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HP Board Members Fully Committed to HP Leadership and Compaq Transaction


All of HP's Board members, with the exception of Walter B. Hewlett, today collectively reaffirm their enthusiastic support for the merger of Hewlett-Packard Company and Compaq Computer Corporation. These Board members also unequivocally support Carly Fiorina's leadership.

"The Board thoroughly analyzed this transaction and unanimously concluded this is the very best way to deliver the value our shareowners expect," said Dick Hackborn, former chairman and executive vice president of HP. "Today, I'm even more convinced of the power of this combination, particularly given the progress of our integration plans. Under Carly's leadership, the new HP will continue to be an innovation leader with a culture focused on trust, teamwork, accountability and contribution."

"The Board has supported this deal from the outset because we see the value that will be unleashed by combining these two companies," said Sam Ginn, retired chairman of Vodafone AirTouch Plc. "The merger strengthens the products, services and solutions the new HP will provide. The merger builds on the companies' complementary strengths in services and support around the world. I believe this merger will enhance our innovative capabilities and immediately improve the company's earnings power and competitive position."

"Shareowners have not yet had an opportunity to review the proxy statement which we will be filing shortly," said Patricia C. Dunn, co-chairman and global chief executive of Barclay's Global Investors. "The statement will provide a complete view of this transaction, which is necessary for a thoughtful decision by shareowners."

  • Philip M. Condit, chairman of the board and chief executive officer of the Boeing Company
  • Patricia C. Dunn, co-chairman and global chief executive of Barclay's Global Investors
  • Sam Ginn, retired chairman of Vodafone AirTouch Plc
  • Carleton Fiorina, chairman and chief executive officer of HP
  • Richard A. Hackborn, former chairman and retired executive vice president of HP
  • George A. Keyworth II, chairman and senior fellow of the Progress & Freedom Foundation
  • Robert E. Knowling Jr., chairman and chief executive officer of Internet Access Technologies Inc.
  • Robert P. Wayman, executive vice president and chief financial officer of HP
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 from continuing operations of $48.8 billion in its 2000 fiscal year. Information about HP and its products can be found on the World Wide Web at http://www.hp.com.


FORWARD-LOOKING STATEMENTS

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.

ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT

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 www.sec.gov. 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 http://www.hp.com.