FAQ about Compaq share exchange

General questions

1. What is happening?

On May 3, 2002, HP and Compaq completed the combination of their businesses. As a result of the merger, Compaq is now a wholly-owned subsidiary of HP and shares of Compaq common stock no longer trade on the New York Stock Exchange. Additionally, each share of Compaq common stock (and associated preferred share purchase right) was converted into the right to receive 0.6325 of a share of HP common stock (and, for each share of HP common stock, an associated preferred share purchase right) and cash in lieu of any fractional share, payable in U.S. dollars. Now, Compaq shareowners of record must exchange their shares in order to receive shares of HP.

2. What do I need to do in order to exchange my Compaq stock for HP stock?

Wells Fargo Shareowner Services is the Exchange Agent for the merger. The method of exchange depends on the manner in which you hold your Compaq shares.

In order to receive HP stock in exchange for your physical Compaq stock certificate(s), please:

  • Complete a Letter of Transmittal and sign where indicated.
  • Complete the Substitute Form W-9 or Form W-8BEN attached to the Letter of Transmittal, whichever is applicable to you (see question 11 below).
  • Enclose all of your Compaq stock certificate(s).
  • Enclose the Letter of Transmittal, Substitute Form W-9 or Form W-8BEN (as applicable) and stock certificate(s) in the envelope provided and send the package to Wells Fargo Shareowner Services, at the address listed on the Letter of Transmittal.

Please pay particular attention to the detailed instructions regarding delivery of the certificate(s) in the Letter of Transmittal and in the questions and answers below. After receipt of the properly completed materials, the Exchange Agent will send you HP shares and a check for cash in lieu of any fractional share.

If you held a physical Compaq stock certificate(s) but it has been lost, stolen or destroyed, please see question 16 below.

Compaq direct registration program

If you hold Compaq shares in electronic form through Compaq's direct registration program (including shares purchased through Compaq's Shareholder Investor Plan), your shares will automatically be converted into an account which holds HP shares in electronic form with Wells Fargo Shareowner Services, HP's transfer agent (the "HP Direct Registration Account"). You will receive a Transaction Advice showing your HP shares in an HP Direct Registration Account, together with a check for cash in lieu of any fractional share. You do not need to take any action.

Holders through banks or brokers ("street name")

If you hold shares through a bank or broker, your bank or broker will handle the conversion of your shares. You do not need to take any action. Please note that some banks or brokers may compute the cash in lieu of fractional shares slightly differently, so you may receive a different amount of cash for your remaining fractional share than as described below in question 3.

3. What will I receive in exchange for my Compaq stock?

You will receive 0.6325 of a share of HP common stock for each share of Compaq common stock you hold. The converted shares will be delivered as whole HP shares and cash in lieu of any fractional share. (Examples: If you have 1200 shares of Compaq common stock, you will receive 759 whole shares of HP common stock. If you have 1201 shares of Compaq common stock, you will receive 759 whole shares of HP common stock and a check for $11.04 for the cash value of the remaining fractional 0.6325 share.) As stated in the merger agreement relating to the merger, the cash in lieu amount for registered holders is based upon $17.457, the average closing price per share of HP common stock for the 10 trading days ending May 2, 2002. Please note that some banks and brokers may calculate the fractional share amount for street name holders differently.

4. I hold Compaq shares in multiple accounts. How will they be treated?

Combination of accounts of a single holder with identical registration information

Accounts of a single holder (whether in the form of physical stock certificate(s) or direct registration accounts, or both) that are held with identical registration information will be combined. The registration information that must be identical includes the name on the account, the Social Security Number, if applicable, and the address. If any of these items varies in any way across multiple accounts, the accounts will not be combined. Please see below for information on how shares in multiple accounts will be treated for purposes of the conversion.

Holders of Compaq stock certificate(s) (including lost certificates)

If you hold multiple stock certificates, you must return all stock certificates you hold with your Letter of Transmittal (and make provision for lost certificates; see question 16 ), and you will receive a number of whole shares based on the total number of shares you hold through physical certificates, plus cash in lieu of the remaining fractional share, if any.

Compaq direct registration program

Shares you hold in "book-entry" form through Compaq's direct registration program will generally be aggregated together for purposes of conversion when they are registered in the same name and title. This will include shares purchased through Compaq's dividend reinvestment and shareholder investment plans as well as other Compaq shares held through Compaq's direct registration program. As a result, you will generally receive a number of whole shares based on the total number of shares you hold through Compaq's direct registration program, plus cash in lieu of the remaining fractional share, if any.

Holders through banks or brokers ("street name")

If you hold your shares through a bank or broker, your bank or broker will handle the conversion of your shares and follow its own procedures for aggregating accounts and paying cash in lieu of any fractional shares. If you hold shares through multiple banks and/or brokers, they will not be aggregated for purposes of the conversion.

If you hold shares in more than one form

If you hold shares in a combination of the above listed forms (for example, both physical certificate(s) and through Compaq's direct registration program), your shares will not be aggregated together among these different forms. You therefore may receive more than one payment for a fractional share.

After you receive your HP shares, you may request that HP aggregate all your shares in an HP Direct Registration Account and/or held in physical stock certificate(s) into a single HP Direct Registration Account or physical stock certificate by contacting Wells Fargo Shareowner Services, HP's transfer agent at 1 (800) 286-5977 (outside the United States and Canada 1 (651) 453-2122). However, shares held through a bank or broker in street name may not be included unless you first request that your bank or broker convert your shares to an HP Direct Registration Account or physical stock certificate. Alternatively, you may deliver all of your shares to a bank or broker to hold in street name by contacting your bank or broker.

5. Will I receive a physical stock certificate from HP for my HP shares?

Generally, if you hold physical Compaq stock certificate(s) or Compaq shares through Compaq's direct registration program, you will receive your HP shares in electronic form. Shares will be issued through an HP Direct Registration Account in electronic form and you will receive a Transaction Advice confirming the deposit of your shares in an HP Direct Registration Account. If you currently hold your Compaq shares as physical stock certificate(s), you may specifically request a physical HP stock certificate by checking the appropriate box on the Letter of Transmittal. Information on the HP direct registration program will be included with the Letter of Transmittal (if you currently hold your Compaq shares as physical stock certificate(s)) or with your Transaction Advice (if you currently hold shares through Compaq's direct registration program).

If you hold your Compaq shares through a bank or broker in "street name" your HP shares will continue to be held in electronic form through your bank or broker.

6. I have not received a Letter of Transmittal or I need new Letter of Transmittal. Whom should I contact?

Letters of Transmittal will be sent by the Exchange Agent, shortly following the completion of the merger, to the addresses shown on the records of Compaq to each shareowner who holds a physical certificate. Please allow approximately two weeks to receive your Letter of Transmittal. If you believe Compaq does not have your current address, have not received a Letter of Transmittal or need an additional Letter of Transmittal, please contact the Exchange Agent at 1 (800) 811-1302 (outside the United States and Canada 1 (312) 601-6821) to request a new Letter of Transmittal. Please note that if you hold shares only through Compaq's direct registration program (including shares purchased through Compaq's Shareholder Investor Plan) or through a bank or broker you will NOT receive a Letter of Transmittal and do not need to complete a Letter of Transmittal.

Questions about delivery and transfers

7. Where will my shares be delivered? What address will be used for my HP Direct Registration Account?

Holders of Compaq stock certificate(s) (including lost certificates)

If you hold a physical Compaq stock certificate(s), statements relating to HP Direct Registration Accounts or physical HP stock certificates will be delivered to your address of record with Compaq. However, you may provide special delivery instructions on the Letter of Transmittal for your HP Transaction Advice or physical HP stock certificate. You may also provide special issuance instructions, as described in question 8 below.

Compaq direct registration program

If you hold your shares through direct registration at Compaq which are converted to an HP Direct Registration Account, you will need to contact Wells Fargo Shareowner Services, HP's transfer agent, at 1 (800) 286-5977 (outside the United States and Canada 1 (651) 450-4064 if you wish to change your address of record.

Holders through banks or brokers ("street name")

If you hold your shares through a bank or broker, your bank or broker will handle the conversion of your shares and you should contact your bank or broker to change your address.

8. What if I would like to change the registration of my shares?

Holders of Compaq stock certificate(s) (including lost certificates)

If you are completing a Letter of Transmittal because you hold physical Compaq stock certificate(s), you may take this opportunity to change the registration of your shares by following the instructions on the Letter of Transmittal and completing the appropriate portions of the Letter of Transmittal. Note that if you transfer or change registration of your shares, your signatures on the Letter of Transmittal must be guaranteed by a firm that is a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of the Securities Transfer Agents' Medallion Program ("STAMP"), Stock Exchange Medallion Program ("SEMP") or New York Stock Exchange Medallion Signature Program ("MSP") (each an "Eligible Institution"). Your surrendered certificate(s) must be endorsed or accompanied by duly executed stock powers signed exactly as the name(s) of the registered owners appear on such certificate(s) or stock power(s), with the signatures on the certificate(s) or stock power(s) guaranteed by an Eligible Institution. A stock power is available at Wells Fargo’s website under downloadable forms; www.shareowneronline.com or by calling 1 (800) 286-5977 (outside the United States and Canada 1 (651) 450-4064).

Compaq direct registration program

If you hold shares in electronic form through Compaq's direct registration program, your shares will automatically be converted to an HP Direct Registration Account in your name. Information on the direct registration program describing sales procedures and fees will be provided with your Transaction Advice.

Holders through banks or brokers ("street name")

If you hold your shares through a bank or broker, your bank or broker will handle the conversion of your shares and you should contact your bank or broker regarding any transfer or sale of your shares.

9. Will HP sell my shares for me instead of exchanging my stock certificate(s)?

No. HP cannot sell your shares for you. However, if you received your shares in Direct Registration, you may initiate a sale of your shares through your electronic HP Direct Registration Account. Please read the information provided with your Letter of Transmittal or your Transaction Advice on the direct registration program describing sales procedures and fees. If you received a physical HP stock certificate, you may present it to your broker to sell the shares for you or present it to Wells Fargo Shareowner Services to place the shares in an HP Direct Registration Account.

Questions about tax reporting

10. What taxpayer identification number should I give the Exchange Agent?

If you complete a Letter of Transmittal, you are required to give the Exchange Agent your social security number or employer identification number in connection with the exchange of your Compaq shares. Please consult the instructions for the Substitute Form W-9 and Form W-8BEN included with the Letter of Transmittal for further details.

11. Should I complete the Substitute Form W-9 or Form W-8BEN?

Generally, if you are a United States citizen or a United States resident alien you should complete the Substitute Form W-9. If you are not a United States citizen or a United States resident alien, you should complete Form W-8BEN. Detailed instructions on both forms, and the proper form to complete, is included in the Letter of Transmittal.

12. Will I be provided with any information relative to the cost basis of my Compaq common stock that is being exchanged?

No. It is important that you retain any information that you currently have relative to the cost basis of your Compaq common stock.

13. What are the tax consequences relative to the exchange of my shares?

Each shareowner should review the section of the 2002 Joint Proxy Statement/Prospectus entitled "United States Federal Income Tax Consequences of the Merger" and consult his or her own tax advisor as to the tax consequences of the merger to such shareowner under Federal, state, local or other applicable law. This information is available online at Hewlett-Packard SEC filings. Please scroll down this page and choose the filing on 02/05/02 that is labeled "S-4/A Registration Statement 883k." The information is on page 106. The Investor Relations department no longer has paper copies of this statement available for mailing.

Additional questions for holders of physical Compaq stock certificate(s)

14. Do I have to exchange my physical Compaq stock certificate(s)?

Yes. The merger has taken place and you must surrender your physical Compaq stock certificate(s) in order to receive your new HP shares and any future dividend payments.

15. Can I bring or send my stock certificate(s) into the offices of Compaq or HP for exchange?

No. Wells Fargo Shareowner Services is the Exchange Agent for the merger, and you will need to deliver your physical Compaq stock certificate(s) to them. The exchange cannot be made at any other location.

16. If any of my physical Compaq stock certificate(s) have been lost, stolen or destroyed, what should I do?

If your physical Compaq stock certificate(s) have been lost, stolen, misplaced or destroyed, contact the Exchange Agent for instructions at 1 (800) 286-5977 (outside the United States and Canada 1 (651) 450-4064 ) prior to submitting your Letter of Transmittal.

17. How should I send in my physical Compaq stock certificate(s) for exchange?

You may mail your physical Compaq stock certificate(s), together with the signed Letter of Transmittal, in the enclosed pre-addressed envelope or you may deliver the certificate(s), together with the signed Letter of Transmittal, by hand or overnight courier to the Exchange Agent, Wells Fargo Shareowner Services, at one of the addresses specified on page 1 of the Letter of Transmittal. The method of delivery is at your option.(See question 2 above.)

18. Should I insure my physical Compaq stock certificate(s) if I mail them?

Yes. Because you bear the risk of loss in sending your Compaq stock certificate(s) by mail, and because there is a fee associated with replacing lost certificates, we recommend that you insure the certificate(s) and use registered mail with return receipt requested.

19. What value should I use to insure my physical Compaq stock certificate(s) if I mail them?

We recommend that you insure your physical Compaq stock certificate(s) for approximately 2 percent of their value based on the number of shares of HP common stock that you will receive multiplied by the price of HP common stock. This would be the approximate cost to you of replacement if your Compaq stock certificate(s) were lost in the mail. (The average closing price of HP common stock for the 10 trading days ending May 2, 2002 was $17.457 per share.)

20. How long will it take to receive confirmation of deposit of my shares in an electronic account or new HP stock certificate after I send in my physical Compaq stock certificate(s)?

If the Letter of Transmittal is properly completed and all physical Compaq common stock certificate(s) are presented, the Exchange Agent, Wells Fargo Shareowner Services, expects that it will take approximately 15 business days from the date Wells Fargo receives these materials until the shares are deposited into the shareowner account and a Transaction Advice is mailed or, if a certificate is required, the certificate is mailed. Exchanges with registration changes and/or lost certificate replacements are expected to take additional time.

Questions about dividends and dividend reinvestment programs

21. Will I still get any dividends payable on the HP common stock even if it takes me a couple of months to get my Compaq common stock exchanged?

Yes. But if you hold physical Compaq stock certificate(s) you will not receive your dividends on HP common stock until your Compaq common stock is exchanged for HP common stock. At that time, you will receive a check (without interest) for any such dividends held pending the exchange of your Compaq common stock.

22. How much is the dividend I will receive?

The last quarterly dividend on HP's common stock was $0.08 per share. However, no assurance can be given that this dividend rate will remain unchanged, and HP reserves the right to increase or decrease its dividend as may be determined by the HP Board of Directors, in its discretion.

23. Can my dividends be deposited directly into an account at a financial institution?

Yes. If you hold your HP shares in the form of a physical stock certificate or through an HP Direct Registration Account you will receive a form that you may use to authorize direct deposit of future dividends from Wells Fargo Shareowner Services, HP's transfer agent. This authorization form will be included with a future dividend on your HP common stock.

24. Does HP have a dividend reinvestment plan?

Yes. If you hold 10 or more shares of HP stock either in the form of a physical stock certificate or electronic form, you will be receiving information regarding HP's Dividend Reinvestment/Stock Purchase Plan. If you will hold your HP shares through an HP Direct Registration Account, information regarding the HP Dividend Reinvestment/Stock Purchase Plan and an authorization form will be included with your Transaction Advice. If you requested a physical HP stock certificate, this information will be sent to you under separate cover.

25. Does HP allow direct investment?

Yes. The HP Dividend Reinvestment/Stock Purchase Plan does allow direct investment. However, you must elect automatic dividend reinvestment in order to be eligible to make direct investments.

26. I participate in the Compaq Shareholder Investor Plan. Will I automatically be enrolled in the HP dividend reinvestment program?

No. The Compaq Shareholder Investor Plan terminated at the completion of the merger. If you wish to participate in the HP dividend reinvestment program, you must enroll using the HP Dividend Reinvestment/ Stock Purchase Plan information and authorization form you receive with your Transaction Advice, if you will hold your HP shares through an HP Direct Registration Account, or shortly after you receive your new physical HP stock certificate.

27. Will shares I received in the Compaq Shareholder Investor Plan be converted into HP stock?

Yes. If you purchased shares through the Compaq Shareholder Investor Plan and did not withdraw these shares from that account, the shares will be converted as described above.

Questions about the trading of HP common stock

28. Where is HP common stock traded?

HP's common stock is listed and traded on the New York Stock Exchange and Pacific Exchange.

29. What is the stock exchange symbol for HP common stock?

Prior to the merger, "HWP" was the ticker symbol for HP's common stock. Beginning May 6, 2002, HP's common stock ticker symbol changed to "HPQ."

30. How is HP common stock listed in newspapers?

Prior to the merger, HP's common stock was generally listed as "HWP" under the New York Stock Exchange and Pacific Exchange listings in the business section of newspapers. Beginning May 6, 2002, HP's common stock listing symbol changed to "HPQ."