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2

This presentation was prepared for and on behalf of the Trustees of the William R. Hewlett Revocable Trust as soliciting

material. The Trustees advisors have been retained as independent contractors to the Trustees and have no fiduciary, agency or

other relationship to the Trustees, the Trust or to any other party, all of which are hereby expressly disclaimed. Therefore, no

obligation or responsibility is assumed to any person with respect to this presentation. This presentation does not purport to be

a complete description of the views of or analyses performed by the Trustees or its advisors.

xcept as otherwise noted herein, this presentation and the views expressed herein, as well as any estimates herein, are based

on publicly available information and on consultants and industry reports as well as on the views of certain consultants

retained in connection with the consideration of the proposed merger by the Trustees. This presentation and the views

expressed herein assume and rely upon the accuracy and completeness of all such publicly available information, reports and

views and no responsibility for independent verification of any of the foregoing has been ta!en. "ll views and estimates

expressed herein are based on economic and mar!et conditions and other circumstances as they exist and can be evaluated as

of #ebruary $%, 2&&2.

The views expressed in this presentation are 'udgments, which are sub'ective in nature and in certain cases forward(loo!ing in

nature. This presentation also contains estimates made without the benefit of actual measurement. #orward(loo!ing statements

and estimates by their nature involve ris!s, uncertainties and assumptions. #orward(loo!ing statements and estimates are

inherently speculative in nature and are not guarantees of actual measurements or of future developments. "ctual

measurements and future developments may and should be expected to differ materially from those expressed or implied by

estimates and forward(loo!ing statements. We do not assume any obligation and do not intend to update these forward(loo!ing

statements. The information contained in this presentation does not purport to be an appraisal of any business or business unit

or to necessarily reflect the prices at which any business or business unit or any securities actually may be bought or sold. )n

addition, where *uotations have been used herein, permission to use *uotations was neither sought nor obtained.

This presentation and the views expressed herein do not constitute a recommendation by #riedman #leischer + owe or The

-arthenon roup to any holder of shares of Hewlett(-ac!ard or /ompa* with respect to how such shareholder should vote

with respect to the proposed merger and should not be relied upon by any holder as such a recommendation.

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0

Opposition to the Proposed Merger is Broad and DeepSection 1

Why the -roposed 1erger is nattractiveSection 2

H- 1ust -ursue a 3#ocus and xecute4 5trategySection 3

"genda

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6

Walter Hewlett

7 H- 8oard member for $9 years7 "gilent 8oard member since spin(off

7 Wor!ed with 0 H- /:s

7 Walter Hewlett is also a fiduciary and a shareholder;

?.&8@

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9

8road :pposition to the -roposed 1erger

Opposition Commentary

William R. Hewlett

Revocable Trust

-ac!ard #oundation

"ll 5hareholders 5toc! down by $BC$

1a'ority opposed to

merger

Decision Makers

Walter Hewlett,

dwin Dan 8ron!horst

$2(member 8oard6

1ultiple )nvestors

Wall 5treet "nalysts

Hewlett #oundation nanimous intention to

vote against

Hewlett #oundation

5toc! /ommittee2

$ Eay of announcement

2 Walter Hewlett is not a member of this committee and has no veto power over its decisions0 #ormerly /hief )nvestment :fficer of 5tanford 1anagement /ompany, running 5tanfords >$&8 endowment6 )ncludes a ma'ority of non(family members, amongst them two senior retired H- executives

)ntention to vote against

nanimous intention tovote against

d!isor

## F -arthenon

8ooG("llen + Hamilton

aurie Hoagland, /hief

)nvestment :fficer0

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?

1ar!et ReactionIndexed Stock Price Performance

Aote; 5toc! data through 2F$9F&2$ This index is comprised of companies used by oldman 5achs in performing its 35elected /ompanies "nalysis4 in connection with rendering its fairness opinion to

H- relating to H-s proposed merger with /ompa* and includes "pple, "ccenture, /omputer 5ciences, Eell, E5, 1/, ateway, )81, -1 /onsulting,

?&C

I&C

B&C

%&C

$&&C

$$&C

$2&C

$0&C

$6&C

BF0$F2&&$ %F0&F2&&$ $&F0$F2&&$ $$F0&F2&&$ $2F0$F2&&$ $F0$F2&&2

H-

/omparable

/ompany

)ndex$

)n

dexedDaluevs.BF0$F&$

=$2C@

9C

"#31#$1%2#1$2

The market has made its view of the transaction clear on two separate occasions: 1) when the

deal was announced, and 2) when the Hewlett oundation and !illiam "# Hewlett "evoca$le

Trust announced their opposition to the deal

%F0F&$; H-F/ompa*

1erger "nnounced.H- share price drops

$%C the day after

announcement.

$$F?F&$; Walter Hewlett

"nnounces :pposition.

H- share price rises $IC

on the day of the

announcement.

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Section 1

Section 2

Section 3

"genda

:pposition to the -roposed 1erger is 8road and Eeep

Why the Proposed Merger is 'nattracti!e

H- 1ust -ursue a 3#ocus and xecute4 5trategy

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9/40%

HP C*aim%&ost 'tech mer(ers were done in hot markets at hot prices* This is a deal

that was not done in a hot market and a hot price# !e (ot wonderful value, we think#+ $

)actH- shareholders are paying 6I.Ix earnings for /ompa*, more than twice what

other hardwareFsystems ac*uirors have paid historically

2&.9x

$I.Ix

$2.%x

$I.Bx

29.6x

6I.Ix

&x

$&x

2&x

0&x

6&x

9&x

H-F"pollo "T+TFA/R atewayF"dvanced

ogic Research

/ompa*FT andem /ompa*FE/ H-F/ompa*

$ /arly #iorina spea!ing on /A8/ 5*uaw! 8ox 2FIF&22 H-F/ompa* multiple paid is based on /ompa* #J&2 -5 estimate from #irst /all and H- price as of #ebruary $9, 2&&2, based on deal ratio of &.?029 HW- shares for each share of

/-K. Historical forward -F ratios are based on terms of the deal as per company filings at time of announcement and target #irst /all -5 estimates for the next fiscal year on the day

prior to the announcement of the deal.

The -rice for /ompa* is nprecedented

-FRatio

5eptember 2&&$Lanuary $%%BLune $%%I Lune $%%IEecember $%%&"pri$ $%B%

$B.%x

1ean #orward

-F multiple in

priortransactions

)inancia*

4!a*uation

)inancia*

4!a*uation

2

8/9/2019 hp-hewlett2002

10/40$&

arnings Eilution

7 nder the terms of the proposed merger, H- would issue shares to /ompa* at a valuation

of 6I.Ix$/J2&&2 earnings vs. H-s multiple of $I.Ix2

7 8efore synergies and revenue losses, this results in substantial earnings dilution;

7 "t H-s current /J 2&&2 multiple of $I.Ix, this dilution e*uates to a per share value

impact of >6.9? excluding the impact of a change in -F multiple

$8ased on H-s closing share price of >2&.0? on #ebruary $9, 2&&2, and the announced exchange ratio of &.?029 and /ompa*s #irst /all consensus -5 estimate of >&.2I for calendar year 2&&2.2

8ased on H- #irst /all consensus earnings estimate of >$.&6 for calendar year 2&&2 and closing share price of >2&.0? as of #ebruary $9, 2&&2.08ased on pro forma combined -5 calculated based on standalone #irst /all estimates and excluding the impact of revenue losses and cost savings.68ased on #irst /all estimates as of "ugust 0$, 2&&$98ased on #irst /all estimates as of #ebruary $9, 2&&2

C5 2$$2 C5 2$$3 C5 2$$0

67$(2894PS Di*ution3 67$(219 67$(239

)inancia*

4!a*uation

)inancia*

4!a*uation

ilution 22#-. 1/#0. 1/#1.

2$$1 2$$2 2$$3

"t "nnouncement6 >&.0? >&.?? >&.BB

"ctualF/urrent9 >&.$9 >&.2I >&.6%

Percent han(e /3#4.) /5#1.) --#4.)

)irst Ca** 4PS 4stimates

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H-s "ssumptions are )nconsistent with"ctual -erformance and "nalysts stimates

>&.&&

>&.$&

>&.2&

>&.0&

>&.6&

>&.9&

>&.?&

>&.I&

>&.B&

5un H- "pple /ompa* ateway /ompa* F

E/

Pro-it :oss Benchmarks

Actual Operating Profit Decline per Dollar of Lost Revenue

$ #or complete detail on sources, see page 6% of the 3Report to the Trustees of the William R. Hewlett Revocable Trust on the -roposed 1erger of Hewlett(-ac!ard4 filed with the 5/ under cover of 5chedule $6" on $$F$?F2&&$, as

amended.2 "nalysts estimates exclude 5alomon 5mith 8arney as they are advisers to /ompa*0 -arties to Walter Hewlett proxy solicitation6 3H- -osition on /ompa* 1erger,4 $2F$%F&$, p. 2I9 Represents post(deal $%%% performance vs. analyst estimates. #or complete detail see p. 9& of reference in footnote Ao. $?3/omputer company4 results outlined in 1cinsey Kuarterly, 3Why 1ergers #ail,4 2&&$ Aumber 6. =Aame of actual company disguised in article@. )n early 2&&$, H- retained 1cinsey + /o. to assist in H-s evaluation of strategic

alternatives and potential ac*uisition candidates including /ompa*I 5un $&K, $&, 5un $F$BF&2 earnings press release. Represents $2 month period ending $2F0$F&$, =#J ends ?F0&@B H- $$F$6F&$ earnings press release. Represents $2 month period ending $&F0$F&$ =excluding restructuring and merger(related costs@% "pple #J2&&$ $&. Represents $2 month period ending %F2%F&$$&/ompa* earnings press release $F$?F&2. Represents $2 month period ending $2F0$F&$ =excluding restructuring and merger(related costs@$$1organ 5tanley, 3ateway; 8etter 1argin 5tructure, ower Rev Run Rate,4 $FBF&2, page 0$2 ##F-arthenon assumption based on historical experience of tech companies, revenue loss in services, and high fixed cost assumptions post planned cost synergies$0"mendment Ao. 2 to H- 5(6, $F$6F&2, p. 90 3Mweighted average contribution margin of $2CM4

"verage; >&.62

2&&&(2&&$ "ctual xperience

>&.?%>&.?0

>&.2$>&.$%

>&.9?

% 9$&

$%%% -ost(

"c*uisition

&C

6C

BC

$2C

$?C

2&C

5 /owen

N&2

1organ

5tanley N&0

8ernstein

Research N&2

8anc of

"merica N&0

/ompa* F

E/ 1erger

1cinsey

5tudy

.e!enue :oss Benchmarks

## F -arthenon

"ssumption;

>&.29$2

H- "ssumption;

>&.$2$0

## F -arthenon

"ssumption; $&C0

H- "ssumption;

6.%C6

:verall "verage

of "nalysts and

-recedents;$2C$2C $2C

$&C

BC

$0C

$$I

"nalyst stimates$,2

?B

$IC

>&.0?

9

-ercentofRevenue

Eollars

)inancia*

4!a*uation

)inancia*

4!a*uation

8/9/2019 hp-hewlett2002

12/40$2

The A-D of the -roposed 1erger is Aegative

=>?@

=>6@

=>2@

>&

>2

>6

>?

>B

>$&

Per Share Present ;a*ue o- the Proposed Merger1

HP P; o-

et Cost

Sa!ings Per

Share2

/ost 5avings

"d'ustment9/ontribution

1argin

"d'ustment ?

Dalue of /ore

Eilution 8efore

/ost 5avings0

et ;a*ue

Per Share

>I.6I

=>6.9?@

=>$.$6@

$8ased on assumptions similar to managements outlined on page 0& of H- 3-osition on /ompa* 1erger,4 $2F$%F&$ . -resent values, except for cor e dilution and cost to achieve savings, calculated as of #ebruary $%, 2&&2 based on a 2&x forward price(earnings multiple applied to net

earnings impact in calendar year 2&&6. "ssumes 2?C marginal tax rate2 "ssumes net pre(tax cost sa vings in calendar year 2&&6 of >2.& billion based on >2.9 billion in cost savings and >&.9 billion in lost profit on lost revenues. ost profit calculation assumes >B6 .& billion in revenue in calendar year 2&&6 befor e revenue losses, 6.%C reve nue loss, $2C

contribution margin.0Represents the value of the core dilution of the transaction before the realiGation of cost savings at H-s current 2&&2 calendar year price(ea rnings multiple of $I.Ix. /alendar 2&&2 pro forma earnings before cost savings calculated based on #irst /all consensus earnings estimates of

>$.$$ and >$.09 for H- for fiscal years 2&&2 and 2&&0 , respectively, and >&.2I for /ompa* for its fiscal 2&&2. nder managements present value methodo logy, the core dilution has a value of >0.9? per share based on calendar 2&&6 earnings estimates.6 Realistic case based on >$.0 billion restructuring charge established in connection with /ompa*s ac*uisition of E/ in $%%B, which also involved approximately $9,&&& layoffs, and the >?09 million in retention bonuses announced by management in the proposed H-F/ompa* merger. )n

fiscal 2&&$, H- too! a >0B611 charge for a restructuring it estimated would result in annual cost savings of approximately >9&&11. Eownside case based on 9&C premium to realistic case =$$.6C of transaction value@. /ompa*FE/ restruct uring charge as a percentage of

transaction value was $0.9C. xcludes the impact of new employment agreements with 1s. #iorina and 1r. /apellas. "ssumes cash is paid out ratably over the first six months following closing9 Realistic case based on 8of", 3Hewlett(-ac!ard; 31anagement Turns up the Heat,4 $2F$%F&$ base case of BI.BC of management estimate realiGed in 2&&0 =>$.B billion assumed vs. management estimates of >2.$ billion@. Eownside based on 8of" downside case I9.?C of management

estimate realiGed in 2&&0 =>$.? billion assumed vs. management estimates of >2.$ billion@.? Realistic case based on historical experience of tech companies, revenue loss in services, and higher fixed cost assumptions post planned cost synergies. 5ee analysis presented on p. 2$(2?. Eownside case based on discount to /ompa*FE/ transact ion.I Realistic case assumption based on historical experience of tech companies, revenue loss in services. Eownside case based on discount to 1cinsey computer company example =see 3Revenue oss 8enchmar!s4 on p. $2@.

-resentD

alue-er/urrentH-5hare

>2.6B

=>6.&0@

$.%8

>2.98

>2.28=>6.9?@

Omitted in HP na*ysis .ea*istic ssumptions

Do>nside Case 09C $9C>$.%8>2.%8=>6.9?@

=>6.I&@

>2.%$

=>$6.I6@

In the realistic case, the value of the deal is ne(ative 6- to 6/ per share excludin( the impact of a chan(e in P78 multiple

)inancia*

4!a*uation

)inancia*

4!a*uation

8/9/2019 hp-hewlett2002

13/40$0

H- and /ompa* Have a History of :ver(optimism

HP 4arningsHP 4arnings

P>C MergerP>C Merger

Strong Ba*ance

Sheet

Strong Ba*ance

Sheet

Market .eaction

to Proposed

Merger

Market .eaction

to Proposed

Merger

CP? )orecastsCP? )orecasts

3The $est wa9 to accelerate our (rowth is throu(h the acuisition of a premier consultanc9.4

However, -w/ merger discussions were aborted over concerns about integration ris!s and H-s declining stoc! price

1anagement initially claimed a 3stronger balance sheet4 as a 3!ey asset4 of the merged company, but 1oodys downgraded H-,

and 5+-s outloo! turned negative. This claim has been dropped from "mendment Aumber 2 to the 5(6

%'&s# iorina didn;t expect the stock to drop so far*+

/ompa* reduced guidance four wee!s afterannouncement.

"nalysts forecasts today are ?2C lower for 2&&2 than at

time of announcement

2$$1 2$$2 2$$3

"t announcement$ >&.0? >&.?? >&.BB

"ctualF/urrent2 >&.$9 >&.2I >&.6%

-ercent /hange =9B.0C@ =9%.$C@ =66.0C@

$8ased on #irst /all estimates as of "ugust 0$, 2&&$28ased on #irst /all estimates as of #ebruary $9, 2&&205ee page $% of this presentation

)irst Ca** 4PS 4stimates

2$$1 @uidance2$$1 @uidance )n a challenging year, H- and /ompa* management missed their guidance at the beginning of the year by ?6C and BIC,

respectively, compared to the comparable company average of 6?C 0

.#+

(( 8usiness Wee!, $2F26F&$

%?ertain expectations she '&s# iorina led shareholders to adopt were not fulfilled and could not have $een fulfilled,; said

aniel @unstler, senior anal9st at investment $ank A#P# &or(an in San rancisco# Bs a result, she was seen as ?lackin( in

credi$ilit9,; he said#+ (( 5an #rancisco /hronicle, $2F%F&$

%Bre these 8Cs compulsive optimistsD Settin( tar(ets and aimin( hi(h E classic traits of natural salespeople like iorina and

Falli E is important, $ut as an9 serious P" pro will tell 9ou, effective communication depends on honest9, not h9per$ole#+

((-R Wee!, $F2$F&2

oldman 5achs, through managements guidance, assumes 2C revenue loss for the deal, not the 6.%C management is now

estimating for 2&&0, much less than the $&.&C we believe is more realistic

"#31#$1 )airness

Opinion

"#31#$1 )airness

Opinion

)inancia*

4!a*uation

)inancia*

4!a*uation

8/9/2019 hp-hewlett2002

14/40$6

>&

>$

>2

>0

>6

>9

>?

>I

>B

#iscal 2&&0 8)T #orecast

Eollarsin8illions

$ 8ased on #irst /all consensus earnings estimates of >$.2B and >&.62 for H- and /ompa*, respectively, as disclosed in H- 629 #iling $2F$%F&$, a 2?.&C effective tax rate and Gero net interest expense and other income.28ased on management estimated pre(tax cost savings of >2.$8 and revenue loss of 9C with $2C c ontribution margin in #J 2&&0 as disclosed in H- 629 #iling $2F$%F&$.0 >?.%8 in operating income as disclosed in H- 629 #iling on $2F$%F&$.

In addition to net cost savin(s, mana(ement appears to $e forecastin( a 61G

improvement in operatin( income to hit their forecast

>6.08$

>9.%8

>?.%80

OO

>$8

#irst /all

H- P /-K

>6.08$

Revenue; >B&.%8 >B&.%8 >B&.%8

8)T 1argin 9.0C I.0C B.?C

#irst /all

H- P /-K

1anagement Aet/ost 5avings

>$.?82

1anagement Aet

/ost 5avings

>$.?82

#irst /all

H- P /-K

>6.08$

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nattractive -ro #orma 8usiness 1ix -ost 1erger

He>*ett%Packard1

Total Q >698

Com/ined2

Total Q >IB8

$ 8ased on actual results from #J 2&&$ and segment pro'ections from 8ernstein research dated $2F$BF&$.28ased on actual results for /J 2&&$ for /ompa*, actual results for #J 2&&$for H- and segment pro'ections for H- from 8ernstein research dated $2F$BF&$ and segment pro'ections for /ompa* from 8anc of "merica

research dated $F$IF&2.

.e!enues A C52$$14

Port-o*io

+mpact

Port-o*io

+mpact

-/F"ccess-rinting =60C@

nterprise

=2&C@

=2&C@

5ervices=$IC@

)maging +

-/ F )ndustry

5tandard 5ervers

6C-rinting =29C@)maging +

-/F"ccess=0&C@

5ervices=2&C@

nterprise

=29C@

-/ F )ndustry

5tandard 5ervers

$&C

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$?

-roposed 1erger will Aegatively "lter 8usiness 1ix

$Eata sources for mar!et segment growth as follows; )maging and -rinting from yra research and )E/ report entitled 3.5. )n!'et and aser -rinter )nstalled 8ase and 5upplies 1ar!et#orecast and "nalysis, 2&&&(2&&9,4 -/ and "ccess based on )E/ -/ trac!er forecasts.

2:perating margins and revenue numbers based on actuals and 8o" research, 2F6F&2

)magingand -rinting

"ccessF-/s

B.0C

$.6C

&C

2C

6C

?C

BC

$&C

)magingand -rinting

"ccessF-/s

"ccessF-/s

$$.9C

(0.&C

(9C

&C

9C

$&C

$9C

Comparati!e Market @ro>th .ates -or Segments1

Ima(in( Printin( has a much stron(er outlook than Ps

:perating1argin=C@

&$2&11 in A"5. xternal Eirect "ttached is direct attached storage excluding external L8:E and all other internal direct attached storage

Thou(h ompa has a decent stora(e $usiness, the maJorit9 of its volume is in low

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26

:ther

/-KH-

#u'itsu

)81

:ther

H-/-KEeloitte + Touche-w//ap emini"/A

/5/#u'itsu

)81

E5

:ther

H-/-K

/5/

Eeloitte + Touche

#u'itsu-w/

/ap emini"/A

)81

:ther

H-/-K#u'itsu

E5Eeloitte

+ Touche

)81

-w/

/5/

/apemini

"/A

5upport :utsourcing 5ystems )ntegration )T/onsulting

>B98 >$?&8 >$&B8 >628Total Q>0%98

&C

2&C

6&C

?&C

B&C

$&&C

2&&& Worldwide )T 5ervices 1ar!et

5ource; -arthenon "nalysis /ompany 2&&& service revenues, mar!et siGe and segmentation from )E/ Report; 3Worldwide )T 5ervices )ndustry #orecast and "nalysis, 2&&&(2&&9,4 Luly 2&&$. /ompany services allocation from analyst reports

and company $&(s$

)E/ Report; 3 Worldwide )T 5ervices )ndustry #orecast and "nalysis, 2&&&(2&&9,4 Luly 2&&$ Aote; /ondensed )E/s eleven services categories into four. 5upport includes 3Hardware support and installation4 and 3-ac!aged software support and installation4 :utsourcing includes; 3-rocess ing 5ervices,4 3)5 :utsourcing,4

3"pplication :utsourcing,4 and 3Aetwor!)nfrastructure 1anagement4 segments as defined by )E/. )T /onsulting includes; 3)T /onsulting4 and 3)T Training and ducation4 as defined by )E/. 5ystems )ntegration includes 35ystems

)ntegration,4 3/ustom application development and maintenance,4 3Aetwor! consulting and integration4 as defined by )E/. rowth rates represent weighted averages of the re(categoriGed groups, p. $?(0$

Strategic

Positioning

Strategic

Positioning

HP and ompa $oth have their lar(est service presence in the slower (rowth, lower

mar(in support $usiness

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29

Section 1

Section 2

Section 3

"genda

:pposition to the -roposed 1erger is 8road and Eeep

Why the -roposed 1erger is nattractive

HP Must Pursue a

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2?

H- Has a 5tronger :utloo! without /ompa*

7 The integration and financial ris! of the proposed merger is enormous while the

upside is at best limited and probably significantly negative

7 H- is a great company and will continue to thrive

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27

%It is not all or nothin(+ said Richard Hac!born. )f H- shareholders vote against the/ompa* merger%we will do ever9thin( possi$le to explore the next $est possi$le

alternative#+

Hac!born also stated, %?Lo$od9 is talkin( a$out leavin( on the $oard, nor is an9one

talkin( a$out askin( an9one to leave* That has (ot to $e taken out of the euation+ for

investors#

( Reuters, 2F$0F&2

%If the deal doesn;t pass a shareholder vote, !a9man said he;ll sta9 on at Hewlett

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2B

H- 1anagementHP has a deep $ench with an avera(e tenure of 1> 9ears

ame Position ge

5usan 8owic! D-, /orporate Human Resources 90

Eebra Eunn D-, 5trategy + /orporate :perations 69

Dyomesh Loshi -resident, )maging and -rinting 5ystems 6I

-radeep Lotwani -resident, /onsumer 8usiness :rganiGation 6I

"nn ivermore -resident, H- 5ervices 60

Webb 1cinney -resident, 8usiness /ustomer :rganiGation 9?

5ears >ith HP

29 years

$% years

22 years

2& years

2& years

00 years

Robert Wayman xecutive D-, #inance + "dministration and /#: 9?00 years

Euane SitGner -resident, /omputing 5ystems 96$0 years

5ources; H- $&( filed $F2%F&2, Hoovers :nline, H- Website

)ain 1orris -resident, mbedded and -ersonal 5ystems :rganiGation 69

Richard Ee1illo D-, /T: 99

$ year

$ years

/arly #iorina /hairman, /:, -resident 6I2 years

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2%

xamples of /: Transitions

Company e> C4O

Compound nnua* StockPer-ormance Since C4O Change1

"pple #red "ndersonF5teve Lobs2 0$C

1attel Robert c!ert 20C

)81 ou erstner 20C

ppointment Date

IF%F%I

2F0F&&0

0F2?F%0

5afeway 5teve 8urd $2C9F$F%0

$/ompound annual stoc! stoc! growth from date of /: departure until 2F$9F&22 )nterim committee appointed to appoint /:. )n the interim period, #red "nderson, executive D- and /#:, acted as /:. 5teve Lobs ended up as /:.

0 Eate of Lill 8arad departure c!ert assumed /: position on 9F$IF&&6 Eeparture of co(/: Eavid 1ahoney9 Resignation of /arl Jan!ows!i. ric 8enhamou chosen as interim /:

-alm

Hyperion

1cesson

5teven )mbler

Lohn Hammergren

ric 8enhamou

$9C2F2IF&$6

009C$$FIF&$9

$9C9F0F%%

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0&

Transition /omparisonsB %Lo+ vote involves much less risk than a %Mes+ vote

-otential /: transition

Re(evaluation of business from 3focus and

execute4 perspective

ctions .equired

-ter .eecting Merger

ctions .equired

-ter ppro!ing Merger

1anagement and employee integration in

$?& countries

ayoffs possibly lasting $B(26 months

-roduct line rationaliGation

8rand rationaliGation

/ustomer relationship re(building

5upply(chain integration

5upplier rationaliGation

8ac!(office systems integration

#acilities rationaliGation

mployee benefits combination

Reassignment of R+E resources

5table, continuous operations under current

business unit heads

5trategic focus and clarity within ? months

/ontinued merger integration, lac! of focus,

and possible turf battles for 26 months and

subse*uent /: change if it fails

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31

)ocus on +maging and PrintingE)ocus on +maging and PrintingE

,hree Possi/*e *ternati!es

)ight De** in *o>%end

commodity computingE

)ight De** in *o>%end

commodity computingECompete >ith +BM and Sun in

high%end computingE

Compete >ith +BM and Sun in

high%end computingE

Where 5hould H- -layO

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02

uiding 5trategic -rinciples < 3#ocus and xecute4

+maging F PrintingEefend the #ranchise and /apitaliGe on

merging rowth :pportunities

+maging F PrintingEefend the #ranchise and /apitaliGe on

merging rowth :pportunities

4nterprise8olster 1id( and High(nd nterprise

-osition by #illing ey aps

4nterprise8olster 1id( and High(nd nterprise

-osition by #illing ey aps

ccessEe(emphasiGe F Restructure the -/

8usiness for -rofitability

ccessEe(emphasiGe F Restructure the -/

8usiness for -rofitability

-rotect and enhance competitive

positions in core in!'et and laser

printer hardware and supplies

mar!ets

#ocus R+E to capitaliGe on

opportunities in;

Eigital camerasFimage handling

Eigital commercial printing

nterprise printing and imaging

1ulti(function printers

/olor copying

1obility and wireless printing

-rofit from expected mar!et growth

through leadership position andinnovation

liminate subsidiGation of other

businesses

5eriously consider spin(off within $2

to $B months

#ocus on profitability, not mar!et

share, in -/s

#ocus the business on more

profitable segments, including

consumer -/s

xplore strategic alliances

xplore new access devices where

H- brand, technology, and

distribution enables attractive

margins

"ggressively grow high(end consulting and

outsourcing services organically and through targeted

add(on ac*uisitions

#ocus mar!eting and R+E on higher margin high(

end and mid(range segments

everage strong nix franchise

everage strong )tanium position

Ta!e mar!et share from /ompa* and 5un in

nix

5trengthen software offerings to drive higher margin

enterprise sales

-ursue targeted strategic alliances and

ac*uisitions

RationaliGe existing software platforms forprofitability

#ocus on profitability, not mar!et share, in AT

servers

1aintain position sufficient to offer end(to(end

solutions

xplore strategic alliances

/ompete in nix, inux, and AT with value(added

services, systems

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00

)maging +-rinting =60C@

nterprise=$%C@

-/F"ccess=2$C@

5ervices=$IC@

)maging +-rinting =6?C@

nterprise=$%C@

-/F"ccess=$?C@

5ervices=$%C@

5ummary 2&&0 #inancial )mpact

HP ,oday=#J 2&&$@

HP ,omorro>2

=#J 2&&0@

6Potentia* under $.&

>&.&

>$.&

>2.&

>0.&

>6.&

>9.&

5ervices >&.68

)maging +

-rinting

>2.$8

-/F"ccess =>&.$8@nterprise =>&.$8@

nterprise >&.08

$8ased on H- $&F0$F&$ $&( and 8ernstein research dated $2F$BF&$. xcludes >&.68 in restructuring and ac*uisition(r elated charges. Total 8)T includes >&.68n in other losses and eliminations.2 8ased on revenue growth and margin assumptions detailed on pages B and %.0Historical #J $%%B to #J 2&&& average operating income margin was B.BC. H- reported an overall operating income margin of ?.0C in the first *uarter of fiscal 2&&2. H-s standalone #irst /all estimate of >$.09, as of #ebruary $9, 2&&2, for fiscal 2&&0 implies an operating income

margin of ?.%C based on a 22C effective tax rate and Gero net interest expense and other income. 8anc of "merica 5ecurities pro'ects an operating income margin of I.6C in fiscal 2&&0 under managements current strategy and incorporates estimated impact of pre(closing negative

revenue synergies.

Nnder a %ocus and 8xecute+ strate(9, HP has the potential to si(nificantl9 improve profita$ilit9

8illionEollars

0(2 Margin

0.IC "nnual Revenue rowth

6.2C 1argin )mprovement

7Reduce losses in -/s, industry

standard servers and software

7"ggressive services growth

7/ontinued cost reductions

72&&0 mar!et improvement

(>$.&

>&.&

>$.&

>2.&

>0.&

>6.&

>9.&

nterprise >&.68

)maging +

-rinting

>2.I8

-/F"ccess >&.$8

8illionEollars

5ervices >&.%8

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-ro'ected 3#ocus and xecute42 #irst /all0

>2%.B0

>26.I?

>0?.&2

>2%.B0

>&

>9

>$&

>$9

>2&

>29

>0&

>09

>6&

$B.0x 22.$x $B.0x 22.$x

-otential 5hareholder Dalue )mpact

-o

tential5hare-rice=#J2&

&0@$

HP Scenarios HP#Compaq Merger Scenarios

$ stimated pote ntial share price in fiscal 2&&0. -rior presentations of the value impact of the proposed merger excluded t he impact of potential multiple compression. This analysis excludes the impact of the costs to achieve pot ential cost savings.2 8ased on assumptions detailed on pages B and %.0 8ased on #irst /all consensus estimate as of #ebruary $9, 2&&2 based on companys existing strategy.6 8ased on consensus ear nings estimates for H- and /ompa* of >$.09 and >&.69 , respectively, for H-s fiscal 2&&0, >$.B billion in pre(tax cost s avings, $&C revenue loss, 29C contribution margin, and 2?C effective tax rate.9 1anagement assumption based on 629 filing of $2F$%F&$.? 8ased on current #irst /all consensus estimate of >$.$$ for fiscal 2&&2 and closing share price of >2&.0?, as of #ebruary $9, 2&&2.I

8ased on H- #irst /all fiscal 2&&2 -5 estimate of >$.&9 and H-s closing share price of >20.2$ on "ugust 0$, 2&&$. The weighted average price(earnings multiple of an index of comparable companies increased from 2$.?x to 2?.6x from "ugust 0$, 2&&$ to #ebruary $9, 2&&2. The index ofcomparable companies is comprised of the same companies used by oldman 5achs in performing its 35elected /ompanies "nalysis4 in connection with rendering its fairness opinion to H- on its proposed merger with /ompa*, excluding 1/, ateway, 5un 1icrosystems, and Aetwor! "ppliance

because their price(earnings ratios were not meaningful as of #ebruary $9, 2&&2.B 8ased on lowest end of price(earnings multiple range used in Eecember $%, 2&&$, H- -osition on /ompa* 1erger presentation, page 2%.% 8ased on H-s current fiscal 2&&2 price(earnings multiple of $B.0x applied to H-s current #irst /all consensus earnings estimate of >$.09 for fiscal 2&&0.

1ore Realistic /ase6 1anagement /ase9

)or>ard P#4 Mu*tip*e

)52$$34 4PS >$.?0 >$.09 >$.&? >$.66

>26.I?

#irst /all

)mplied -rice%

>2?.09

>2$.?&

>$%.62

>$9.BB

>&

>9

>$&

>$9

>2&

>29

>0&

>09

>6&

$9.&x $B.0x $9.&x $B.0x

/urrent? -re(EealI EownsideB /urrent?/urrent? -re(EealI EownsideB /urrent?

!e $elieve that the %ocus and 8xecute+ strate(9 results in 61- to 61> (reater value per share than a more realistic mer(er scenario

!e $elieve HP;s current standalone strate(9 results in 65 to 61= (reater value per share than a more realistic mer(er scenario

!e $elieve a %ocus and 8xecute+ strate(9 results in 63 to 61= (reater value per share than mana(ement;s forecast mer(er scenario

8/9/2019 hp-hewlett2002

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09

Proected .eturn on 4quity

&C

$C

2C

0C

6C

9C

?C

H- /ompa*

&.9&

&.I9

$.&&

$.29

$.9&

H- /ompa*

&.&C

9.&C

$&.&C

$9.&C

2&.&C

H- H-F/ompa* 1ore Realistic

H-F/ompa*

$&.&

$2.9

$9.&

$I.9

2&.&

H- /ompa*

-otential 1ultiple /ompression

Historica* Price%4arnings Mu*tip*e

Historica* Beta 64quity .isk9

$ :n %F9F&$, 1oodys downgraded H- from "a0 to "2, and placed /ompa* under review for possible upgrade from 8aa2. 5+- placed ratings watch on H- with negative implications and on /ompa* with positive implications on %F6F&$.2 /ompa* missed its 2&&& and 2&&$ earnings forecasts at the beginning of each year by $$.&C and BI.0C whereas H- missed by $.$C and ?0.9C for the same periods.0 8ased on average next twelve months price earnings multiple from 5toc!Dal data from $&F29F%$ to BF0$F&$.6

8ased on management pro'ections contained in 629 filing dated $2F$%F&$.9 8ased on realistic c ase pro forma -5 =see page B and % for detailed assumptions@ excluding pro forma amortiGation of intangibles.? 8ased on monthly 8arra predicted beta from $2F%2 to %F&$.I 8ased on #irst /all revenue estimates for each c ompanys fiscal 2&&0 as of 2F$9F&2.

$I.%x

-F

B.IC-ercent

$.$B

$.6?

8eta

Proected .e!enue @ro>th

2.0C-ercent

$?.$x

$B.$C

6.IC

0

? I

!e $elieve that mer(ed HP7ompa would trade at a discount to HP (iven the new entit9;s lower returns on

euit9, lower revenue (rowth, hi(her $eta, lower credit ratin(1,and less predicta$le earninin(s2

$?.9C

9

6 6

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0?

&C

2C

6C

?C

BC

$&C

Revenue rowth "ssumptions

+maging F Printing 4nterprise

Ser!ices

?.&C

B.&C

"nnualrowth=C@

PC#ccess

"elative to HP mana(ement and expected market (rowth, we assume modest incremental Ima(in( Printin(

and Services (rowth and slower (rowth in other se(ments

B.%C$&.&C

1gmt ong(

Term 1ar!et

rowth st.$

1gmt /ombined

/ompany 5egment

rowth st.2&&$(2&&02

)E/ 1ar!et

rowth st.

2&&$(2&&00

:ur "ssump(

tion for H-

5eg. rowth2&&$(2&&06

&C

2C

6C

?C

BC

$&C

?.BC

9.9C

"nnualrowth=C@ I.0C

$&.&C

1gmt ong(

Term 1ar!et

rowth st.$

1gmt /ombined

/ompany 5egment

rowth st.2&&$(2&&02

)E/ 1ar!et

rowth st.

2&&$(2&&09

:ur "ssump(

tion for H-

5eg. rowth2&&$(2&&0?

&C

9C

$&C

$9C

I.2CB.IC

"nnualrowth=C@

9.BC

$9.&C

1gmt ong(

Term 1ar!et

rowth st.$

1gmt /ombined

/ompany 5egment

rowth st.

2&&$(2&&02

)E/ 1ar!et

rowth st.

2&&$(2&&0I

:ur "ssump(

tion for H-

5eg. rowth

2&&$(2&&0B

($2C($&C(BC

(?C(6C(2C&C2C6C?C

=2.&C@

=$&.2C@"nnualrowth=C@

=$.BC@

9.&C

1gmt ong(

Term 1ar!et

rowth st.$

1gmt /ombined

/ompany 5egment

rowth st.

2&&$(2&&02

)E/ 1ar!et

rowth st.

2&&$(2&&0%

:ur "ssump(

tion for H-

5eg. rowth

2&&$(2&&0$&

$1anagement pro'ected long(term growth estimates for the combined company before revenue losses from H- 629 #iling $&F29F&$.21anagement combined company segment growth estimates before revenue losses calculated based on segment operating incomes, segment operating margins and segment revenue losses from H- 629 #iling $2F$%F&$.08ased on weighted average pro'ected growth rates from )E/ for the following segments; in!'et hardware =$.BC@, monolaser hardware =6.0C@, color laser hardware =$6.IC@, in!'et supplies =$$.%C@, laser supplies =$9.9C@, digital cameras =$2.9C@ and scanners =I.9C@. "lso includes growth of 1ulti(

#unction printers from yra research =2.IC@. rowth rates weighted by 2&&$ mar!et siGes of in!'et hardware =>$&.$8@, monolaser hardware =>%.%8@, color laser hardware =>I.&8@, in!'et supplies =>$0.?8@, laser supplies =>$6.08@, digital cameras =>?.B8@, scanners =>6.98@, and 1#-s =>I.I8@.6)maging + -rinting grown at a premium to management estimated growth rate due to strategic focus on that business.91ar!et growth rate based on average of )E/ growth rates for nix servers =B.6C@, AT servers =$?.%C@, and storage =$.IC@, weighted by 2&&$ segment revenues estimated by 8ernstein research dated $2F&$, for nix servers =>0.08@, -/ 5ervers =>$.I8@ and storage =>2.?8@.?8ased on &.9x mar!et growth in AT servers and $.29x mar!et growth in nix servers from segment focus. 5torage grown at )E/ pro'ected rate of $.IC from 2&&$ t o 2&&0.I1ar!et growth rates based on average for )E/ growth rates for outsourcing =$2.0C@, consulting =$$.%C@, systems integration =$6.2C@, and support =?.$C@, weighted by segment revenue in outsourcing =>&.98@, co nsulting =>&.?8@, systems integration =>&.B8@, and support =>0.%8@.B

8ased on average of =i@ $.I9x )E/ sub(segment growth rates for outsourcing =$2.0C@, consulting =$$.%C@, and systems integration =$6.2C@ =e*uivalent to addition of 0,?&& consultants at >29& per consultant per year@ and =ii@ 8ernstein estimates for H- 2&&& to 2&&$ growth rate in support =?.$C@,weighted by segment revenue in outsourcing =>&.98@, consulting =>&.?8@, systems integration =>&.B8@, and support =>0.%8@. #inancing =>$.%8@ pro'ected with flat growth to 2&&0.

%1ar!et growth based on )E/ 2&&$ -/ Trac!er.$&8ased on H- growth at )E/ 2&&$ -/ Trac!er segment growth rates for consumer and noteboo! segments, and assuming a 9&C contraction of business des!tops based on focus strategy.

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0I

(2C

($C

&C

$C

2C

0C

6C

$%%B(2&&&

"verage

#J 2&&$ K$ #J 2&&2

&C

2C

6C

?C

BC

$&C

$2C$6C

$?C

$%%B(2&&&

"verage

#J 2&&$ K$ #J 2&&2

1argin "ssumptions

+maging F Printing 4nterprise

Ser!ices

5ervices >&.B8

$2.?C $2.&C

:perating1argin

($&C

(9C

&C

9C

$&C

$%%B(2&&&

"verage

#J 2&&$ K$ #J 2&&2

=$.6C@

0.%C

:perating1argin

($C

$C

0C

9C

IC

%C

$$C

$0C

$9C

$%%B(2&&&

"verage

#J 2&&$ K$ #J 2&&2

0.BC

$&.0

C

:perating1argin

PC#ccess

=$.9C@

$.&C

:perating1argin

$&.BC 9.&C

6.IC

0.6C

Nnder a %ocus and 8xecute+ strate(9, HP;s overall mar(ins have the potential to increase from -#2. in fiscal 2==1 to 3#-. in fiscal 2==4

1anagement#J 2&&0 stimate

$$C

1anagement

#J 2&&0 stimate

%.2C

1anagement

#J 2&&0 stimate

$0.IC

1anagement

#J 2&&0 stimate

0.&C

I

$&

$

B

BB

2

0

9

2

0

2

0

$$

2

0

6

$6.?C

=B.&C@

?

$&.0C

6,%

&.&C

6

$stimated operating margin target pro forma for the proposed merger. 8ased on H- 629 #iling dated $&F29F&$.28ased on H- $&( filings, excluding non(recurring and extraordinary items.0 8ased on 8ernstein research dated $2F$BF&$.6#rom H- earnings release dated 2F$0F&2.98ased on midpoint of H- 2&&$ margin and 8anc of "merica 5ecurities 2&&0 estimate of $0.6C from 2F6F&$.?#rom H- earnings release dated 2F$0F&2 . 1anagement noted that A)U was profitable. Therefore, losses li!ely stemming from AT servers, software and storage.I8ased on 8ernstein research $2F$BF&$ estimates of $2.9C nix operating margin for 2&&$. "lso based on operating AT servers and storage at brea!even and reducing estimated losses in software business by 9&C.Bstimated operating margin target pro forma for the proposed merger. 8ased on H- 629 #iling dated $2F$%F&$.%)ncludes financing business as reported by H- 2F$0F&2.$&8ased on continued strong perfor mance of services business as reflected in K$ #J2&&2 reported numbers. #inance pro'ected at brea!(eve n. 1anagement anticipates steady state pro fitability in #inance of BC to $&C.$$8ased on average of $2F$BF&$ 8ernstein research 2&&& and 2&&$ estimated "ccess segment operating margins, weighted by segment revenue brea!down, and accounting for 9&C reduction in commercial -/s per footnote $& in prior slide.

:ur "ssump(

tion for H-5eg. 1argin

#J 2&&0

:ur "ssump(

tion for H-

5eg. 1argin

#J 2&&0

:ur "ssump(

tion for H-

5eg. 1argin

#J 2&&0

:ur "ssump(

tion for H-

5eg. 1argin

#J 2&&0

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0B

H- /ould 8enefit #rom Aew eadership

7 )f H- is to succeed over the long term, it needs leadership committed to;

$. 8loc!ing and Tac!ling

( H- needs to aggressively manage the business for continued growth and

efficiency gains

( )t may not be as glamorous as ma!ing big, bold moves, but it is part of the

'ob description

( 1anagements implication that without this deal the company is doomed, is

a real abdication of their responsibilities

2. )nnovating and 8uilding

( )nnovating and building, not merging and integrating, have made H- what

it is today and can drive it forward

( )t is better to invest in inventing tomorrows leading technology than to

overpay for yesterdays commodity technology

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0%

5trategy /omparison

,he .ea* HP Way HP#Compaq

O!era**StrategyO!era**Strategy

+maging

and Printing

+maging

and Printing

4nterprise4nterprise

ccessccess

#ocus and execute throughinnovation, tactical ac*uisitions,

and bloc!ing and tac!ling

8et the company on scale and commodityhardware through over(priced mega(

merger

Eefend and invest for growth Eivert resources to fund computing

expansion

#ocus on mid( and high(end and fill

in !ey gaps in services and software Try to be all things to all customers

Restructure for profitability Eouble down bet in low(margin -/

business

Higher .iskI

:o>er Shareho*der .eturns

Higher .iskI

:o>er Shareho*der .eturns

:o>er .iskI

Higher Shareho*der .eturns

:o>er .iskI

Higher Shareho*der .eturns

8/9/2019 hp-hewlett2002

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6&

:n #ebruary 9, 2&&2, Walter 8. Hewlett, dwin . van 8ron!horst and the William R. Hewlett Revocable Trust

=collectively, the 3#iling -ersons4@ filed a definitive proxy statement with the 5ecurities and xchange

/ommission relating to their opposition to the proposed merger involving Hewlett(-ac!ard /ompany and/ompa* /omputer /orporation. The #iling -ersons urge stoc!holders to read their definitive proxy statement

because it contains important information. Jou may obtain a free copy of the #iling -ersons definitive proxy

statement and other soliciting materials on the 5ecurities and xchange /ommissions website at www.sec.gov,

at the #iling -ersons website at www.votenohpcompa*.com, or by contacting 1acenGie -artners at $(B&&(

022(2BB9 or $(2$2(%2%(99&&, or by sending an email to proxyVmac!enGiepartners.com.

"dditional )nformation