HP Announces, for Purposes of LYONs Indenture,Adjustment to Conversion Rate.

Business Editors/High-Tech Writers

PALO ALTO, Calif.--(BUSINESS WIRE)--May 12, 2000

Hewlett-Packard Company (NYSE:HWP) announced today that the conversion rate applicable to its Liquid Yield Option(TM) Notes (LYON(TM)s) due 2017 has been adjusted in connection with the proposed distribution

Pursuant to Section 10.08 of the Indenture governing the LYONs, the adjustment to the conversion rate was determined with reference to the fair market value of common stock of Agilent on the record date of May 2, 2000, the average closing sales price per share of common stock of HP between April 10, 2000 and May 2, 2000, and the distribution ratio of .3814 of a share of Agilent for each HP common share outstanding. Accordingly, the adjusted conversion rate, effective immediately after the record date, is 7.545 shares of HP common stock per $1,000 stated principal amount of LYONs.

The distribution remains subject to the conditions set forth in the master separation agreement previously entered into between HP and Agilent.

About HP

Hewlett-Packard Company -- a leading global provider of computing and imaging solutions and services for business and home -- is focused on capitalizing on the opportunities of the Internet and the proliferation of electronic services.

Excluding Agilent figures, HP has 85,400 employees worldwide and had total revenue from continuing operations of $42.4 billion in its 1999 fiscal year. Information about HP and its products can be found on the World Wide Web at http://www.hp.com.

This news release contains forward-looking statements that involve risks, uncertainties and assumptions that could cause results of Hewlett-Packard Company to differ materially from management's current expectations. The risks that HP faces in running its operations include risks associated with the proposed spin-off of Agilent and the distribution of Agilent shares to HP shareowners.

These and other risks are detailed from time to time in HP's Securities and Exchange Commission reports, including without limitation its annual report on Form 10-K for the year ended Oct. 31, 1999 and subsequently filed quarterly reports.

Note to Editors: Liquid Yield Option and LYONs are registered trademarks of Merrill Lynch & Co., Inc.