development. The Board plans for succession of the CEO and annually

reviews

senior management selection and succession planning that is undertaken by the Committee. As part

of

this process, the independent directors annually review the Committees recommendation of

candidates

for senior management positions to see that qualified candidates are available for all positions and

that

development plans are being utilized to strengthen the skills and qualifications of the candidates.

The

criteria used when assessing the qualifications of potential CEO successors include, among others,

strategic vision and leadership, operational excellence, financial management, executive officer

leadership development, ability to motivate employees, and an ability to develop an effective

working

relationship with the Board.

Stock Ownership Guidelines

HPs stock ownership guidelines are designed to increase executives equity stakes in HP and to

align executives interests more closely with those of stockholders. The guidelines provide that,

within

five years of joining HP, the CEO should attain an investment position in HPs stock equal to five

times



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his base salary and all other Section 16 officers should attain an investment position equal to three

times their base salary. Shares counted toward these guidelines include any shares held by the

executive

directly or through a broker; shares held through the HP 401(k) Plan; shares held as restricted stock;

shares underlying restricted stock units; and shares underlying vested but unexercised stock options

(50% of the in-the-money value of such options is used for this calculation). During fiscal 2010, all

NEOs were in compliance with these guidelines.

Accounting and Tax Effects

The impact of accounting treatment is considered in developing and implementing HPs

compensation programs generally, including the accounting treatment as it applies to amounts

awarded

or paid to HPs executives. In this regard, the fact that the accounting treatment aligns more closely

with the amount of the payouts was among the factors considered in adopting the PRU Program,

and

in reducing the number of stock options awarded generally.

The impact of federal tax laws on HPs compensation programs is also considered, including the

deductibility of compensation paid to the NEOs, as limited by Section 162(m) of the Internal Revenue

Code (the Code). Most of HPs compensation programs are designed to qualify for deductibility

under Section 162(m), but to preserve flexibility in administering compensation programs, not all

amounts paid under all of HPs compensation programs qualify for deductibility. In determining to

award additional bonus amounts to the NEOs for fiscal 2010, the Committee considered the fact that

such amounts would not be deductible and would result in loss of the deductibility of amounts paid

from the PfR Plan to covered employees within the meaning of Section 162(m).

Likewise, the impact of Section 409A of the Code is taken into account, and HPs executive plans

and programs are, in general, designed to comply with the requirements of that section so as to

avoid

possible adverse tax consequences that may result from non-compliance.

Policy on Recovery of Bonus in Event of Financial Restatement



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In 2006, the Board adopted a clawback policy that permits the Board to recover bonuses from

senior executives whose fraud or misconduct resulted in a significant restatement of financial

results.

The policy allows for the recovery of bonuses from those senior executives whose fraud or

misconduct

60resulted in the restatement where the bonuses would have been lower absent the fraud or

misconduct,

to the extent permitted by applicable law.

Approval Process for Equity Grants

There were no grants of stock options to the NEOs during fiscal 2010. Grants of restricted stock

units and PRUs to Section 16 officers (other than the CEO) are approved by the Committee at a

regularly scheduled meeting, or occasionally at a special meeting or by unanimous written consent.

Grants to the CEO are approved by the independent members of the full Board. If approval is made

at

a meeting, the grant date of the award is generally the date of the meeting; if approval is by

unanimous

written consent, the grant date of the award is generally the day the last Committee member (or

independent Board member, in the case of the CEO) signs the consent. The Committee may act in

advance to approve equity grants for newly-hired Section 16 officers and other executives, in whichcase

the grant effective date may be the first day of employment or a later, pre-established date.

HP has no practice of timing grants of stock options or restricted stock awards to coordinate with

the release of material non-public information, and HP has not timed the release of material

non-public information for the purpose of affecting the value of NEO compensation.

HR and Compensation Committee Report on Executive Compensation

The HR and Compensation Committee of the Board of Directors of Hewlett-Packard Company

has reviewed and discussed with management this Compensation Discussion and Analysis. Based on

this review and discussion, it has recommended to the Board of Directors that the Compensation

Discussion and Analysis be included in this proxy statement and in the Annual Report on Form 10-K



Page | 237

of Hewlett-Packard Company filed for the fiscal year ended October 31, 2010.

HR and Compensation Committee of the Board of Directors

Lawrence T. Babbio, Jr., Chair

Rajiv L. Gupta

John H. Hammergren

Joel Z. Hyatt

Lucille S. Salhany

61Summary Compensation Table

The following table sets forth information concerning the compensation of HPs chief executive

officer, chief financial officer, and the three other most highly-paid executive officers (collectively,

the

NEOs) for the fiscal years ended October 31, 2010, October 31, 2009 and October 31, 2008.

Change

in Pension

Value and

Non-Equity Nonqualified

Incentive Deferred

Stock Option Plan Compensation All Other

Name and Principal Salary

(1)

Bonus

(2)

Awards

(3)

Awards

(4)

Compensation



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(5)

Earnings

(6)

Compensation

(7)

Total

Position Year ($) ($) ($) ($) ($) ($) ($) ($)

Catherine A. Lesjak

(8)

2010 610,000 2,580,762 3,514,884 940,925 366,363 84,034 8,096,968 . . .

Executive Vice President 2009 589,063 340,938 4,298,102 2,199,694 571,605 209,697 8,209,099

and Chief Financial Officer 2008 625,000 701,408 3,328,251 1,953,760 (33,346) 32,493 6,607,566

R. Todd Bradley . . . . . . . 2010 748,000 1,655,355 5,021,292 1,465,145 373 187,666 9,077,831

Executive Vice President, 2009 743,125 337,857 4,701,215 5,767,373 727 248,378 11,798,675

Personal Systems Group 2008 820,000 907,415 6,228,712 13,222,059 1,184 269,843 21,449,213

Ann M. Livermore . . . . . 2010 748,000 1,745,123 5,021,292 910,690 953,734 81,202 9,460,041

Executive Vice President, 2009 743,125 419,857 4,701,215 5,731,498 1,468,639 184,31313,248,647

HP Enterprise Business 2008 820,000 917,586 4,640,918 13,601,216 (216,460) 68,130 19,831,390

Vyomesh I. Joshi . . . . . . 2010 748,000 1,953,883 3,765,932 1,568,930 978,888 102,459 9,118,092

Executive Vice President, 2009 743,125 77,507 3,134,250 3,937,173 1,505,196 183,647 9,580,898

Imaging and Printing Group 2008 820,000 3,662,918 15,197,845 (311,000) 70,963 19,440,726

Mark V. Hurd

(9)

2010 1,121,944 9,883,455 969 12,857,376 23,863,744 . . . . . . .

Former Chairman of the 2009 1,268,750 1,180,340 11,909,924 14,629,074 1,895 475,192

29,465,175



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Board, Chief Executive 2008 1,450,000 5,341,882 16,543,791 18,590,000 3,087 596,410

42,525,170

Officer and President

(1) Amounts shown represent base salary paid during the fiscal year, as described under

Compensation

Discussion and AnalysisAnalysis of Elements of Executive CompensationBase Pay.

(2) Amounts shown for each year include the discretionary bonuses awarded to the NEOs by the

Committee

taking into account performance during the applicable fiscal year.

(3) The grant date fair value of all stock awards has been calculated in accordance with applicable

financial

accounting standards. In the case of time-based RSUs, the value is determined by multiplying thenumber of

RSUs granted by the closing price of HP common stock on the grant date. In the case of PRUs, the

accounting standards provide for the value to be determined using only those tranches where the

cash flow

targets have been set as of the reporting date. As a result, the grant date fair value of the PRUs is

calculated

using only the first two tranches of each grant; the third tranche is not included because its value is

not yet

probable of determination under applicable standards. If the PRUs were to be valued using the

methodology

applicable to the time-based RSUs (number of units multiplied by the closing price of HP common

stock on

the grant date), the fiscal 2010 PRU award grant date fair values would be reported as follows: Ms.

Lesjak:

$4,507,837; Mr. Bradley: $6,439,781; Ms. Livermore: $6,439,781; Mr. Joshi: $4,829,836; and Mr.

Hurd:

$12,695,783.

(4) No NEO was awarded a stock option in fiscal 2010, 2009 or 2008.

(5) Amounts shown consist of payouts under the PfR Plan (amounts earned during the applicable

fiscal year but



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401(k) NQDC Security Personal Tax

Company Company Relocation Services/ Aircraft Severance Gross- Total

Match

(1)

Match

(2)

Expenses

(3)

Systems

(4)

Usage

(5)

Payments Miscellaneous

(6)

Up

(7)

AOC

Name ($) ($) ($) ($) ($) ($) ($) ($) ($)

Catherine A. Lesjak . . . . . . 8,427 11,025 6,997 20,249 28,310 9,026 84,034

R. Todd Bradley . . . . . . . . . 9,770 11,025 35,290 19,230 6,408 64,891 41,052 187,666

Ann M. Livermore . . . . . . . 9,800 11,025 4,508 13,255 31,124 11,490 81,202

Vyomesh I. Joshi . . . . . . . . 9,617 11,025 6,774 4,586 45,970 24,487 102,459

Mark V. Hurd . . . . . . . . . . 9,562 11,025 362,899 158,816 12,224,693 53,762 36,619 12,857,376

(1) Represents matching contributions made under the HP 401(k) Plan.

(2) Represents matching contributions credited in February 2010 under the HP Executive Deferred

Compensation Plan with respect to the 2009 calendar year of the plan.

(3) Represents the mortgage subsidy that Mr. Bradley was eligible to receive under HPs relocation



Page | 242

policy.

(4) Represents home security services provided to the NEOs. Although security systems were

installed

at the request of the company, consistent with SEC guidance, the expense is reported here as a

perquisite due to the fact that there is an incidental personal benefit.

(5) Represents the value of personal usage of HP corporate aircraft. Under HPs policy for the

personal use of corporate aircraft, the CEO and the other NEOs may use HP aircraft for personal

purposes subject to availability, and at times the CEO is advised to use HP aircraft for personal

travel for security reasons. For purposes of reporting the value of such personal usage in this table,

HP uses data provided by an outside firm to calculate the hourly cost of operating each type of

aircraft. These costs include the cost of fuel, maintenance, landing and parking fees, crew, catering

and supplies. For trips by NEOs that involve mixed personal and business usage, HP includes the

incremental cost of such personal usage (i.e., the excess of the cost of the actual trip over the cost

of a hypothetical trip without the personal usage).

For income tax purposes, the amounts included in NEO income are calculated based on the

standard industry fare level (SIFL) valuation method. A tax gross-up was provided for certain

travel in the past, but all aircraft-related gross-ups were discontinued effective March 1, 2009.

(6) Includes $18,000 for financial counseling for each NEO, except that the fiscal 2010 amount for

Mr. Hurd was $13,500. The remaining amounts represent primarily the aggregate incremental cost

of lodging, travel, meals and other event-related expenses provided for family members

accompanying the NEO to HP-sponsored events at HPs request. For group events where

individual expense information is not available, the amounts reported represent an estimate of the

aggregate incremental cost attributable to family members in attendance at such events.

(7) Represents primarily amounts to reimburse the NEOs for taxes on meals and other event-related

expenses for individuals accompanying the NEOs to HP-sponsored events. This HP reimbursement

policy applies to all HP employees where family members or partners are requested to attend

HP-sponsored events or the expenses are otherwise properly incurred with respect to those



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individuals (e.g., in connection with an employee relocation). In the case of Mr. Hurd, amounts

also include a gross-up on COBRA premiums for continuing medical coverage paid on his behalf

as required by his Separation Agreement.

63Narrative to the Summary Compensation Table

The amounts reported in the Summary Compensation Table, including base pay, annual and

long-term incentive amounts, benefits and perquisites, are described more fully under

Compensation

Discussion and Analysis.

The amounts reported in the column entitled Non-Equity Incentive Plan Compensation include

amounts earned and paid in fiscal 2011 by all the NEOs under the PfR Plan for fiscal 2010. The

narrative description of the remaining information in the Summary Compensation Table is providedin

the narrative to the other compensation tables.

Grants of Plan-Based Awards in Fiscal 2010

The following table provides information on awards granted under the PfR Plan for fiscal 2010

and awards of PRUs and awards of restricted stock units (RSUs) granted as part of fiscal 2010

long-term incentive compensation:

All Other

Stock

Awards:

Estimated Future Payouts Estimated Future Payouts

Number Grant-Date

Under Non-Equity Under Equity

of Shares Fair Value

Incentive Plan Awards

(1)

Incentive Plan Awards

(2)



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of Stock of Stock

Grant Threshold Target Maximum Threshold Target Maximum or Units

(3)

Awards

(4)

Name Date ($) ($) ($) (#) (#) (#) (#) ($)

Catherine A. Lesjak

PfR . . . . . . . . . . . . . 11/1/2009 6,906 690,625 1,726,563

PRU . . . . . . . . . . . . . 12/10/2009 17,981 89,905 179,810 2,387,937

RSU . . . . . . . . . . . . . 12/10/2009 22,476 1,126,947

R. Todd Bradley

PfR . . . . . . . . . . . . . 11/1/2009 8,713 871,250 2,178,125

PRU . . . . . . . . . . . . . 12/10/2009 25,688 128,436 256,872 3,411,347

RSU . . . . . . . . . . . . . 12/10/2009 32,109 1,609,945

Ann M. Livermore

PfR . . . . . . . . . . . . . 11/1/2009 8,713 871,250 2,178,125

PRU . . . . . . . . . . . . . 12/10/2009 25,688 128,436 256,872 3,411,347

RSU . . . . . . . . . . . . . 12/10/2009 32,109 1,609,945

Vyomesh I. Joshi

PfR . . . . . . . . . . . . . 11/1/2009 8,713 871,250 2,178,125

PRU . . . . . . . . . . . . . 12/10/2009 19,266 96,327 192,654 2,558,511

RSU . . . . . . . . . . . . . 12/10/2009 24,081 1,207,421

Mark V. Hurd

(5)

PfR . . . . . . . . . . . . . 11/1/2009 23,200 2,320,000 5,800,000

PRU . . . . . . . . . . . . . 12/11/2009 50,733 253,662 507,324 6,709,534

RSU . . . . . . . . . . . . . 12/11/2009 63,415 3,173,921



Page | 245

(1) Amounts represent the range of possible cash payouts for fiscal 2010 awards under the PfR Plan.

(2) Amounts represent the range of shares that may be released at the end of the three-year

performance period applicable to the PRU award assuming achievement of threshold performance.

If HPs cash flow performance is below threshold for each year during the performance period or

if HPs TSR for the period is in the bottom quartile of the S&P 500, no shares will be released at

the end of the period. See the discussion of PRU awards under Compensation Discussion and

AnalysisAnalysis of Elements of Executive CompensationLong-Term Incentive Pay

Performance-Based Restricted Units.

(3) Restrictions on the RSU awards lapse as to one-half of the units on the first and second

anniversaries of the date of grant.

(4) See footnote (3) to the Summary Compensation Table for a description of the method used to

determine the grant date fair value of stock awards.

(5) No annual incentive award was paid to Mr. Hurd for fiscal 2010 performance, and all stock

awards

granted to him in fiscal 2010 were cancelled in connection with his separation from HP on

August 6, 2010.

64Outstanding Equity Awards at 2010 Fiscal Year-End

The following table provides information on stock and option awards held by the NEOs as of

October 31, 2010:

Option Awards Stock Awards

Equity

Incentive

Equity Plan Awards:

Incentive Market or

Plan Awards: Payout Value

Market Number of of Unearned

Number of Value of Unearned Shares,



Page | 246

Number of Number of Shares or Shares or Shares, Units Units

Securities Securities Units of Units of or Other or Other

Underlying Underlying Option Stock That Stock That Rights That Rights That

Unexercised Unexercised Exercise Option Have Not Have Not Have Not Have Not

Options (#) Options (#) Price

(2)

Expiration Vested

(4)

Vested

(5)

Vested

(6)

Vested

(5)

Name Exercisable Unexercisable

(1)

($) Date

(3)

($) (#) ($) (#)

Catherine A. Lesjak . . . 6,250 21.77 4/14/2013 35,924 1,510,963 188,907 7,945,428

35,000 31.50 1/23/2014

75,000 25,000 42.27 1/18/2015

R. Todd Bradley . . . . . 15,000 23.77 6/14/2013 46,868 1,971,268 235,748 9,915,561

75,000 31.50 1/23/2014

150,000 50,000 42.27 1/18/2015

Ann M. Livermore . . . . 400,000 21.75 1/31/2012** 46,868 1,971,268 235,748 9,915,561

500,000 22.02 3/18/2012



Page | 247

400,000 21.77 4/14/2013

340,000 31.50 1/23/2014

150,000 50,000 42.27 1/18/2015

Vyomesh I. Joshi . . . . . 100,000 33.63 1/18/2011** 33,939 1,427,474 167,524 7,046,059

125,000 15.75 4/16/2011

300,000 22.02 3/18/2012

500,000 21.77 4/14/2013

340,000 31.50 1/23/2014

150,000 50,000 42.27 1/18/2015

Mark V. Hurd

(7)

. . . . . .

(1) Options vest at the rate of 25% per year with full vesting on the fourth anniversary of the date of

grant.

(2) Option exercise prices are the fair market value of HP common stock on the date of grant.

(3) Options granted by HP since 2003 generally have an eight-year term. The options marked with

** have a ten-year term.

(4) The amounts in this column include shares underlying dividend equivalent units granted with

respect to outstanding RSU awards through October 31, 2010. The release dates and release

amounts for all unvested stock awards are as follows:

Ms. Lesjak: December 10, 2010 (11,238 shares plus accrued dividend equivalent shares);

January 15, 2011 (13,125 shares plus accrued dividend equivalent shares); December 10, 2011

(11,238 shares plus accrued dividend equivalent shares).

Mr. Bradley: December 10, 2010 (16,054 shares plus accrued dividend equivalent shares);



65 Ms. Livermore: December 10, 2010 (16,054 shares plus accrued dividend equivalent shares);



Page | 248



Mr. Joshi: December 10, 2010 (12,040 shares plus accrued dividend equivalent shares);



(5) Value calculated based on the $42.06 closing price of HP common stock on October 29, 2010,

which was the last trading day of fiscal 2010.

(6) Represents the number of PRUs granted in fiscal 2009 and fiscal 2010, adjusted for actual

achievement during those periods on the annual metric of cash flow from operations as a

percentage of revenue with respect to the portion of each award attributable to fiscal 2010

performance. Performance on the annual cash flow metric was 100.94% of target for fiscal 2009

and was 90.26% of target for fiscal 2010. The 100.94% multiplier applies to the first one-third of

the PRUs granted for fiscal 2009; the 90.26% multiplier applies to the second one-third of the

PRUs granted for fiscal 2009 and the first one-third of the PRUs granted for fiscal 2010; the

remaining units are reported at target and will be adjusted based on actual cash flow performance

during the remaining portion of the applicable performance periods. Total PRUs credited at the

conclusion of each three-year period will be adjusted by HPs performance on TSR as compared to

the S&P 500, which will determine the number of shares, if any, released at the end of the period.

(7) All outstanding equity awards held by Mr. Hurd were cancelled either under the terms of his

Separation Agreement or in connection with the settlement of litigation subsequently commenced

against him by HP.

66Option Exercises and Stock Vested in Fiscal 2010

The following table provides information about options exercised and stock vested for the NEOs

during the fiscal year ended October 31, 2010:

Option Awards Stock Awards

Number of Number of

Shares Acquired Value Realized Shares Acquired Value Realized



Page | 249

on Exercise on Exercise

(1)

on Vesting on Vesting

(2)

Name (#) ($) (#) ($)

Catherine A. Lesjak . . . . . . . . . . . . . . . . . 59,108 1,061,126 120,644 5,541,997

R. Todd Bradley . . . . . . . . . . . . . . . . . . . . 160,000 3,986,550 162,920 7,370,845

Ann M. Livermore . . . . . . . . . . . . . . . . . . 764,536 6,846,519 131 ,493 6,032,232

Vyomesh I. Joshi . . . . . . . . . . . . . . . . . . . 170,000 2,709,785 126,671 5,779,221

Mark V. Hurd . . . . . . . . . . . . . . . . . . . . . 850,000 12,469,600 127,987 6,696,478

(1) Represents the amounts realized based on the difference between the market price of HP stock

on

the date of exercise and the exercise price.

(2) Represents the amounts realized based on the fair market value of HP stock on the vesting date

for restricted stock or restricted stock units and the release date for PRUs. Fair market value is

determined based on the closing market price of HP stock on the applicable date. In the case of

the PRUs granted for the three-year period that ended on October 31, 2010, the value was not

determinable and no shares could be released until the fiscal 2010 cash flow performance and the

three-year TSR were certified by the Committee, which occurred after the fiscal year end.

Fiscal 2010 Pension Benefits Table

The following table provides information about the present value of accumulated pension benefits

payable to each NEO (no payments were made to any NEO during fiscal 2010):

Number of Present Value of

Years of Accumulated

Credited Benefit

Service 10/31/10

(2)



Page | 250

Name Plan Name

(1)

($) (#)

Catherine A. Lesjak . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RP 21.3 225,694

EBP 21.3 1,671,017

R. Todd Bradley . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . CAPP 0.6 11,820

CARP 0.6 8,123

Ann M. Livermore . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RP 25.4 231,237

EBP 25.4 4,673,497

Vyomesh I. Joshi . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RP 27.2 294,968

EBP 27.2 5,640,218

Mark V. Hurd . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . C APP 0.8 11,867

CARP 0.8 40,079

(1) The CAPP and the CARP are the qualified HP Cash Account Pension Plan and the

nonqualified HP Cash Account Restoration Plan, respectively. The RP and the EBP are the

qualified HP Retirement Plan and the nonqualified HP Excess Benefit Plan, respectively. All

benefits are frozen under these plans. The CAPP and the RP have been merged into the HP

Pension Plan, although benefits continue to be determined under the separate formulas.

67(2) The present value of accumulated benefits is shown at the age 65 unreduced retirement age

for

the RP and the EBP using the assumptions under Accounting Standards Codification (ASC) Topic

715-30 Defined Benefit PlansPension for 2010 fiscal year end measurement (as of October 31,

2010). The present value is based on a discount rate of 5.60% for the RP and 4.45% for the EBP,

lump sum interest rates of 1.74% for the first 5 years, 4.75% for the next 15 years and 6.03%

thereafter, and applicable mortality. As of October 31, 2009 (the prior measurement date), the

ASC Topic 715-30 or, as known prior to the codification of the accounting standards, Statement of

Financial Accounting Standard 87 assumptions included a discount rate of 5.91% for the RP and



Page | 251

5.33% for the EBP, lump sum interest rates of 2.73% for the first 5 years, 5.63% for the next

15 years and 6.07% thereafter, and applicable mortality. Since there are no early retirement

reductions in the CAPP or the CARP and the account balances are vested, the CAPP and the

CARP account balances are used as the present value of the accumulated benefit.

Narrative to the Fiscal 2010 Pension Benefits Table

No NEO currently accrues a benefit under any qualified or non-qualified defined benefit pension

plan, as HP ceased benefit accruals in all of its U.S. qualified defined benefit pension plans (and their

non-qualified plan counterparts) in prior years. Benefits previously accrued by the NEOs under HP

pension plans are payable to them following termination of employment, subject to the terms of the

applicable plan.

Terms of the HP Retirement Plan

Ms. Lesjak, Ms. Livermore and Mr. Joshi earned benefits under the RP and the EBP based on pay

and service prior to 2008. The RP is a traditional defined benefit plan that provided a benefit based

on

years of service and the participants highest average pay rate, reduced by a portion of Social

Security earnings. Highest average pay rate was determined based on the 20 consecutive fiscal

quarters when pay was the highest. Pay for this purpose included base pay and bonus, subject to

applicable IRS limits. Benefits under the RP may be taken in one of several different annuity forms or

in an actuarially equivalent lump sum. Benefits calculated under the RP are offset by the value of

benefits earned under the HP Deferred Profit Sharing Plan (the DPSP) before 1993. Together, the

RP and the DPSP constitute a floor-offset arrangement for periods before 1993.

Benefits not payable from the RP and the DPSP due to IRS limits are paid from the nonqualified

EBP under which benefits are unfunded and unsecured. When an EBP participant terminates

employment, the benefit liability is transferred to the EDCP, where an account is established for the

participant. That account is then credited with hypothetical investment earnings (gains or losses)

based

upon the investment election made by participants from among investment options similar to those

offered under the HP 401(k) Plan. There is no formula that would result in above-market earnings or



Page | 253

EDCP (there were no withdrawals or distributions to NEOs during fiscal 2010):

Executive Registrant Aggregate

Contributions Contributions Earnings Aggregate

in Last FY

(1)

in Last FY

(2)

in Last FY Balance at FYE

Name ($) ($) ($) ($)

Catherine A. Lesjak . . . . . . . . . . . . . . . . . . . . . . 1,431,597 11,025 633,148 4,041,816

R. Todd Bradley . . . . . . . . . . . . . . . . . . . . . . . . 28,000 11,025 150,810 2,504,134

Ann M. Livermore . . . . . . . . . . . . . . . . . . . . . . . 2,600 11,025 890,790 6,578,087

Vyomesh Joshi . . . . . . . . . . . . . . . . . . . . . . . . . 120,000 11,025 267,180 1,977,274

Mark V. Hurd . . . . . . . . . . . . . . . . . . . . . . . . . . 39,577 11,025 5,539 263,599

(1) The amounts reported here as Executive Contributions and Registrant Contributions are

reported as compensation to such NEO in the Summary Compensation Table above.

(2) The contributions reported here as Registrant Contributions were made in February 2010 with

respect to calendar year 2009 participant base-pay deferrals. During fiscal 2010, the NEOs were

eligible to receive a discretionary 4% matching contribution on base pay deferrals that exceeded

the IRS limit that applies to the qualified HP 401(k) Plan up to a maximum of two times that

limit.

Narrative to the Fiscal 2010 Nonqualified Deferred Compensation Table

HP sponsors the EDCP, a nonqualified deferred compensation plan that permits eligible U.S.

employees to defer base pay in excess of the amount taken into account under the qualified HP

401(k)

Plan and bonus amounts of up to 95% of the annual incentive bonus payable under the PfR Plan. In

addition, a matching contribution is available under the plan to eligible employees. The matching



Page | 254

contribution applies to base pay deferrals on compensation above the IRS limit that applies to the

qualified HP 401(k) Plan up to a maximum of two times that compensation limit (for fiscal 2010, on

base pay from $245,000 to $490,000).

At the time participation is elected, employees must specify the amount of base pay and/or the

percentage of bonus to be deferred, as well as the time and form of payment. If termination of

employment occurs before retirement (defined as at least age 55 with 15 years of service),

distribution

is made in the form of a lump sum in January of the year following the year of termination, subject

to

any timing restriction otherwise applicable under Section 409A of the Code. At retirement, benefits

are

paid according to the distribution election made by the participant at the time of the deferral

election

and are subject to any timing restrictions applicable under Section 409A of the Code. No withdrawals

are permitted during employment or prior to the previously elected distribution date, other than

hardship withdrawals as permitted by applicable law.

69During fiscal 2010, the NEOs were eligible for a discretionary matching contribution of up to 4%,

based on HPs financial performance during each fiscal quarter. Effective with restoration of the

matching contribution made to the HP 401(k) Plan on a non-discretionary basis beginning February

1,

2011, matching contributions to the EDCP will also revert to being non-discretionary.

Amounts deferred or credited under the EDCP are credited with hypothetical investment earnings

based on participant investment elections made from among the investment options available under

the

HP 401(k) Plan. Accounts maintained for participants under the EDCP are not held in trust, and all

such amounts are available to general creditors of HP. No amounts are credited with above-market

earnings.

Potential Payments Upon Termination or Change in Control

The amounts in the following table assume that the NEOs terminated HP employment effective



Page | 255

October 31, 2010. The closing price of HP common stock was $42.06 on the last trading day before

that

date. These amounts are in addition to benefits generally available to U.S. employees upon

termination

of employment, such as distributions from the retirement plans and the HP 401(k) Plan and payment

of accrued vacation. Of the NEOs, only Mr. Joshi is currently eligible for retirement status, which is

generally defined in the United States as termination of employment on or after age 55 with at least

15 years of qualifying service.

Long Term Incentive Programs

(3)

Stock Restricted PRU

Termination Total

(1)

Severance

(2)

Options Stock Program

Name Scenario ($) ($) ($) ($) ($)

Catherine A. Lesjak . Voluntary/For Cause

Disability 5,449,336 1,497,378 3,951,958

Retirement

Death 5,025,792 1,073,834 3,951,958

Not for Cause 13,558,247 4,115,454 1,497,378 7,945,415

Change in Control 13,558,247 4,115,454 1,497,378 7,945,415

R. Todd Bradley . . . . Voluntary/For Cause

Disability 6,657,789 1,954,276 4,703,513

Retirement

Death 6,075,805 1,372,292 4,703,513

Not for Cause 16,422,670 4,552,836 1,954,276 9,915,558



Page | 256


Ann M. Livermore . . Voluntary/For Cause

Disability 6,657,789 1,954,276 4,703,513

Retirement

Death 6,075,805 1,372,292 4,703,513

Not for Cause 16,100,474 4,230,640 1,954,276 9,915,558


Vyomesh I. Joshi . . . . Voluntary/For Cause 4,686,553 1,415,361 3,271,192

Disability 4,686,553 1,415,361 3,271,192

Retirement 4,686,553 1,415,361 3,271,192

Death 4,256,363 985,171 3,271,192

Not for Cause 12,516,655 4,055,232 1,415,361 7,046,062


(1) Total does not include amounts earned or benefits accumulated due to continued service by the

NEO through October 31, 2010, including vested stock options, accrued retirement benefits, and

70vested balances in the EDCP, all as detailed in the preceding tables. Total also does not include

amounts an NEO was eligible to receive under the annual PfR Plan with respect to fiscal 2010

performance or the release of shares under the fiscal 2008 PRU grant for the performance period

ended October 31, 2010. These amounts could have been reduced or eliminated by the Committee

(prior to payment) for any reason.

(2) Reflects the cash benefit payable in the event of a qualifying termination under the HP Severance

Plan for Executive Officers.

(3) Under the HP equity plans, the Board and the Committee have the discretion to accelerate

vesting

of options and to release vesting restrictions on stock and cash awards in the event of a change in

control, as well as in connection with individual employment terminations. The information

reported in these two columns assumes that the Board or the Committee would exercise discretion



Page | 257

to release restrictions in both of these circumstances. From time to time, however, certain HP

executives have received less than full acceleration of vesting on stock options, and no (or less than

full) release of the vesting restrictions on stock and cash awards, so the amounts actually paid to

an NEO upon a not for cause termination may be lower in some circumstances. In the case of

Mr. Joshi, because he is retirement eligible, he will have up to three years following his

termination to exercise his vested stock options; any unreleased restricted stock or stock unit

awards will continue to vest, subject to certain post-employment obligations; and any outstanding

PRU awards will receive pro-rata vesting. Pro-rata vesting of PRUs applies in the event of a

termination due to retirement, death or disability for all grant recipients.

Narrative to the Potential Payments upon Termination or Change in Control Table

Termination payments for the NEOs are generally governed by the terms of the HP Severance

Plan for Executive Officers and discretionary terms within the PfR Plan and the HP stock plans. Of the

NEOs, only Mr. Joshi qualified for termination based on retirement status as of the end of the

fiscal

year, which generally requires attainment of age 55 with at least 15 years of qualifying service.

HP Severance Plan for Executive Officers

The HP Severance Plan for Executive Officers (SPEO), originally adopted by the Board in 2003,

provides a severance benefit under certain circumstances to executives who were Section 16 officers

of

HP within 90 days of their termination employment. This plan provides for a lump-sum cash

severance

benefit upon a qualifying termination, calculated as a multiple of the sum of annual base salary and

target cash bonus, as in effect immediately prior to the employment termination; the multiple is 2.0

for

the position of CEO, 1.5 for executive vice presidents, and 1.0 for senior vice presidents and vice

presidents. Payments under the SPEO are reduced by any cash severance benefit payable to the

participant under any other HP plan, program or agreement. In addition, the cash benefit is subject

to

the 2.99 limit of the HP Severance Policy for Senior Executives, described below.



Page | 258

A participant will be deemed to have incurred a qualifying termination for purposes of this plan if

he or she is involuntarily terminated without cause and executes a full release of claims in a form

satisfactory to HP, promptly following termination. For purposes of the SPEO, cause means a

participants material neglect (other than as a result of illness or disability) of his or her duties or

responsibilities to HP or conduct (including action or failure to act) that is not in the best interest of,

or is injurious to, HP.

Voluntary or For Cause Termination

In general, an NEO who remained employed through October 31, 2010 (the last day of the fiscal

year) but voluntarily terminated employment immediately thereafter, or was terminated

immediately

thereafter as a for cause termination, would be eligible (1) to receive his or her annual incentive

71amount earned for fiscal 2010 under the PfR Plan (subject to any downward adjustment or

elimination

by the Committee prior to actual payment), (2) to exercise his or her vested stock options on or

before

the last day of employment, (3) to receive a distribution of vested amounts deferred or credited

under

the EDCP, and (4) to receive a distribution of his or her vested benefits under the HP 401(k) and

pension plans. An NEO who terminated employment before the last day of the fiscal year, either

voluntarily or as a for cause termination, would generally not be eligible to receive any amount

under

the PfR Plan with respect to the fiscal year in which the termination occurred, except that the

Committee has the discretion to make payment of prorated bonus amounts to individuals on leave

of

absence or in non-pay status, as well as in connection with certain voluntary severance incentives,

workforce reductions and similar programs.

Not for Cause Termination

A not for cause termination would qualify the NEO for the amounts described above under a

voluntary termination and benefits under the SPEO, if the NEO signs the required release of claims



Page | 259

in favor of HP.

In addition to the cash severance benefit payable under the SPEO, the NEO would be eligible to

exercise vested stock options and receive distributions of vested, accrued benefits from HP deferred

compensation and pension plans. The Committee may also exercise its discretion to release

restrictions

on equity-based awards in individual cases.

Termination Following a Change in Control

During fiscal 2010, no NEO was covered by an agreement that provided for special payments in

the event of a change in control. In the event of a change in control of HP, however, the Board is

authorized (but not required) to accelerate the vesting of stock options and to release restrictions on

awards issued under HP stock plans. For the purposes of this table, the amounts reported for each

NEO in the rows marked Change in Control assume that the Board would exercise its discretion in

this manner, resulting in fully accelerated vesting of stock options, and release of all restrictions on

restricted stock and outstanding PRU awards. In addition, an executive terminated following a

change

in control would be eligible for benefits under the SPEO, as described above.

As described under Executive CompensationCompensation Discussion and AnalysisAnalysis

of Elements of Executive CompensationLetter Agreement with Catherine A. Lesjak, on

December 15, 2010, HP entered into a letter agreement with Ms. Lesjak relating to her employment

with HP. That letter agreement includes, among other things, certain protections for Ms. Lesjak in

the

event of a change in control of HP. The Committee believed that including those provisions was

appropriate given the context of that agreement.

HP Severance Policy for Senior Executives

Under the HP Severance Policy for Senior Executives adopted by the Board in July 2003 (the HP

Severance Policy), HP will seek stockholder approval for future severance agreements, if any, with

certain senior executives that provide specified benefits in an amount exceeding 2.99 times the sum

of



Page | 260

the executives current annual base salary plus annual target cash bonus, in each case as in effect

immediately prior to the time of such executives termination. Individuals subject to this policy

consist

of the Section 16 officers designated by the Board. In implementing this policy, the Board may elect

to

seek stockholder approval after the material terms of the relevant severance agreement are agreed

upon.

For purposes of determining the amounts subject to the HP Severance Policy, benefits subject to

the limit generally include cash separation payments that directly relate to extraordinary benefits

that

are not available to groups of employees other than the Section 16 officers upon termination of

72employment. Benefits that have been earned or accrued, as well as prorated bonuses, accelerated

stock

or option vesting and other benefits that are consistent with HP practices applicable to employees

other

than the Section 16 officers, are not counted against the limit. Specifically, benefits subject to the HP

Severance Policy include: (a) separation payments based on a multiplier of salary plus target bonus,

or

cash amounts payable for the uncompleted portion of employment agreements; (b) any gross-up

payments made in connection with severance, retirement or similar payments, including any gross-

up

payments with respect to excess parachute payments under Section 280G of the Code; (c) the value

of

any service period credited to a Section 16 officer in excess of the period of service actually provided

by such Section 16 officer for purposes of any employee benefit plan; (d) the value of benefits and

perquisites that are inconsistent with HP practices applicable to one or more groups of employees in

addition to, or other than, the Section 16 officers (Company Practices); and (e) the value of any

accelerated vesting of any stock options, stock appreciation rights, restricted stock or long-term cash

incentives that is inconsistent with Company Practices. The following benefits are not subject to the

HP



Page | 261

Severance Policy, either because they have been previously earned or accrued by the employee or

because they are consistent with Company Practices: (i) compensation and benefits earned, accrued,

deferred or otherwise provided for employment services rendered on or prior to the date of

termination of employment pursuant to bonus, retirement, deferred compensation or other benefit

plans, e.g., 401(k) plan distributions, payments pursuant to retirement plans, distributions under

deferred compensation plans or payments for accrued benefits such as unused vacation days, and

any

amounts earned with respect to such compensation and benefits in accordance with the terms of

the

applicable plan; (ii) payments of prorated portions of bonuses or prorated long-term incentive

payments that are consistent with Company Practices; (iii) acceleration of the vesting of stock

options,

stock appreciation rights, restricted stock, restricted stock units or long-term cash incentives that is

consistent with Company Practices; (iv) payments or benefits required to be provided by law; and

(v) benefits and perquisites provided in accordance with the terms of any benefit plan, program or

arrangement sponsored by HP or its affiliates that are consistent with Company Practices.

For purposes of the HP Severance Policy, future severance agreements include any severance

agreements or employment agreements containing severance provisions that HP may enter intoafter

the adoption of the HP Severance Policy by the Board, as well as agreements renewing, modifying or

extending such agreements. Future severance agreements do not include retirement plans, deferred

compensation plans, early retirement plans, workforce restructuring plans, retention plans in

connection

with extraordinary transactions or similar plans or agreements entered into in connection with any

of

the foregoing, provided that such plans or agreements are applicable to one or more groups of

employees in addition to the Section 16 officers.

HP Retirement Arrangements

Upon retirement on or after age 55 with at least 15 years of service, HP employees in the United



Page | 262

States receive full vesting of options granted under HP common stock plans with a three-year

post-termination exercise period. Restricted stock and restricted stock units continue to vest in

accordance with their normal vesting schedule, subject to certain post-employment restrictions.

Awards

under the PRU Program, if any, are paid on a prorated basis to participants at the end of the

performance period based on actual results, and bonuses, if any, under the PfR Plan may be paid in

prorated amounts in the discretion of management based on actual results. In accordance with

Section 409A of the Code, certain amounts payable upon retirement of (or other termination by) the

NEOs and other key employees will not be paid out for at least six months following termination of

employment. Of the NEOs, only Mr. Joshi was eligible to retire as of October 31, 2010.

HP sponsors two retiree medical programs in the United States, one of which provides subsidized

coverage for eligible participants based on years of service. Eligibility for this program requires that

participants have been employed by HP before January 1, 2003, and to have met other age and

service

73requirements. Of the NEOs, only Mr. Joshi will be eligible for this program following his

termination

of employment.

The other U.S. retiree medical program sponsored by HP provides eligible retirees with access to

coverage at group rates only, with no direct subsidy provided by HP. In addition, beginning at age 45,

eligible U.S. employees may participate in the HP Retirement Medical Savings Account Plan (the

RMSA), under which participants are eligible to receive HP matching credits of $1,200 per year,

beginning at age 45, up to a lifetime maximum of $12,000, which can be used to cover the cost of

such

retiree medical coverage (or other qualifying medical expenses) if the employee retires from HP on

or

after age 55 with at least 10 years of service. All of the NEOs other than Mr. Joshi could be eligible

for the HP Retiree Medical Plan and the employer credits accumulated under the RMSA if they retire

from HP on or after age 55 with at least 10 years of qualifying service.

Separation Agreement with Mark V. Hurd



Page | 263

As discussed under Executive CompensationCompensation Discussion and AnalysisAnalysis

of Elements of Executive CompensationSeparation Agreement with Mark V. Hurd, Mr. Hurd

resigned as Chairman, President and Chief Executive Officer of HP and as a member of the Board

effective August 6, 2010. In connection with Mr. Hurds resignation, HP and Mr. Hurd entered into a

Separation Agreement and Release that provided Mr. Hurd would receive a cash severance benefit

of

$12,224,693 in full satisfaction of HPs obligations under the SPEO, which amount did not exceed the

limit of 2.99 times the sum of Mr. Hurds current annual base salary plus annual target cash bonus

established under the HP Severance Policy. The agreement also provided for continued vesting of,

and

an extension of time to exercise, certain of Mr. Hurds outstanding equity awards, as well as

payment of

COBRA premiums for continuing medical coverage. In connection with the settlement of litigation

subsequently commenced by HP against Mr. Hurd, all of his outstanding equity awards were

cancelled.

74EQUITY COMPENSATION PLAN INFORMATION

The following table summarizes our equity compensation plan information as of October 31, 2010.

Common shares to Common shares

be issued upon Weighted-average available for future

exercise of exercise price issuance under equity

outstanding of outstanding compensation plans

options, warrants options, warrants (excluding securities

Plan Category and rights

(1)

and rights

(2)

reflected in column (a))

(a) (b) (c)



Page | 264

Equity compensation plans approved by HP

stockholders . . . . . . . . . . . . . . . . . . . . . . . . 130,095,753

(3)

$28.8389 124,553,185

(4)

Equity compensation plans not approved by

HP stockholders . . . . . . . . . . . . . . . . . . . . . 0 $ 0 0

Totals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 130,095,753 $28.8389 124,553,185

(1) This column does not reflect awards of options and restricted stock units assumed in acquisitions

where the plans governing the awards were not available for future awards as of October 31, 2010.

As of October 31, 2010, individual awards of options and restricted stock units to purchase a total

of 42,408,497 shares were outstanding pursuant to awards assumed in connection with acquisitions

and granted under such plans at a weighted average exercise price of $24.9673. Includes stock

appreciation rights with respect to 84,419 shares of HP common stock assumed in connection with

HPs acquisition of Compaq Computer Corporation. Also includes awards of PRUs representing

1,568,530 shares that may be issued under the Amended and Restated 2003 Incentive Plan of

Electronic Data Systems Corporation. The terms of the PRU awards are summarized in footnote

(3) to this table.

(2) This column does not reflect the exercise price of shares underlying the assumed options referred

to in footnote (1) to this table or the purchase price of shares to be purchased pursuant to the

Share Ownership Plan, which is governed by the HP 2000 Employee Stock Purchase Plan (the

ESPP), or the legacy HP Employee Stock Purchase Plan (the Legacy ESPP). In addition, the

weighted average exercise price does not take into account the shares issuable upon vesting of

outstanding awards of restricted stock units and PRUs, which have no exercise price.

(3) Includes awards of options and restricted stock units outstanding under the HP Amended and

Restated 2004 Stock Incentive Plan (the 2004 Plan), the HP 2000 Stock Plan (the 2000 Plan),

the HP 1995 Incentive Stock Plan and the HP 1997 Director Stock Plan. Also includes awards of



Page | 265

PRUs representing 23,946,866 shares that may be issued under the 2004 Plan. Each PRU award

reflects a target number of shares that may be issued to the award recipient. HP determines the

actual number of shares the recipient receives at the end of a three-year performance period based

on results achieved versus company performance goals and stockholder return relative to the

market. The actual number of shares that a grant recipient receives at the end of the period may

range from 0% to 200% of the target number of shares.

(4) Includes (i) 90,034,630 shares available for future issuance under the 2004 Plan, (ii) 30,426,564

shares available for future issuance under the ESPP, (iii) 2,725,611 shares available for future

issuance under the Legacy ESPP, and (iv) 1,366,380 shares available for future issuance under the

HP Service Anniversary Award Plan. In November 2010, the ESPP expired, and HP ceased issuing

shares under that plan.

75PRINCIPAL ACCOUNTANT FEES AND SERVICES

The Audit Committee has appointed Ernst & Young LLP (EY) as HPs independent registered

public accounting firm for the fiscal year ending October 31, 2011. Stockholders are being asked to

ratify the appointment of EY at the annual meeting pursuant to Proposal No. 2. Representatives of

EY

are expected to be present at the annual meeting, will have the opportunity to make a statement if

they

desire to do so and are expected to be available to respond to appropriate questions.

Fees Incurred by HP for Ernst & Young LLP

The following table shows the fees paid or accrued by HP for audit and other services provided by

EY for fiscal 2010 and 2009.

2010 2009

In millions

Audit Fees

(1)

30.8 $30.5$ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Audit-Related Fees



Page | 266

(2)

14.9 13.8 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Tax Fees

(3)

6.1 9.3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

All Other Fees

(4)

0.0 0.2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $51.8 $53.8

The Audit Committee has approved all of the fees above.

The Audit Committee has delegated to the chair of the Audit Committee the authority to

pre-approve audit-related and non-audit services not prohibited by law to be performed by HPs

independent registered public accounting firm and associated fees up to a maximum for any one

non-audit service of $250,000, provided that the chair shall report any decisions to pre-approve such

audit-related or non-audit services and fees to the full Audit Committee at its next regular meeting.

(1) Audit fees represent fees for professional services provided in connection with the audit of HPs

financial statements and review of our quarterly financial statements and audit services provided in

connection with other statutory or regulatory filings.

(2) Audit-related fees consisted primarily of SAS 70 reviews, accounting consultations, employee

benefit plan audits, services related to business acquisitions and divestitures and other attestation

services.

(3) For fiscal 2010, tax fees included primarily tax advice and tax planning fees of $3.6 million and tax

compliance fees of $2.3 million. For fiscal 2009, tax fees included primarily tax advice and tax

planning fees of $5.6 million and fees for expatriate tax services of $3.0 million.

(4) All other fees included primarily fees for advice relating to employee benefits matters.

76REPORT OF THE AUDIT COMMITTEE OF

THE BOARD OF DIRECTORS



Page | 267

The Audit Committee represents and assists the Board in fulfilling its responsibilities for general

oversight of the integrity of HPs financial statements, HPs compliance with legal and regulatory

requirements, the independent registered public accounting firms qualifications and independence,

the

performance of HPs internal audit function and independent registered public accounting firm, and

risk assessment and risk management. The Audit Committee manages HPs relationship with its

independent registered public accounting firm (which reports directly to the Audit Committee). The

Audit Committee has the authority to obtain advice and assistance from outside legal, accounting or

other advisors as the Audit Committee deems necessary to carry out its duties and receives

appropriate

funding, as determined by the Audit Committee, from HP for such advice and assistance.

HPs management is primarily responsible for HPs internal control and financial reporting process.

HPs independent registered public accounting firm, Ernst & Young LLP, is responsible for performing

an independent audit of HPs consolidated financial statements and issuing opinions on the

conformity

of those audited financial statements with United States generally accepted accounting principles

and

the effectiveness of HPs internal control over financial reporting. The Audit Committee monitors

HPs

financial reporting process and reports to the Board on its findings.

In this context, the Audit Committee hereby reports as follows:

1. The Audit Committee has reviewed and discussed the audited financial statements with HPs

management.

2. The Audit Committee has discussed with the independent registered public accounting firm

the matters required to be discussed under the rules adopted by the Public Company

Accounting Oversight Board (PCAOB).

3. The Audit Committee has received from the independent registered public accounting firm

the written disclosures and the letter required by the applicable requirements of the PCAOB

regarding the independent registered public accounting firms independence and has discussed



Page | 268

with the independent registered public accounting firm its independence.

4. Based on the review and discussions referred to in paragraphs (1) through (3) above, the

Audit Committee recommended to the Board, and the Board has approved, that the audited

financial statements be included in HPs Annual Report on Form 10-K for the fiscal year

ended October 31, 2010, for filing with the Securities and Exchange Commission.

The undersigned members of the Audit Committee have submitted this Report to the Board of

Directors.

AUDIT COMMITTEE

Robert L. Ryan, Chair

Sari M. Baldauf

John R. Joyce

Lucille S. Salhany

G. Kennedy Thompson

77IMPORTANT INFORMATION CONCERNING THE HP ANNUAL MEETING

Check-in begins: 12:30 p.m., local time Meeting begins: 2:00 p.m., local time

HP stockholders, including joint holders, as of the close of business on January 24, 2011, the record

date for

the annual meeting, are entitled to attend the annual meeting on March 23, 2011

All stockholders and their proxies should be prepared to present photo identification for admission

to the

meeting

If you are a record holder or a participant in the HP 401(k) Plan or the Share Ownership Plan, your

share

ownership will be verified against a list of record holders or plan participants as of the record date

prior to

your being admitted to the meeting

If you are a beneficial owner of your HP shares (i.e., you hold your shares through a broker, trustee

or



Page | 269

nominee), you will be asked to present proof of beneficial ownership of HP shares as of the record

date, such

as your most recent brokerage statement prior to January 24, 2011 or other evidence of ownership

Persons acting as proxies must bring a valid proxy from a record holder who owns shares as of the

close of

business on January 24, 2011

Failure to present identification or otherwise comply with the above procedures will result in

exclusion from the

meeting

Meeting attendees will not be permitted to bring cameras, mobile phones, recording equipment,

electronic

devices or large bags, briefcases or packages to the meeting

Please allow ample time for check-in

THANK YOU FOR YOUR INTEREST AND SUPPORTYOUR VOTE IS IMPORTANT!

Directions to the Sheraton National Hotel, 900 South Orme Street, Arlington, Virginia

From the North:

Follow 95 South to 495 West (Silver Spring)

Follow 495 West to the George Washington Parkway

Follow the George Washington Parkway for approximately 8 miles to the exit for 395 South and

Route 27

(Lyndon B. Johnson) exit

Stay to the right at the fork, heading towards 395 South

Stay to your right and take exit Route 244 West/Columbia Pike/Navy Annex

Continue straight through two traffic lights; Sheraton National Hotel is on your right side

From the South:

Follow 95 North to 395 North/Washington exit 8A-Washington Blvd

Once on Washington Blvd. immediately get into the extreme right lane and take exit Columbia

Pike/Navy

Annex; Sheraton National Hotel is directly in front of you



From the West:

Follow route 66 East toward Washington, DC

Exit at Route 110 Pentagon exit

gju-166,super final

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