Common Stock

        HP's certificate of incorporation, as amended, authorizes it to issue up to 9,600,000,000 shares of common stock, par value $0.01 per share. As of May 31, 2006, there were approximately 2,789,556,593 shares of common stock outstanding.

        The holders of HP’s common stock are entitled to one vote per share on all matters to be voted upon by the stockholders. The holders of common stock have cumulative voting rights for the election of directors in accordance with HP’s certificate of incorporation, as amended, HP’s amended and restated bylaws and Delaware law. Subject to preferences applicable to any outstanding preferred stock, the holders of common stock are entitled to receive ratably such dividends as may be declared from time to time by HP’s board of directors out of funds legally available for distribution, and, in the event of HP’s liquidation, dissolution or winding up, the holders of common stock are entitled to share in all assets remaining after payment of liabilities. The holders of the common stock have no preemptive, subscription or conversion rights, and the common stock is not subject to further calls or assessments. There are no redemption or sinking fund provisions available to the common stock.