Press Release:

Support for HP-Compaq Merger Twice as High Among Non-family Institutions that Have Announced Their Intent

Support for Merger Gains Momentum in Advance of March 19 Special Meeting

PALO ALTO, Calif., March 17, 2002

Hewlett-Packard Company (NYSE:HWP) today issued the following update with respect to its merger with Compaq Computer Corporation. More information on the merger is available at

The number of shares owned by institutions that have publicly indicated their support for the merger is about double that of those that have indicated they are opposed, excluding shares owned by the Hewlett and Packard families and the foundations associated with them. In the last several weeks, more than 20 institutional shareowners, many of them pension funds, have issued press releases or disclosed to members of the media how they are voting their shares.(1)

HP is pleased that the institutions that have announced they will vote for the merger in recent days recognize the importance of the merger for HP. Last week, HP stated its belief that most of the top 20 HP institutional investors are in support of the merger. Many large institutional shareowners have policies against publicly indicating how they will vote.

Institutions that have disclosed their plans to vote their shares in support of the merger include: Alliance Capital, Banc One Investment Advisors, Barclay's Global, Collins & Co., Domini Social Investments, Federated Investors, Fremont Investment, General Motors Investment Management, Intel Corp., ITUG, Interex, L. Roy Papp Associates and Putnam Investment.

In addition, in the last 48 hours, four big retirement funds -- Florida State Board of Administration, Pennsylvania Public School Employees Retirement System, State Teachers Retirement System of Ohio and the Wisconsin Investment Board -- have stated their intent to vote in favor of the merger.

HP acknowledges that the investors that have publicly announced represent only a portion of the total shares voting and that HP cannot predict the outcome of the vote until all votes are in. Accordingly, HP encourages shareowners to continue returning their proxies in advance of the March 19 special meeting.

About HP

Hewlett-Packard Company -- a leading global provider of computing and imaging solutions and services -- is focused on making technology and its benefits accessible to all. HP had total revenue of $45.2 billion in its 2001 fiscal year. Information about HP and its products can be found on the World Wide Web at

(1) Sources for shareowner names having announced and percentages of shares being voted: The Wall Street Journal, Bloomberg News, CNET and CBS MarketWatch.


This document contains forward-looking statements that involve risks, uncertainties and assumptions. If any of these risks or uncertainties materializes or any of these assumptions proves incorrect, the results of HP and its consolidated subsidiaries could differ materially from those expressed or implied by such forward-looking statements.

All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including predictions regarding the outcome and certification of the vote on the merger or the closing of the merger; statements regarding future improvement of HP generally or specifically its profitability, earnings, revenues, synergies, accretion or other financial items; statements about the plans, strategies, and objectives of management for future operations, including the execution of integration and restructuring plans; any statements concerning proposed new products, services, developments or industry rankings; statements regarding future economic conditions or performance; statements of belief; and statements of assumptions underlying any of the foregoing.

The risks, uncertainties and assumptions referred to above include the actual certified results of the vote on the proposal to issue shares of HP common stock in connection with the merger; the ability of HP to retain and motivate key employees; the timely development, production and acceptance of products and services and their feature sets; the challenge of managing asset levels, including inventory; the flow of products into third-party distribution channels; the difficulty of keeping expense growth at modest levels while increasing revenues; the challenges of integration and restructuring associated with the merger or other planned acquisitions and the challenges of achieving anticipated synergies; the possibility that the merger or other planned acquisitions may not close or that HP, Compaq or other parties to planned acquisitions may be required to modify some aspects of the acquisition transactions in order to obtain regulatory approvals; the assumption of maintaining revenues on a combined company basis following the close of the merger or other planned acquisitions; and other risks that are described from time to time in HP's Securities and Exchange Commission reports, including but not limited to HP's annual report on Form 10-K, as amended on January 30, 2002, for the fiscal year ended October 31, 2001 and HP's registration statement on Form S-4 filed on February 5, 2002.

HP assumes no obligation and does not intend to update these forward-looking statements.


On February 5, 2002, HP filed a registration statement with the SEC containing a definitive joint proxy statement/prospectus regarding the merger. Investors and security holders of HP and Compaq are urged to read the definitive joint proxy statement/prospectus filed with the SEC on February 5, 2002 and any other relevant materials filed by HP or Compaq with the SEC because they contain, or will contain, important information about HP, Compaq and the merger. The definitive joint proxy statement/prospectus and other relevant materials (when they become available), and any other documents filed by HP or Compaq with the SEC, may be obtained free of charge at the SEC's web site at In addition, investors and security holders may obtain free copies of the documents filed with the SEC by HP by contacting HP Investor Relations, 3000 Hanover Street, Palo Alto, California 94304, 650-857-1501. Investors and security holders may obtain free copies of the documents filed with the SEC by Compaq by contacting Compaq Investor Relations, P.O. Box 692000, Houston, Texas 77269-2000, 800-433-2391.

About HP

HP Inc. creates technology that makes life better for everyone, everywhere. Through our portfolio of printers, PCs, mobile devices, solutions, and services, we engineer experiences that amaze. More information about HP Inc. is available at