HP (HPQ) 10-K/A risk factor changes: FY2019 vs FY2017

The following discussion of risk factors contains forward-looking statements.

These risk factors may be important for understanding any statement in this Form 10-K or elsewhere.

The following information should be read in conjunction with Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operation” and the Consolidated Financial Statements and related notes in Part II, Item 8, “Financial Statements and Supplementary Data” of this Form 10-K.

Because of the following factors, as well as other variables affecting our results of operations, past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods.

Risks related to our business

If we are unsuccessful at addressing our business challenges, our business and results of operations may be adversely affected and our ability to invest in and grow our business could be limited.

Our business faces many challenges we must address.

One set of challenges relates to dynamic and accelerating market trends, which may include declines in the markets in which we operate.

A second set of challenges relates to changes in the competitive landscape.

Our primary competitors are exerting increased competitive pressure in targeted areas and are entering new markets; our emerging competitors are introducing new technologies and business models; and our alliance partners in some businesses are increasingly becoming our competitors in others.

A third set of challenges relates to business model changes and our go-to-market execution.

For example, we may fail to develop innovative products and services, maintain the manufacturing quality of our products, manage our distribution network or successfully market new products and services, any of which could adversely affect our business and financial condition.

In addition, we are facing a series of significant macroeconomic challenges, including weakness across many geographic regions, particularly in emerging markets and Europe, and certain countries and businesses in Asia.

We may experience delays in the anticipated timing of activities related to our efforts to address these challenges and higher than expected or unanticipated execution costs.

In addition, we are vulnerable to increased risks associated with our efforts to address these challenges given the markets in which we compete, the broad range of geographic regions in which we and our customers and partners operate, and the ongoing integration of acquired businesses.

If we do not succeed in these efforts, or if these efforts are more costly or time-consuming than expected, our business and results of operations may be adversely affected, which could limit our ability to invest in and grow our business.

We operate in an intensely competitive industry and competitive pressures could harm our business and financial performance.

We encounter aggressive competition from numerous and varied competitors in all areas of our business, and our competitors have targeted and are expected to continue targeting our key market segments.

We compete on the basis of our technology, innovation, performance, price, quality, reliability, brand, reputation, distribution, range of products and services, ease of use of our products, account relationships, customer training, service and support and security.

If our products, services, support and cost structure do not enable us to compete successfully, our results of operations and business prospects could be harmed.

We have a large portfolio of products and must allocate our financial, personnel and other resources across all of our products while competing with companies that have smaller portfolios or specialize in one or more of our product lines.

As a result, we may invest less in certain areas of our business than our competitors do, and our competitors may have greater financial, technical and marketing resources available to them compared to the resources allocated to our products and services that compete against their products.

Companies with whom we have alliances in certain areas may be or may become our competitors in other areas.

In addition, companies with whom we have alliances also may acquire or form alliances with our competitors, which could reduce their business with us.

If we are unable to effectively manage these complicated relationships with alliance partners, our business and results of operations could be adversely affected.

We face aggressive price competition and may have to continue lowering the prices of many of our products and services to stay competitive, while at the same time trying to maintain or improve our revenue and gross margin.

In addition, competitors who have a greater presence in some of the lower-cost markets in which we compete, or who can obtain better pricing, more favorable contractual terms and conditions, or more favorable allocations of products and components during periods of limited supply, may be able to offer lower prices than we are able to offer.

Our cash flows, results of operations and financial condition may be adversely affected by these and other industry-wide pricing pressures.

Industry consolidation may also affect competition by creating larger, more homogeneous and potentially stronger competitors in the markets in which we operate.

Additionally, our competitors may affect our business by entering into exclusive arrangements with our existing or potential customers or suppliers.

Because our business model is based on providing innovative and high-quality products, we may spend a proportionately greater amount of our revenues on research and development than some of our competitors.

If we cannot proportionately decrease our cost structure (apart from research and development expenses) on a timely basis in response to competitive price

pressures, our gross margin and, therefore, our profitability could be adversely affected.

In addition, if our pricing and other facets of our offerings are not sufficiently competitive, or if there is an adverse reaction to our product decisions, we may lose market share in certain areas, which could adversely affect our financial performance and business prospects.

Even if we are able to maintain or increase market share for a particular product, its financial performance could decline because the product is in a maturing industry or market segment or contains technology that is becoming obsolete.

Financial performance could decline due to increased competition from other types of products.

In addition, refill and remanufactured alternatives for some of our LaserJet toner and inkjet cartridges compete with our printing supplies business.

If we cannot successfully execute our go-to-market strategy and continue to develop, manufacture and market innovative products and services, our business and financial performance may suffer.

Our strategy is focused on leveraging our existing portfolio of products and services to meet the demands of a continually changing technological landscape and to offset certain areas of industry decline.

To successfully execute this strategy, we must emphasize the aspects of our core business where demand remains strong, identify and capitalize on natural areas of growth, and innovate and develop new products and services that will enable us to expand beyond our existing technology categories.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is organized as follows:

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| --- | --- |

| • | HP Inc. Separation Transaction. A discussion of the separation of Hewlett Packard Enterprise Company, HP Inc.’s former enterprise technology infrastructure, software, services and financing businesses. |

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| --- | --- |

| • | Overview. A discussion of our business and other highlights affecting the company to provide context for the remainder of this MD&A. |

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| --- | --- |

| • | Critical Accounting Policies and Estimates. A discussion of accounting policies and estimates that we believe are important to understanding the assumptions and judgments incorporated in our reported financial results. |

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| --- | --- |

| • | Results of Operations. An analysis of our continuing financial results comparing fiscal year 2017 to fiscal year 2016 and fiscal year 2016 to fiscal year 2015. A discussion of the results of continuing operations is followed by a more detailed discussion of the results of operations by segment. |

| | |

| --- | --- |

| • | Liquidity and Capital Resources. An analysis of changes in our cash flows and a discussion of our liquidity and continuing financial condition. |

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| --- | --- |

| • | Contractual and Other Obligations. An overview of contractual obligations, retirement and post-retirement benefit plan contributions, cost-saving plans, uncertain tax positions and off-balance sheet arrangements of our continuing operations. |

The discussion of financial condition and results of our continuing operations that follows provides information that will assist the reader in understanding our Consolidated Financial Statements, the changes in certain key items in those financial statements from year to year, and the primary factors that accounted for those changes, as well as how certain accounting principles, policies and estimates affect our Consolidated Financial Statements.

This discussion should be read in conjunction with our Consolidated Financial Statements and the related notes that appear elsewhere in this document.

HP Inc. Separation Transaction

On November 1, 2015, we completed the separation of Hewlett Packard Enterprise Company (“Hewlett Packard Enterprise”), Hewlett-Packard Company’s former enterprise technology infrastructure, software, services and financing businesses (the “Separation”).

In connection with the Separation, Hewlett-Packard Company changed its name to HP Inc. (“HP”).

In connection with the Separation, we and Hewlett Packard Enterprise have entered into a separation and distribution agreement as well as various other agreements that provide a framework for the relationships between HP and Hewlett Packard Enterprise going forward, including among others a tax matters agreement, an employee matters agreement, a real estate matters agreement and a master commercial agreement.

HP INC. AND SUBSIDIARIES

Management’s Discussion and Analysis of

Financial Condition and Results of Operations (Continued)

OVERVIEW

We are a leading global provider of personal computing and other access devices, imaging and printing products, and related technologies, solutions, and services.

We sell to individual consumers, small- and medium-sized businesses (“SMBs”) and large enterprises, including customers in the government, health, and education sectors.

We have three segments for financial reporting purposes: Personal Systems, Printing and Corporate Investments.

The Personal Systems segment offers Commercial and Consumer personal computers (“PCs”), Workstations, thin clients, Commercial tablets and mobility devices, retail point-of-sale systems, displays and other related accessories, software, support and services for the commercial and consumer markets.

The Printing segment provides Consumer and Commercial printer hardware, Supplies, solutions and services, as well as scanning devices.

Corporate Investments include HP Labs and certain business incubation projects.

| | |

| --- | --- |

| • | In Personal Systems, our strategic focus is on profitable growth through hyper market segmentation with respect to enhanced innovation in multi-operating systems, multi-architecture, geography, customer segments and other key attributes. Additionally, we are investing in premium and mobility form factors such as convertible notebooks, detachable notebooks and mobility devices in order to meet customer preference for mobile, thinner and lighter devices. The beginning of a market shift to contractual solutions includes an increased focus on Device as a Service. We believe that we are well positioned due to our competitive product lineup. |

| | |

| --- | --- |

In the normal course of business, we are exposed to foreign currency exchange rate and interest rate risks that could impact our financial position and results of operations.

Our risk management strategy with respect to these market risks may include the use of derivative instruments.

We use derivative contracts only to manage existing underlying exposures.

Accordingly, we do not use derivative contracts for speculative purposes.

Our risks, risk management strategy and a sensitivity analysis estimating the effects of changes in fair value for each of these exposures are outlined below.

Actual gains and losses in the future may differ materially from the sensitivity analyses based on changes in the timing and amount of foreign currency exchange rate and interest rate movements and our actual exposures and derivatives in place at the time of the change, as well as the effectiveness of the derivative to hedge the related exposure.

Foreign currency exchange rate risk

We are exposed to foreign currency exchange rate risk inherent in our sales commitments, anticipated sales, anticipated purchases and assets and liabilities denominated in currencies other than the U.S. dollar.

We transact business in approximately 44 currencies worldwide, of which the most significant foreign currencies to our operations for fiscal year 2017 were the euro, Chinese yuan renminbi, the British pound and the Indian rupee.

For most currencies, we are a net receiver of the foreign currency and therefore benefit from a weaker U.S. dollar and are adversely affected by a stronger U.S. dollar relative to the foreign currency.

Even where we are a net receiver of the foreign currency, a weaker U.S. dollar may adversely affect certain expense figures, if taken alone.

We use a combination of forward contracts and at times, options designated as cash flow hedges to protect against the foreign currency exchange rate risks inherent in our forecasted net revenue and, to a lesser extent in cost of sales.

In addition, when debt is denominated in a foreign currency, we may use swaps to exchange the foreign currency principal and interest obligations for U.S. dollar-denominated amounts to manage the exposure to changes in foreign currency exchange rates.

We also use other derivatives not designated as hedging instruments consisting primarily of forward contracts to hedge foreign currency balance sheet exposures.

Alternatively, we may choose not to hedge the risk associated with our foreign currency exposures, primarily if such exposure acts as a natural hedge for offsetting amounts denominated in the same currency or if the currency is too difficult or too expensive to hedge.

We have performed sensitivity analyses for continuing operations as of October 31, 2017 and 2016, using a modeling technique that measures the change in the fair values arising from a hypothetical 10% adverse movement in the levels of foreign currency exchange rates relative to the U.S. dollar, with all other variables held constant.

The analyses cover all of our foreign currency derivative contracts offset by underlying exposures.

The foreign currency exchange rates we used in performing the sensitivity analysis were based on market rates in effect at October 31, 2017 and 2016.

The sensitivity analyses indicated that a hypothetical 10% adverse movement in foreign currency exchange rates would result in a foreign exchange fair value loss of $64 million and $41 million at October 31, 2017 and October 31, 2016, respectively.

Interest rate risk

We also are exposed to interest rate risk related to debt we have issued and our investment portfolio.

We issue long-term debt in either U.S. dollars or foreign currencies based on market conditions at the time of financing.

We often use interest rate and/or currency swaps to modify the market risk exposures in connection with the debt to achieve U.S. dollar LIBOR-based floating interest expense.

The swap transactions generally involve the exchange of fixed for floating interest payments.

However, we may choose not to swap fixed for floating interest payments or may terminate a previously executed swap if we believe a larger proportion of fixed-rate debt would be beneficial.

In order to hedge the fair value of certain fixed-rate investments, we may enter into interest rate swaps that convert fixed interest returns into variable interest returns.

We may use cash flow hedges to hedge the variability of LIBOR-based interest income received on certain variable-rate investments.

We may also enter into interest rate swaps that convert variable rate interest returns into fixed-rate interest returns.

We have performed sensitivity analyses as of October 31, 2017 and 2016, using a modeling technique that measures the change in the fair values arising from a hypothetical 10% adverse movement in the levels of interest rates across the entire yield curve, with all other variables held constant.

The analyses cover our debt, investments and interest rate swaps.

The analyses use actual or approximate maturities for the debt, investments and interest rate swaps.

The discount rates used were based on the market interest rates in effect at October 31, 2017 and 2016.

The sensitivity analyses indicated that a hypothetical 10% adverse movement in interest rates would have resulted in a loss in the fair values of our debt and investments, net of interest rate swaps, of $61 million at October 31, 2017 and $51 million at October 31, 2016.

Business Overview

We are a leading global provider of personal computing and other access devices, imaging and printing products, and related technologies, solutions and services.

We sell to individual consumers, small- and medium-sized businesses (“SMBs”) and large enterprises, including customers in the government, health and education sectors.

HP was incorporated in 1947 under the laws of the state of California as the successor to a partnership founded in 1939 by William R.

Hewlett and David Packard.

Effective in May 1998, we changed our state of incorporation from California to Delaware.

HP Inc. Separation Transaction

On November 1, 2015, we completed the separation of Hewlett Packard Enterprise Company (“Hewlett Packard Enterprise”), Hewlett-Packard Company’s former enterprise technology infrastructure, software, services and financing businesses (the “Separation”).

In connection with the Separation, Hewlett-Packard Company changed its name to HP Inc. (“HP”).

At Separation, we and Hewlett Packard Enterprise entered into a separation and distribution agreement as well as various other agreements that provide a framework for the relationships between the parties going forward, including, among others, a tax matters agreement, an employee matters agreement, a transition service agreement, a real estate matters agreement, a master commercial agreement and an information technology service agreement.

HP Products and Services; Segment Information

We have three segments for financial reporting purposes: Personal Systems, Printing and Corporate Investments.

The Personal Systems segment offers Commercial and Consumer personal computers (“PCs”), Workstations, thin clients, Commercial tablets and mobility devices, retail point-of-sale (“POS”) systems, displays and other related accessories, software, support and services for the commercial and consumer markets.

The Printing segment provides Consumer and Commercial printer hardware, Supplies, solutions and services, as well as scanning devices.

Corporate Investments includes HP Labs and certain business incubation projects.

In each of the past three fiscal years, notebook PCs, printing supplies and desktop PCs each accounted for more than 10% of our consolidated net revenue.

A summary of our net revenue, earnings from operations and assets for our segments can be found in Note 2, “Segment Information” to the Consolidated Financial Statements in Item 8, which is incorporated herein by reference.

A discussion of factors potentially affecting our operations is set forth in “Risk Factors” in Item 1A, which is incorporated herein by reference.

Personal Systems

Personal Systems provides Commercial and Consumer PCs, Workstations, thin clients, Commercial tablets and mobility devices, retail POS systems, displays and other related accessories, software, support and services for the commercial and consumer markets.

We group Commercial notebooks, Commercial desktops, Commercial services, Commercial tablets and mobility devices, Commercial detachables, Workstations, retail POS systems and thin clients into commercial clients and Consumer notebooks, Consumer desktops, Consumer services and Consumer detachables into consumer clients when describing performance in these markets.

Both Commercial and Consumer PCs and Commercial tablets and mobility devices are based predominately on Microsoft Windows operating systems and use processors from Intel Corporation (“Intel”) and Advanced Micro Devices, Inc. (“AMD”).

Personal Systems also maintains a multi-operating system, multi-architecture strategy using the Google Chrome and Android operating systems among others for notebooks and tablets.

Commercial PCs are optimized for use by customers including enterprise and SMB customers, with a focus on robust designs, security, serviceability, connectivity, reliability and manageability in networked environments.

Commercial PCs include the HP ProBook and HP EliteBook lines of notebooks, convertibles, and detachables, the HP Pro and HP Elite lines of business desktops and all-in-ones, retail POS systems, HP Thin Clients, HP Pro Tablet PCs and HP Chromebook.

Commercial PCs also include workstations that are designed and optimized for high-performance and demanding application environments including Z desktop workstations, Z all-in-ones and Z mobile workstations.

Additionally, we offer a range of services and solutions to enterprise and SMB customers to help them manage the lifecycle of their PC and mobility installed base.

Consumer PCs are notebooks, desktops and hybrids that are optimized for consumer usage, focusing on multi-media consumption, online browsing and light productivity and include the HP Spectre, HP Envy, HP Pavilion, HP Chromebook, Omen by HP, hybrids and all-in-one desktops.

Personal Systems groups its global business capabilities into Notebooks, Desktops, Workstations and Other when reporting business performance.

Printing

Printing provides Consumer and Commercial printer hardware, Supplies, solutions and services, as well as scanning devices.

Printing is also focused on imaging solutions in the commercial markets.

Our global business capabilities within Printing are described below:

Office Printing Solutions delivers HP’s office printers, Supplies, services, and solutions to SMBs and large enterprises.

HP goes to market through its extensive channel network and directly with HP sales.

Ongoing key initiatives include design and deployment of A3 products and solutions for the copier and multifunction printer market, printer security solutions, PageWide solutions and award-winning JetIntelligence LaserJet products.

Home Printing Solutions delivers innovative printing products and solutions for the home and home business or small office customers utilizing both HP’s Ink and Laser technologies.

Initiatives such as Instant Ink and Continuous Ink Supply System provide business model innovation to benefit and expand HP’s existing customer base, while new innovations like Sprocket drive print relevance for a mobile generation.

Graphics Solutions offers large-format, commercial and industrial solutions to print service providers and packaging converters through the largest portfolio of printers and presses (HP DesignJet, HP Latex, HP Scitex, HP Indigo and HP PageWide Web Presses).

3D Printing delivers HP’s Multi-Jet Fusion 3D Printing Solution designed for prototyping and production of functional parts and functions on an open platform facilitating the development of new 3D printing materials.

Information with respect to this item may be found in Note 14, “Litigation and Contingencies” to the Consolidated Financial Statements in Item 8, which is incorporated herein by reference.

[removed: UNITED] [added: UNITED] STATES

SECURITIES AND EXCHANGE [removed: COMMISSION][added: COMMISSIONWashington, D.C. 20549]

[removed: Amendment] [added: (Amendment] No. [removed: 1][added: 1)]

| (Mark One) | | [removed: |]

| [removed: x |] [added: ☒] | [removed: ANNUAL] [added: ANNUAL] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] |

[removed: |] For the [removed: fiscal year] [added: Fiscal Year] ended October 31, [removed: 2017 | | |][added: 2019]

| [removed: o |] [added: ☐] | [removed: TRANSITION] [added: TRANSITION] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] |

| [added: |] For the transition period from to | [removed: | |]

[removed: |] Commission file number 1-4423 [removed: | | |]

[removed: (Exact] [added: HP INC.(Exact] name of registrant as specified in its charter)

| [removed: Delaware] (State or other jurisdiction of incorporation or organization) | [removed: | 94-1081436] (I.R.S. employer identification no.) |

| [removed: 1501] [added: 1501] Page Mill [removed: Road,] [added: Road] Palo Alto, [removed: California (Address of principal executive offices) |] [added: California] | [removed: 94304 (Zip code)] [added: 94304] |

[removed: | Registrant’s] [added: (650) 857-1501(Registrant’s] telephone number, including area [removed: code: (650) 857-1501 | | |][added: code)]

[removed: | Securities] [added: Securities] registered pursuant to Section [removed: 12(b)] [added: 12(g)] of the Act: [removed: | | |][added: None]

| [removed: Title] [added: Title] of each [removed: class] [added: class] | | [removed: Name] [added: Trading Symbol(s) | | Name] of each exchange on which [removed: registered] [added: registered] |

| Common stock, par value $0.01 per share | | [added: HPQ | |] New York Stock Exchange |

[removed: |] Securities registered pursuant to Section [removed: 12(g)] [added: 12(b)] of the [removed: Act: None | | |][added: Securities Exchange Act of 1934:]

Yes [removed: x] [added: ☒] No [removed: o][added: ☐]

Yes [removed: o] [added: ☐] No [removed: x][added: ☒]

Indicate by check mark whether the registrant has submitted electronically [removed: and posted on its corporate Web site, if any,] every Interactive Data File required to be submitted [removed: and posted] pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit [removed: and post] such files).

See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange [removed: Act.][added: Act]

| Large accelerated filer [removed: x] [added: ☒] | | Accelerated filer [removed: o] [added: ☐] | | Non-accelerated filer [removed: o (Do not check if a smaller reporting company)] [added: ☐] | | Smaller reporting company [removed: o] [added: ☐] | | Emerging growth company [removed: o] [added: ☐] |

The aggregate market value of the registrant’s common stock held by non-affiliates was [removed: $31,655,134,100] [added: $30,007,738,276] based on the last sale price of common stock on April 30, [removed: 2017.][added: 2019.]

The number of shares of HP Inc. common stock outstanding as of [removed: November 30, 2017] [added: January 31, 2020] was [removed: 1,645,228,387] [added: 1,433,345,730] shares.

[removed: | DOCUMENTS] [added: DOCUMENTS] INCORPORATED BY [removed: REFERENCE | | |][added: REFERENCE]

[removed: Form 10-K][added: FORM 10-K/A]

[added: | |] For the [removed: Fiscal Year] [added: fiscal year] ended [removed: October 31, 2017][added: |]

| | | [removed: Page] | [added: | Page |]

| [added: [PART IV](#partiv)] | [removed: PART I] | | [added: | [42](#partiv) |]

[removed: | |] PART [removed: II | |][added: III]

| [added: [PART III](#partiii)] | [removed: PART III] | | [added: | [1](#partiii) |]

| [removed: Item 10.] [added: [Item 10.](#item10)] | [added: |] [Directors, Executive Officers and Corporate [removed: Governance](#s788649D8B34B948F402A57199376D068)] [added: Governance](#item10)] | [removed: [122](#s788649D8B34B948F402A57199376D068)] | [added: [1](#item10) |]

| [removed: Item 11.] [added: [Item 11.](#item11)] | [added: |] [Executive [removed: Compensation](#sADF9B3FB68BB84EAD9EE57199398E6DB)] [added: Compensation](#item11)] | [removed: [122](#sADF9B3FB68BB84EAD9EE57199398E6DB)] | [added: [9](#item11) |]

| [removed: Item 12.] [added: [Item 12.](#item12)] | [added: |] [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#sE0947479963E1A7D34E6571993CA7BE1)] [added: Matters](#item12)] | [removed: [122](#sE0947479963E1A7D34E6571993CA7BE1)] | [added: [37](#item12) |]

| [removed: Item 13.] [added: [Item 13.](#item13)] | [added: |] [Certain Relationships and Related Transactions, and Director [removed: Independence](#sCAEE0B6B77F64F11D757571993ECBEAC)] [added: Independence](#item13)] | [removed: [122](#sCAEE0B6B77F64F11D757571993ECBEAC)] | [added: [39](#item13) |]

| [removed: Item 14.] [added: [Item 14.](#item14)] | [added: |] [Principal Accounting Fees and [removed: Services](#s046A3B6A64B375B0316D5719941CD57E)] [added: Services](#item14)] | [removed: [123](#s046A3B6A64B375B0316D5719941CD57E)] | [added: [41](#item14) |]

In this [removed: report on] Form [removed: 10-K, for all periods presented, “we”, “us”, “our”, “company”, “HP” and “HP Inc.”] [added: 10-K/A, unless the context indicates otherwise, the designations “HP,” the “Company,” “we,” “us” or “our”] refer to HP Inc. [removed: (formerly Hewlett-Packard Company)] and its consolidated subsidiaries.

[Table of Contents](#toc)

| | October 31, 2019 |

| | Or |


| Delaware | 94-1081436 |

| --- | --- |

| (Address of principal executive offices) | (Zip code) |

| --- | --- | --- | --- | --- |

Yes ☒ No ☐

Yes ☒ No ☐

Yes ☐ No ☒

None

[Table of Contents](#toc)

On December 12, 2019, HP Inc. filed its Annual Report on Form 10-K for the fiscal year ended October 31, 2019 (the “Original Form 10-K”).

HP Inc. is filing this Amendment No. 1 on Form 10-K/A (the “Form 10-K/A”) because it will not file its definitive proxy statement within 120 days after the end of its fiscal year ended October 31, 2019.

This Form 10-K/A amends and restates in its entirety Part III, Items 10 through 14 of the Original Form 10-K, to include information previously omitted from the Original Form 10-K in reliance on General Instruction G(3) to Form 10-K.

The reference on the cover page of the Original Form 10-K to the incorporation by reference of portions of HP Inc.’s definitive proxy statement into Part III of the Original Form 10-K is hereby deleted.

In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), certifications by HP’s principal executive officer and principal financial officer are filed as exhibits to this Form 10-K/A under Item 15 of Part IV hereof.

Because no financial statements have been included in this Form 10-K/A and this Form 10-K/A does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted.

We are not including the certifications under Section 906 of the Sarbanes-Oxley Act of 2002 as no financial statements are being filed with this Form 10-K/A.

Except as described above, this Form 10-K/A does not modify or update disclosure in, or exhibits to, the Original Form 10-K.

Furthermore, this Form 10-K/A does not change any previously reported financial results, nor does it reflect events occurring after the date of the Original Form 10-K.

Information not affected by this Form 10-K/A remains unchanged and reflects the disclosures made at the time the Original Form 10-K was filed.

Accordingly, this Form 10-K/A should be read in conjunction with the Original Form 10-K and our other filings with the Securities and Exchange Commission (the “SEC”).

Website Information

This document includes several website references.

The information on these websites is not part of this Form 10-K/A.

[Table of Contents](#toc)

| --- | --- | --- | --- | --- |

| [Item 15.](#item15) | | [Exhibits](#item15) | | [42](#item15) |

| [Signatures](#signature) | | | | [43](#signature) |

i

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10-K/A 1 hp-103117x10ka.htm 10-K/A

Washington, D.C. 20549

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| --- | --- | --- |

| Or | | |

HP INC.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

| | | | | | | | | |

| DOCUMENT DESCRIPTION | | 10-K PART |

| Portions of the Registrant’s proxy statement related to its 2017 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A within 120 days after Registrant’s fiscal year end of October 31, 2017 are incorporated by reference into Part III of this Report. | | III |

The sole purpose of this Amendment No. 1 to HP Inc.’s Annual Report on Form 10-K for the year ended October 31, 2017 (the “Form 10-K”) is to file Exhibit 101 with the Form 10-K in accordance with Rule 405 of Regulation S-T.

Due to a technical error, the eXtensible Business Reporting Language (“XBRL”) data associated with the Form 10-K was inadvertently omitted from that filing.

No other changes have been made to the Form 10-K, and this Amendment No. 1 does not modify or update in any way disclosures made in the original filing.

For ease of reference the entire Form 10-K, including all other exhibits filed therewith, are included with this amended filing.

Exhibit 101 consists of the following materials from the Form 10-K, filed with the Securities and Exchange Commission on December 14, 2017, formatted in XBRL:

| | |

| 101.INS | XBRL Instance Document |

| 101.SCH | XBRL Taxonomy Extension Schema Document |

| 101.CAL | XBRL Taxonomy Calculation Linkbase Document |

| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |

| 101.LAB | XBRL Taxonomy Extension Labels Linkbase Document |

| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |

| | [Forward-Looking Statements](#sA8F6A124E3B63207747957197CAFF53E) | [3](#sA8F6A124E3B63207747957197CAFF53E) |

| Item 1. | [Business](#s7392CC8CB03B3BD51359571956F1700A) | [4](#s7392CC8CB03B3BD51359571956F1700A) |

| Item 1A. | [Risk Factors](#sF4251715849DAB0EB8B657197D2E25FD) | [11](#sF4251715849DAB0EB8B657197D2E25FD) |

| Item 1B. | [Unresolved Staff Comments](#sC7683AB7F45A029C34E957197D65967C) | [26](#sC7683AB7F45A029C34E957197D65967C) |

| Item 2. | [Properties](#s2ECF4B307B45F4CC329F57197D7D7CF7) | [26](#s2ECF4B307B45F4CC329F57197D7D7CF7) |

| Item 3. | [Legal Proceedings](#s58284D59867F8402254D57197DBDEAA3) | [27](#s58284D59867F8402254D57197DBDEAA3) |

| Item 4. | [Mine Safety Disclosures](#s7D3F041F3F3083FBA5DA57197DD4C146) | [27](#s7D3F041F3F3083FBA5DA57197DD4C146) |

| Item 5. | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#sDCFB12275278E3BCCF3357195BF291B1) | [28](#sDCFB12275278E3BCCF3357195BF291B1) |

| Item 6. | [Selected Financial Data](#s0B69D680C923AC06BAE357197E4FB813) | [30](#s0B69D680C923AC06BAE357197E4FB813) |

| Item 7. | [Management's Discussion and Analysis of Financial Condition and Results of Operations](#s8763A40D6CCBC2C8383757197F2CA888) | [32](#s8763A40D6CCBC2C8383757197F2CA888) |

| Item 7A. | [Quantitative and Qualitative Disclosures about Market Risk](#sCFB5758470FEB24E1505571981BB440C) | [51](#sCFB5758470FEB24E1505571981BB440C) |

| Item 8. | [Financial Statements and Supplementary Data](#sB66D9C9ED1201C57B60D571981D98139) | [52](#sB66D9C9ED1201C57B60D571981D98139) |

| Item 9. | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#s75C010FC2D70CF138626571992F839C5) | [121](#s75C010FC2D70CF138626571992F839C5) |

| Item 9A. | [Controls and Procedures](#s09DAB73AB371282ECA2F571993057178) | [121](#s09DAB73AB371282ECA2F571993057178) |

| Item 9B. | [Other Information](#sBE3069BA8097E18270AA57199322C926) | [121](#sBE3069BA8097E18270AA57199322C926) |

| | PART IV | |

| Item 15. | [Exhibits and Financial Statement Schedules](#s6BC1F80DDB1D378C915F5719947167F0) | [124](#s6BC1F80DDB1D378C915F5719947167F0) |

| Item 16. | [Form 10-K Summary](#sD57116101D7115B920125719962180B2) | [131](#sD57116101D7115B920125719962180B2) |

The names of the executive officers of HP and their ages, titles and biographies as of the date hereof are incorporated by reference from Part I, Item 1, [removed: above.][added: of the Original Form 10-K.]

Executive Officers

Director Nominees

The biographies describe each Director nominee’s qualifications and relevant experience.

The biographies include key qualifications, skills, and attributes most relevant to the decision to nominate candidates to serve on the board at the upcoming annual meeting of HP’s stockholders.

| | | | | | | |

| --- | --- | --- | --- | --- | --- | --- |

|  | | Aida M. Alvarez | | | | |

| | Most Recent Role —Former Administrator, U.S. Small Business Administration & Cabinet Member | | Current Public Company Boards —HP —K12 Inc. —Fastly, Inc. —Oportun, Inc. | | Prior Public Company Boards —MUFG Americas Holdings Corporation —Wal-Mart Stores, Inc. —PacifiCare Health Systems Inc. | |

| Independent Director Age: 70 Director since: 2016 HP Board Committees: HRC, NGSR | | | | Qualifications: Prior Business and Other Experience —Founding Chair, Latino Community Foundation (since 2003) —Administrator, U.S. Small Business Administration (1997–2001) —Director, Office of Federal Housing Enterprise Oversight (1993–1997) —Vice President, First Boston Corporation and Bear Stearns & Co. (prior to 1993) Other Key Qualifications The Honorable Aida Alvarez brings to the Board a wealth of expertise in media, public affairs, finance, and government. She led important financial and government agencies and served in the Cabinet of U.S. President William J. Clinton where she provided strategic feedback to the President. She has also been a public finance executive, has chaired a prominent philanthropic organization and was an award-winning journalist. The Board also benefits from Ms. Alvarez’s knowledge of investment banking and finance. |

| --- | --- | --- | --- | --- |

|  GOVERNMENT  STRATEGY | |  FINANCE  ROBUST BUSINESS EXPERIENCE | | |

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| 2019 Form 10-K |  | ½ 1 |

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[Table of Contents](#toc)

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|  | | Shumeet Banerji | | | | |

| | Current Role —Co-founder and Partner of Condorcet, LP, an advisory and investment firm that specializes in developing early stage companies (since 2013) | | Current Public Company Boards —HP —Reliance Industries Limited | | Prior Public Company Boards —Innocoll AG | |

| Independent Director Age: 60 Director since: 2011 HP Board Committees: HRC, NGSR _(Chair)_ | | | | Qualifications: Prior Business and Other Experience —Senior Partner, Booz & Company, a consulting company (May 2012–March 2013) —Chief Executive Officer, Booz & Company (July 2008–May 2012) —President of the Worldwide Commercial Business, Booz Allen Hamilton (February 2008–July 2008) —Managing Director, Europe, Booz Allen Hamilton (2007–2008) —Managing Director, United Kingdom, Booz Allen Hamilton (2003–2007) —Faculty, University of Chicago Graduate School of Business Other Key Qualifications Mr. Banerji brings to the Board a robust understanding of the issues facing companies and governments in both mature and emerging markets around the world through his two decades of work with Booz & Company. In particular, Mr. Banerji has valuable experience in addressing a variety of complex issues ranging from corporate strategy, organizational structure, governance, transformational change, operational performance improvement, and merger integration. As CEO of Booz & Company, Mr. Banerji oversaw the separation of Booz & Company from Booz Allen Hamilton. During his career at Booz Allen Hamilton and Booz & Company, he has advised numerous companies on restructuring and M&A, particularly in mature industries. He is the co-author of Cut Costs, Grow Stronger, published by Harvard Business Press in 2009. |

| --- | --- | --- | --- | --- |

|  CAPITAL ALLOCATION  FINANCE  ROBUST BUSINESS EXPERIENCE | |  INTERNATIONAL BUSINESS  STRATEGIC TRANSACTIONS; M&A  STRATEGY | | |

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| --- | --- | --- | --- | --- | --- | --- |

|  | | Robert R. Bennett | | | | |

| | Current Role —Managing Director, Hilltop Investments, LLC, a private investment company (since 2005) | | Current Public Company Boards —HP —Discovery Communications, Inc. —Liberty Media Corporation | | Prior Public Company Boards —Sprint Corporation —Demand Media, Inc. —Discovery Holding Company —Liberty Interactive Corporation —Sprint Nextel Corporation | |

| Independent Director Age: 61 Director since: 2013 HP Board Committees: Audit, FIT _(Chair)_ | | | | Qualifications: Prior Business and Other Experience —President, Discovery Holding Company (2005–2008) —President and Chief Executive Officer, Liberty Media Corporation (prior to 2005) Other Key Qualifications Mr. Bennett brings to the Board in-depth knowledge of the media and telecommunications industry and his knowledge of the capital markets and other financial and operational matters from his experience as the president and chief executive officer of another public company. Additionally, as a result of his positions at Liberty Media, Mr. Bennett brings experience leading organizations through significant strategic transactions, including acquisitions, divestitures and integration. Mr. Bennett also has an in-depth understanding of finance and has held various financial management positions during his career including serving as CFO of a public company. He also contributes valuable insight to the Board due to his experience serving on the boards of both public and private companies. |

| --- | --- | --- | --- | --- |

|  CAPITAL ALLOCATION  FINANCE  ROBUST BUSINESS EXPERIENCE  INTERNATIONAL BUSINESS | |  OPERATIONS  STRATEGIC TRANSACTIONS; M&A  STRATEGY | | |

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The following information is included in HP’s Proxy Statement related to its 2018 Annual Meeting of Stockholders to be filed within 120 days after HP’s fiscal year end of October 31, 2017 (the “Proxy Statement”) and is incorporated herein by reference:

| | |

| --- | --- |

| • | Information regarding directors of HP who are standing for reelection and any persons nominated to become directors of HP is set forth under “Corporate Governance—Management Proposal No. 1 Election of Directors.” |

| • | Information regarding HP’s Audit Committee and designated “audit committee financial experts” is set forth under “Corporate Governance—Management Proposal No. 1 Election of Directors—Board Committees and Committee Composition—Audit Committee.” |

| • | Information on HP’s code of business conduct and ethics for directors, officers and employees, also known as the “Standards of Business Conduct”, is set forth under “Corporate Governance—Management Proposal No. 1 Election of Directors—Code of Conduct” and information on HP’s Corporate Governance Guidelines is set forth under “—Corporate Governance Highlights”, “—Director Nominees and Director Nominees’ Experience and Qualifications” and “—Director Independence.” |

| • | Information regarding Section 16(a) beneficial ownership reporting compliance is set forth under “Ownership of Our Stock—Section 16(a) Beneficial Ownership Reporting Compliance.” |

Compensation Discussion and Analysis

Introduction

This Compensation Discussion and Analysis describes our executive compensation philosophy and program, the compensation decisions the HR and Compensation (“HRC”) Committee has made under the program, and the considerations in making those decisions in fiscal 2019.

Named Executive Officers

Our NEOs for fiscal 2019 are:

| ● | Dion J. Weisler, former President and CEO; |

| ● | Steven J. Fieler, Chief Financial Officer; |

| ● | Enrique J. Lores, President and CEO and former President, Imaging, Printing and Solutions; |

| ● | Kim M. Rivera, President, Strategy and Business Management and Chief Legal Officer; and |

| ● | Alex Cho, President, Personal Systems. |

Following the end of fiscal 2019, Mr. Weisler stepped down as our President and CEO on November 1, 2019, and Mr. Lores was appointed to the role.

Upon stepping down from such positions, Mr. Weisler continues to be employed by the Company as Senior Executive Advisor, a non-executive officer role, through our 2020 Annual Meeting of Stockholders.

Mr. Weisler will also continue to serve as a member of the Board of Directors until the Company’s 2020 Annual Meeting of Stockholders.

Executive Summary

The HRC Committee continues to review and refine our compensation programs to support our evolving business strategy and attract high caliber executive talent.

The HRC Committee’s assessment includes regular stockholder engagement and consideration of stockholder feedback.

HP’s fiscal 2019 executive compensation structure remained the same as its fiscal 2018 program.

Below are brief highlights of key compensation decisions with respect to NEOs:

*We provided competitive target pay opportunities, where amounts and mix were consistent with peers and stable year over year.*

Target total direct compensation (“TDC”) consists of base salary, percent-of-salary target annual incentives that would be earned for achieving 100% of goals, and long-term incentive grant-date value.

NEO base salaries were unchanged for fiscal 2019, except a 7.4% promotional increase for Ms. Rivera upon being appointed President, Strategy and Business Management in addition to her ongoing role as Chief Legal Officer and Secretary, plus a 3.6% market adjustment for Mr. Weisler, HP’s President and CEO.

Target annual incentives were unchanged at 200% of salary for Mr. Weisler and 125% of salary for each of the other NEOs.

Regular long-term incentive grant values increased moderately consistent with the market.

*We aligned real pay delivery with performance through rigorous goal setting and performance measurement.*

While our target TDC opportunities reflect market practice, our real pay delivery reflects performance.

Annual incentives reward short-term performance measured against applicable enterprise-wide, business unit, and individual goals.

Goals were set for the overall Company and businesses against internal budgets for revenues, net earnings/profit, and free cash flow as a percent of revenue.

Non-financial individual performance goals under the Management by Objectives (“MBO”) program were set for each NEO.

Meanwhile, regular annual long-term incentive grants were approximately 60% in PARSUs that reward strategic performance measured by relative TSR compared to the S&P 500 and EPS measured in two and three year overlapping segments as explained on pages 16-18; the remaining 40% is in RSUs that are primarily for ownership and retention with the delivered value tied to stock price and reinvested dividend equivalents.

*NEOs earned annual incentives averaging 117.2% of target for fiscal 2019.* Individual bonuses varied from 93.2% to 150.7% of target and HP’s President & CEO was at 111.5%.

The Company achieved above-target results with respect to HP net earnings/profit and free cash flow margin.

Revenue results were below target.

Further, NEOs successfully delivered against their MBOs as detailed on pages 15-16.

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_NEOs received payout for Segment 1 FY18 and Segment 2 FY17 PARSUs (measurement periods ending in fiscal 2019)._ EPS FY18 and EPS FY19 were above target.

Fiscal 2017-2019 relative TSR approximated the 35th percentile of the S&P 500.

The following information is included in the Proxy Statement and is incorporated herein by reference:

| • | Information regarding HP’s compensation of its named executive officers is set forth under “Executive Compensation.” |

| • | Information regarding HP’s compensation of its directors is set forth under “Corporate Governance—Management Proposal No. 1 Election of Directors—Director Compensation and Stock Ownership Guidelines.” |

| • | The report of HP’s HR and Compensation Committee is set forth under “Executive Compensation—Management Proposal No. 3 Advisory Vote to Approve Executive Compensation—HR and Compensation Committee Report on Executive Compensation.” |

Equity Compensation Plan Information

The following table summarizes our equity compensation plan information as of October 31, 2019.

| | PLAN CATEGORY | | COMMON SHARES TO BE ISSUED UPON EXERCISE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS(1) (A) | | | WEIGHTED-AVERAGE EXERCISE PRICE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS(2) (B) | | COMMON SHARES AVAILABLE FOR FUTURE ISSUANCE UNDER EQUITY COMPENSATION PLANS (EXCLUDING SECURITIES REFLECTED IN COLUMN (A)) (C) | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | Equity compensation plans approved by HP stockholders | | 36,472,053 | (3) | | $15.4187 | | 265,135,483 | (4) | |

| | Equity compensation plans not approved by HP stockholders | | — | | | — | | — | | |

| | Total | | 36,472,053 | | | $15.4187 | | 265,135,483 | | |

| (1) | This column does not reflect awards of options and RSUs assumed in acquisitions where the plans governing the awards were not available for future awards as of October 31, 2019. As of October 31, 2019, there were no individual awards of options or RSUs outstanding pursuant to awards assumed in connection with acquisitions and granted under such plans. |

| (2) | This column does not reflect the exercise price of shares underlying the assumed options referred to in footnote (1) to this table or the purchase price of shares to be purchased pursuant to the HP Inc. 2011 Employee Stock Purchase Plan (the “2011 ESPP”) or the legacy HP Employee Stock Purchase Plan (the “Legacy ESPP”). In addition, the weighted-average exercise price does not take into account the shares issuable upon vesting of outstanding awards of RSUs and PARSUs, which have no exercise price. |

| | |

| (3) | Includes awards of options and RSUs outstanding under the 2004 Plan and 2011 ESPP. Also includes awards of PARSUs representing 4,465,608 shares that may be issued under the 2004 Plan. Each PARSU award reflects a target number of shares that may be issued to the award recipient. HP determines the actual number of shares the recipient receives at the end of a three-year performance period based on results achieved compared with Company performance goals and stockholder return relative to the market. The actual number of shares that a grant recipient receives at the end of the period may range from 0% to 200% of the target number of shares. |

| | |

| (4) | Includes (i) 184,508,645 shares available for future issuance under the 2004 Plan; (ii) 76,534,847 shares available for future issuance under the 2011 ESPP; (iii) 2,725,611 shares available for future issuances under the Legacy ESPP, a plan under which employee stock purchases are no longer made; and (iv) 1,366,380 shares are reserved for issuance under our Service Anniversary Stock Plan, a plan under which awards are no longer granted. Taking into account the enumerated unavailable shares from the Legacy ESPP and the Service Anniversary Stock Plan, a total of 265,135,483 shares were available for future grants as of October 31, 2019. |

Common Stock Ownership of Certain Beneficial Owners and Management

The following table sets forth information as of December 31, 2019 (or as of the date otherwise indicated below) concerning beneficial ownership by:

| ● | holders of more than 5% of HP’s outstanding shares of common stock; |

| | |

| ● | our Directors and nominees; |

| | |

| ● | each of the named executive officers listed in the Summary Compensation Table on page 23; and |

| | |

| ● | all of our Directors and executive officers as a group. |

The information provided in the table is based on our records, information filed with the SEC and information provided to HP, except where otherwise noted.

The number of shares beneficially owned by each entity or individual is determined under SEC rules, and the information is not necessarily indicative of beneficial ownership for any other purpose.

Under such rules, beneficial ownership includes any shares as to which the entity or individual has sole or shared voting or investment power and also any shares that the entity or individual has the right to acquire as of March 1, 2020 (60 days after December 31, 2019) through the exercise of any stock options, through the vesting/settlement of RSUs payable in shares, or upon the exercise of other rights.

Beneficial ownership excludes options or other rights vesting after March 1, 2020

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[Table of Contents](#toc)

and any RSUs vesting/settling, as applicable, on or before March 1, 2020 that may be payable in cash or shares at HP’s election.

Unless otherwise indicated, each person has sole voting and investment power (or shares such power with his or her spouse) with respect to the shares set forth in the following table.

Beneficial Ownership Table

| | NAME OF BENEFICIAL OWNER | | SHARES OF COMMON STOCK BENEFICIALLY OWNED | | PERCENT OF COMMON STOCK OUTSTANDING | |

| --- | --- | --- | --- | --- | --- | --- |

| | Dodge & Cox(1) | | 146,883,601 | | 10.1% | |

| | BlackRock, Inc.(2) | | 99,903,361 | | 6.9% | |

| | The Vanguard Group(3) | | 129,732,144 | | 8.9% | |

| | Aida M. Alvarez | | 50,698 | | * | |

The following information is included in the Proxy Statement and is incorporated herein by reference:

| • | Information regarding security ownership of certain beneficial owners, directors and executive officers is set forth under “Ownership of Our Stock—Common Stock Ownership of Certain Beneficial Owners and Management.” |

| • | Information regarding HP’s equity compensation plans, including both stockholder approved plans and non-stockholder approved plans, is set forth in the section entitled “Executive Compensation—Management Proposal No. 3 Advisory Vote to Approve Executive Compensation—Equity Compensation Plan Information.” |

Director Independence

Our Corporate Governance Guidelines, which are available on our website at _https://investor.hp.com/governance/governance-documents/default.aspx_, provide that a substantial majority of the Board will consist of independent Directors and that the Board can include no more than three Directors who are not independent Directors.

The independence standards can be found as Exhibit A to our Corporate Governance Guidelines.

Our Director independence standards are consistent with, and in some respects more stringent than, the NYSE director independence standards.

In addition, each member of the Audit Committee meets the heightened independence standards required for audit committee members under the applicable listing and SEC standards and each member of the HRC Committee meets the heightened independence standards required for compensation committee members under the applicable listing standards and SEC standards.

Under our Corporate Governance Guidelines, a Director will not be considered independent in the following circumstances:

| ● | The Director is, or has been within the last three years, an employee of HP, or an immediate family member of the Director is, or has been within the last three years, an executive officer of HP. |

| ● | The Director has been employed as an executive officer of HP, its subsidiaries or affiliates within the last five years. |

| ● | The Director has received, or has an immediate family member who has received, during any twelve-month period within the last three years, more than $120,000 in direct compensation from HP, other than compensation for Board service, compensation received by a Director’s immediate family member for service as a non-executive employee of HP, and pension or other forms of deferred compensation for prior service with HP that is not contingent on continued service. |

| ● | (A) The Director or an immediate family member is a current partner of the firm that is HP’s internal or external auditor; (B) the Director is a current employee of such a firm; (C) the Director has an immediate family member who is a current employee of such a firm and who personally worked on HP’s audit; or (D) the Director or an immediate family member was within the last three years (but is no longer) a partner or employee of such a firm and personally worked on HP’s audit within that time. |

| ● | The Director or an immediate family member is, or has been in the past three years, employed as an executive officer of another company where any of HP’s present executive officers at the same time serves or has served on that company’s compensation committee. |

| ● | The Director is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments from, HP for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or 2% of such other company’s consolidated gross revenues. |

| ● | The Director is affiliated with a charitable organization that receives significant contributions from HP. |

| ● | The Director has a personal services contract with HP or an executive officer of HP. |

For these purposes, an “immediate family” member includes a person’s spouse, parents, stepparents, children, step-children, siblings, mother and father-in-law, sons and daughters-in-law, brothers and sisters-in-law, and anyone (other than domestic employees) who shares the Director’s home.

In determining independence, the Board reviews whether Directors have any material relationship with HP.

An independent Director must not have any material relationship with HP, either directly or as a partner, stockholder or officer of an organization that has a relationship with HP, nor any relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a Director.

In assessing the materiality of a Director’s relationship to HP, the Board considers all relevant facts and circumstances, including consideration of the issues from the Director’s standpoint and from the perspective of the persons or organizations with which the Director has an affiliation, and is guided by the standards set forth above.

In making its independence determinations, the Board considered transactions occurring since the beginning of fiscal 2017 between HP and entities associated with the independent Directors or their immediate family members.

In addition to the transactions described below under “Fiscal 2019 Related-Person Transactions,” if any, the Board’s independence determinations included consideration of the following transactions:

Current Directors:

| ● | Mr. Bergh has served as President and Chief Executive Officer and a Director of Levi Strauss & Co. since September 2011. HP has entered into transactions for the purchase and sale of goods and services in the ordinary course of its business during the past three fiscal years with Levi Strauss & Co. The amount that HP paid in each of the last three fiscal years to Levi Strauss & Co., and the amount received in each fiscal year by HP from Levi Strauss & Co., did not, in any of the previous three fiscal years, exceed the greater of $1 million or 2% of either company’s consolidated gross revenues. |

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[Table of Contents](#toc)

| ● | Mr. Clemmer has served as Chief Executive Officer and Executive Director of NXP Semiconductors N.V. since January 2009. HP has entered into transactions for the purchase and sale of goods and services in the ordinary course of its business during the past three fiscal years with NXP Semiconductors N.V. The amount that HP paid in each of the last three fiscal years to NXP Semiconductors N.V.,and the amount received in each fiscal year by HP from NXP Semiconductors N.V., did not, in any of the previous three fiscal years, exceed the greater of $1 million or 2% of either company’s consolidated gross revenues. |

| --- | --- |

| ● | Mr. Suresh has served as President of Nanyang Technological University since January 2018. HP has entered into transactions for the purchase and sale of goods and services in the ordinary course of its business during the past three fiscal years with Nanyang Technological University. The amount that HP paid in each of the last three fiscal years to Nanyang Technological University, and the amount received in each fiscal year by HP from Nanyang Technological University, did not, in any of the previous three fiscal years, exceed the greater of $1 million or 2% of either entity’s consolidated gross revenues. |

| ● | Ms. Matsuoka served as Vice President, Healthcare at Google, a subsidiary of Alphabet, from 2018 to October 2019. HP has entered into transactions for the purchase and sale of goods and services in the ordinary course of its business during the past three fiscal years with Google and Alphabet. The amount that HP paid in each of the last three fiscal years to Google and Alphabet, and the amount received in each fiscal year by HP from Google and Alphabet, did not, in any of the previous three fiscal years, exceed the greater of $1 million or 2% of either company’s consolidated gross revenues. |

| ● | Ms. Matsuoka has served as Division CEO at Panasonic since October 2019. HP has entered into transactions for the purchase and sale of goods and services in the ordinary course of its business during the past three fiscal years with Panasonic. The amount that HP paid in each of the last three fiscal years to Panasonic, and the amount received in each fiscal year by HP from Panasonic, did not, in any of the previous three fiscal years, exceed the greater of $1 million or 2% of either company’s consolidated gross revenues. |

| ● | Each of Mr. Banerji, Mr. Bennett, Ms. Brown-Philpot, Dr. Burns, Ms. Citrino, Ms. Matsuoka, and Mr. Mobley, or one of their immediate family members, is a non-employee director, trustee or advisory board member of another company that did business with HP at some time during the past three fiscal years. These business relationships were as a supplier or purchaser of goods or services in the ordinary course of business. |

As a result of this review, the Board has determined the transactions described above and below under “Fiscal 2019 Related-Person Transactions,” if any, would not interfere with the Director’s exercise of independent judgment in carrying out the responsibilities of a Director.

The Board has also determined that, with the exception of Messrs.

Lores and Weisler, (i) each of HP’s remaining Directors, including Ms. Alvarez, Mr. Banerji, Mr. Bennett, Mr. Bergh, Ms. Brown-Philpot, Dr. Burns, Ms. Citrino, Mr. Clemmer, Ms. Matsuoka, Mr. Mobley and Mr. Suresh, and (ii) each of the members of the Audit Committee, the HRC Committee and the NGSR Committee, has (or had) no material relationship with HP (either directly or as a partner, stockholder or officer of an organization that has a relationship with HP) and is (or was) independent within the meaning of the NYSE and our Director independence standards.

The Board has determined that Mr. Lores is not independent because of his status as our current President and CEO, and Mr. Weisler is not independent due to his prior service as our President and CEO until November 1, 2019 and his subsequent role as Senior Executive Advisor to the Company.

Related Person Transactions Policies and Procedures

Related Person Transactions Policy

We have adopted a written policy for approval of transactions between us and our non-employee Directors, Director nominees, executive officers, beneficial owners of more than 5% of HP’s stock, and their respective immediate family members where the amount involved in the transaction exceeds or is expected to exceed $100,000 in a single calendar year.

The following information is included in the Proxy Statement and is incorporated herein by reference:

| | |

| • | Information regarding transactions with related persons is set forth under “Corporate Governance—Management Proposal No. 1 Election of Directors—Fiscal 2016 Related Person Transactions.” |

| • | Information regarding director independence is set forth under “Corporate Governance—Management Proposal No. 1 Election of Directors—Director Independence.” |

Principal Accountant Fees and Services

Fees incurred by HP for Ernst & Young LLP

The following table shows the fees paid or accrued by HP for audit and other services provided by Ernst & Young LLP for fiscal 2019 and 2018.

All fees paid to Ernst & Young LLP were pre-approved in accordance with the pre-approval policy, as discussed below.

| | | | 2019 | | 2018 | |

| --- | --- | --- | --- | --- | --- | --- |

| | | | IN MILLIONS | | | |

| | Audit Fees(1) | | $15.9 | | $15.9 | |

| | Audit-Related Fees(2) | | $2.4 | | $3.3 | |

| | Tax Fees(3) | | $2.9 | | $4 | |

| | All Other Fees(4) | | $— | | $0.2 | |

| | Total | | $21.2 | | $23.4 | |

| | |

| --- | --- |

| (1) | Audit fees represent fees for professional services provided in connection with the audit of our financial statements and review of our quarterly financial statements and audit services provided in connection with other statutory or regulatory filings. |

| | |

| (2) | Audit-related fees for fiscal 2019 consisted primarily of accounting consultations, employee benefit plan audits and other attestation services. Audit-related fees for fiscal 2018 consisted primarily of accounting consultations, employee benefit plan audits, and other attestation services. |

| | |

| (3) | Tax fees consisted primarily of tax advice and tax planning fees of $650,000 and $1.6 million for fiscal 2019 and fiscal 2018, respectively. For fiscal 2019 and fiscal 2018, tax fees also included tax compliance fees of $2.2 million and $2.3 million, respectively. |

| | |

| (4) | For fiscal 2018, all other fees included primarily advisory service fees. |

Pre-Approval of Audit and Non-Audit Services Policy

The Audit Committee has delegated to the Chair of the Audit Committee the authority to pre-approve audit-related and non-audit services not prohibited by law to be performed by our independent registered public accounting firm and associated fees up to a maximum for any one service of $250,000, provided that the chair shall report any decisions to pre-approve services and fees to the full Audit Committee at its next regular meeting.

| | | |

| --- | --- | --- |

| 2019 Form 10-K |  | ½ 41 |

| | | |

[Table of Contents](#toc)

Information regarding principal accounting fees and services is set forth under “Audit Matters—Management Proposal No. 2 Ratification of Independent Registered Public Accounting Firm—Principal Accounting Fees and Services” in the Proxy Statement, which information is incorporated herein by reference.

[removed: | (a) |] The following documents are [removed: filed] [added: included] as [removed: part of] [added: exhibits to] this [removed: report: |][added: Form 10-K/A.]

| [removed: 32] [added: [(31.1)#](https://www.sec.gov/Archives/edgar/data/47217/000120677420000632/hpq3726921-ex311.htm)] | | [Certification [removed: of Chief Executive Officer and Chief Financial Officer pursuant] [added: Pursuant] to 18 U.S.C. [added: Section] 1350, as [removed: adopted pursuant] [added: Adopted Pursuant] to Section [removed: 906] [added: 302] of the Sarbanes-Oxley Act of [removed: 2002.††](https://www.sec.gov/Archives/edgar/data/47217/000004721717000045/hp-103117xex322.htm) | | | | | | | | |] [added: 2002.](https://www.sec.gov/Archives/edgar/data/47217/000120677420000632/hpq3726921-ex311.htm)] |

[removed: †] [added: | # |] Filed herewith. [added: |]

| | | [removed: Catherine A. Lesjak Chief] [added: | | *Chief] Financial [removed: Officer] [added: Officer*] |

Those exhibits incorporated by reference are indicated as such in the parenthetical following the description.

All other exhibits are included herewith.

| [(31.2)#](https://www.sec.gov/Archives/edgar/data/47217/000120677420000632/hpq3726921-ex312.htm) | | [Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.](https://www.sec.gov/Archives/edgar/data/47217/000120677420000632/hpq3726921-ex312.htm) |

| (104)# | | The cover page from this Amendment No. 1 on Form 10-K/A, formatted in Inline XBRL. |

| | | |

| --- | --- | --- |

| 42 ½ |  | 2019 Form 10-K |

| | | |

[Table of Contents](#toc)

| Date: February 27, 2020 | | HP INC. | | |

| | | By: | | /s/ STEVE FIELER |

| | | | | Steve Fieler |

| | | |

| --- | --- | --- |

| 2019 Form 10-K |  | ½ 43 |

| | | |

| | |

| --- | --- |

1.All Financial Statements:

The following financial statements are filed as part of this report under Item 8—“Financial Statements and Supplementary Data.”

| [Reports of Independent Registered Public Accounting Firm](#s868326C225BD4FDB1B7A571981FDFE28) | [53](#s868326C225BD4FDB1B7A571981FDFE28) |

| [Management's Report on Internal Control Over Financial Reporting](#s615563A28F586D2B977D571982390C9D) | [55](#s615563A28F586D2B977D571982390C9D) |

| [Consolidated Statements of Earnings](#sB8E2ABF214AC8CFE45C0571943ADA668) | [56](#sB8E2ABF214AC8CFE45C0571943ADA668) |

| [Consolidated Statements of Comprehensive Income](#s7B1DB06803E6A8C2F4D9571943DDDAA8) | [57](#s7B1DB06803E6A8C2F4D9571943DDDAA8) |

| [Consolidated Balance Sheets](#s3FEBEAA12804E1FF91AE571944003329) | [58](#s3FEBEAA12804E1FF91AE571944003329) |

| [Consolidated Statements of Cash Flows](#s8388E179045CD8EFB3AC5719442D7CE1) | [59](#s8388E179045CD8EFB3AC5719442D7CE1) |

| [Consolidated Statements of Stockholders' (Deficit) Equity](#s2ECC4EC2432E67BF331557194479380B) | [60](#s2ECC4EC2432E67BF331557194479380B) |

| [Notes to Consolidated Financial Statements](#sD2D3AFF2B8F90E93AB6B57198594A31D) | [61](#sD2D3AFF2B8F90E93AB6B57198594A31D) |

| [Quarterly Summary](#sE890177FD5E5775D39545719929DF34B) | [119](#sE890177FD5E5775D39545719929DF34B) |

| 2. | Financial Statement Schedules: |

All schedules are omitted as the required information is not applicable or the information is presented in the Consolidated Financial Statements and notes thereto in Item 8 above.

3.Exhibits:

HP INC. AND SUBSIDIARIES

EXHIBIT INDEX

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Exhibit Number | | Exhibit Description | | Form | | File No. | | Exhibit(s) | | | Filing Date |

| 2(a) | | [Separation and Distribution Agreement, dated as of October 31, 2015, by and among Hewlett-Packard Company, Hewlett Packard Enterprise Company and the Other Parties Thereto.](http://www.sec.gov/Archives/edgar/data/47217/000119312515368382/d86365dex21.htm) | | 8-K | | 001-04423 | | 2.1 | | | November 5, 2015 |

| 2(b) | | [Transition Services Agreement, dated as of November 1, 2015, by and between Hewlett-Packard Company and Hewlett Packard Enterprise Company.](http://www.sec.gov/Archives/edgar/data/47217/000119312515368382/d86365dex22.htm) | | 8-K | | 001-04423 | | 2.2 | | | November 5, 2015 |

| 2(c) | | [Tax Matters Agreement, dated as of October 31, 2015, by and between Hewlett-Packard Company and Hewlett Packard Enterprise Company.](http://www.sec.gov/Archives/edgar/data/47217/000119312515368382/d86365dex23.htm) | | 8-K | | 001-04423 | | 2.3 | | | November 5, 2015 |

| 2(d) | | [Employee Matters Agreement, dated as of October 31, 2015, by and between Hewlett-Packard Company and Hewlett Packard Enterprise Company.](http://www.sec.gov/Archives/edgar/data/47217/000119312515368382/d86365dex24.htm) | | 8-K | | 001-04423 | | 2.4 | | | November 5, 2015 |

| 2(e) | | [Real Estate Matters Agreement, dated as of October 31, 2015, by and between Hewlett-Packard Company and Hewlett Packard Enterprise Company.](http://www.sec.gov/Archives/edgar/data/47217/000119312515368382/d86365dex25.htm) | | 8-K | | 001-04423 | | 2.5 | | | November 5, 2015 |

| 2(f) | | [Master Commercial Agreement, dated as of November 1, 2015, by and between Hewlett-Packard Company and Hewlett Packard Enterprise Company.](http://www.sec.gov/Archives/edgar/data/47217/000119312515368382/d86365dex26.htm) | | 8-K | | 001-04423 | | 2.6 | | | November 5, 2015 |

| 2(g) | | [Information Technology Service Agreement, dated as of November 1, 2015, by and between Hewlett-Packard Company and HP Enterprise Services, LLC.](http://www.sec.gov/Archives/edgar/data/47217/000119312515368382/d86365dex27.htm) | | 8-K | | 001-04423 | | 2.7 | | | November 5, 2015 |

| 3(a) | | [Registrant’s Certificate of Incorporation.](http://www.sec.gov/Archives/edgar/data/47217/0000047217-98-000019.txt) | | 10-Q | | 001-04423 | | 3(a) | | | June 12, 1998 |

| 3(b) | | [Registrant’s Amendment to the Certificate of Incorporation.](http://www.sec.gov/Archives/edgar/data/47217/000091205701007696/a2040165zex-3_b.txt) | | 10-Q | | 001-04423 | | 3(b) | | | March 16, 2001 |

| 3(c) | | [Registrant’s Certificate of Amendment to the Certificate of Incorporation.](http://www.sec.gov/Archives/edgar/data/47217/000119312515350839/d84170dex32.htm) | | 8-K | | 001-04423 | | 3.2 | | | October 22, 2015 |

| 3(d) | | [Registrant’s Certificate of Amendment to the Certificate of Incorporation.](http://www.sec.gov/Archives/edgar/data/47217/000004721716000068/ex3-1_42016.htm) | | 8-K | | 001-04423 | | 3.1 | | | April 7, 2016 |

| 3(e) | | [Registrant’s Amended and Restated Bylaws.](http://www.sec.gov/Archives/edgar/data/47217/000119312517236541/d415193dex31.htm) | | 8-K | | 001-04423 | | 3.2 | | | July 26, 2017 |

| 4(a) | | [Form of Senior Indenture.](http://www.sec.gov/Archives/edgar/data/47217/000004721716000095/ex41.htm) | | S-3 | | 333-134327 | | 4.1 | | | December 15, 2016 |

| 4(b) | | [Form of Subordinated Indenture.](http://www.sec.gov/Archives/edgar/data/47217/000004721716000095/ex42.htm) | | S-3 | | 333-30786 | | 4.2 | | | December 15, 2016 |

| 4(c) | | Form of Registrant’s 3.750% Global Note due December 1, 2020 and form of related Officers’ Certificate. | | 8-K | | 001-04423 | | [4.2](http://www.sec.gov/Archives/edgar/data/47217/000110465910060931/a10-22326_1ex4d2.htm) and [4.3](http://www.sec.gov/Archives/edgar/data/47217/000110465910060931/a10-22326_1ex4d3.htm) | | | December 2, 2010 |

| 4(d) | | Form of Registrant’s 4.300% Global Note due June 1, 2021 and form of related Officers’ Certificate. | | 8-K | | 001-04423 | | [4.5](http://www.sec.gov/Archives/edgar/data/47217/000110465911032677/a11-13596_1ex4d5.htm) and [4.6](http://www.sec.gov/Archives/edgar/data/47217/000110465911032677/a11-13596_1ex4d6.htm) | | | June 1, 2011 |

| 4(e) | | Form of Registrant’s 4.375% Global Note due September 15, 2021 and 6.000% Global Note due September 15, 2041 and form of related Officers’ Certificate. | | 8-K | | 001-04423 | | [4.4](http://www.sec.gov/Archives/edgar/data/47217/000119312511250713/d233385dex44.htm), [4.5](http://www.sec.gov/Archives/edgar/data/47217/000119312511250713/d233385dex45.htm) and [4.6](http://www.sec.gov/Archives/edgar/data/47217/000119312511250713/d233385dex46.htm) | | | September 19, 2011 |

| 4(f) | | Form of Registrant’s 4.650% Global Note due December 9, 2021 and related Officers’ Certificate. | | 8-K | | 001-04423 | | [4.3](http://www.sec.gov/Archives/edgar/data/47217/000110465911068991/a11-31142_7ex4d3.htm) and [4.4](http://www.sec.gov/Archives/edgar/data/47217/000110465911068991/a11-31142_7ex4d4.htm) | | | December 12, 2011 |

| 4(g) | | Form of Registrant’s 4.050% Global Note due September 15, 2022 and related Officers’ Certificate. | | 8-K | | 001-04423 | | [4.2](http://www.sec.gov/Archives/edgar/data/47217/000110465912017553/a12-6434_6ex4d2.htm) and [4.3](http://www.sec.gov/Archives/edgar/data/47217/000110465912017553/a12-6434_6ex4d3.htm) | | | March 12, 2012 |

None.

As of October 31, 2017, we owned or leased approximately 20.3 million square feet of space worldwide, a summary of which is provided below.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | |

| | Fiscal year ended October 31, 2017 | | | | | | | |

| | Owned | | | Leased | | | Total | |

| | (square feet in millions) | | | | | | | |

| Administration and support | 3.6 | | | 5.2 | | | 8.8 | |

| (Percentage) | 40 | % | | 60 | % | | 100 | % |

| Core data centers, manufacturing plants, research and development facilities and warehouse operations | 2.0 | | | 6.0 | | | 8.0 | |

| (Percentage) | 25 | % | | 75 | % | | 100 | % |

| Total(1) | 5.6 | | | 11.2 | | | 16.8 | |

| (Percentage) | 33 | % | | 67 | % | | 100 | % |

| | |

| --- | --- |

| (1) | Excludes 3.5 million square feet of vacated space, of which 1.9 million square feet is leased to third parties. |

We believe that our existing properties are in good condition and are suitable for the conduct of our business.

Each of our segments Personal Systems, Printing and Corporate Investments, uses each of the properties at least in part, and we retain the flexibility to use each of the properties in whole or in part for each of the segments.

Principal Executive Offices

Our principal executive offices, including our global headquarters, are located at 1501 Page Mill Road, Palo Alto, California, United States.

Headquarters of Geographic Operations

The locations of our geographic headquarters are as follows:

| | | | | |

| --- | --- | --- | --- | --- |

| | | | | |

| Americas | | Europe, Middle East, Africa | | Asia Pacific |

| Palo Alto, United States | | Geneva, Switzerland | | Singapore |

Product Development and Manufacturing

The locations of our major product development, manufacturing, data centers and HP Labs facilities are as follows:

| | | |

| --- | --- | --- |

| | | |

| Americas United States—Corvallis, San Diego, Boise, Vancouver | | Europe, Middle East, Africa Israel—Kiryat-Gat, Rehovot, Netanya Spain—Barcelona |

| Asia Pacific China—Shanghai Malaysia—Penang Singapore—Singapore | | Technology office (HP Labs) United Kingdom—Bristol United States—Palo Alto |

Not applicable.

PART II

Information regarding the market prices of HP common stock and the markets for that stock may be found in the “Quarterly Summary” in Item 8 and on the cover page of this Annual Report on Form 10-K, respectively, which are incorporated herein by reference.

We have declared and paid cash dividends each fiscal year since 1965.

Dividends declared and paid per share by fiscal quarter in 2017 and 2016 were as follows:

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | 2017 | | | | | | | | | | | | | | | | 2016 | | | | | | | | | | | | | | |

| | Q4 | | | | Q3 | | | | Q2 | | | | Q1 | | | | Q4 | | | | Q3 | | | | Q2 | | | | Q1 | | |

| Dividends declared | — | | | | $ | 0.26 | | | — | | | | $ | 0.27 | | | — | | | | $ | 0.25 | | | — | | | | $ | 0.25 | |

| Dividends paid | $ | 0.13 | | | $ | 0.13 | | | $ | 0.14 | | | $ | 0.13 | | | $ | 0.12 | | | $ | 0.12 | | | $ | 0.12 | | | $ | 0.12 | |

Additional information concerning dividends may be found in “Selected Financial Data” in Item 6 and Note 12, “Stockholders’ Deficit” to the Consolidated Financial Statements in Item 8, which are incorporated herein by reference.

As of November 30, 2017, there were approximately 63,697 stockholders of record.

Recent Sales of Unregistered Securities

There were no unregistered sales of equity securities in fiscal year 2017.

Issuer Purchases of Equity Securities

| | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | |

| | Total Number of Shares Purchased | | | Average Price Paid per Share | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | | Approximate Dollar Value of Shares that May Yet Be Purchased under the Plans or Programs | | |

| | In thousands, except per share amounts | | | | | | | | | | | |

| Period | | | | | | | | | | | | |

| August 2017 | 2,443 | | | $ | 19.10 | | 2,443 | | | $ | 2,914,759 | |

| September 2017 | 5,871 | | | $ | 19.50 | | 5,871 | | | $ | 2,800,269 | |

| October 2017 | 16,110 | | | $ | 21.09 | | 16,110 | | | $ | 2,460,466 | |

| Total | 24,424 | | | | | | 24,424 | | | | | |

On October 10, 2016, the Board authorized $3.0 billion for future repurchases of HP’s outstanding shares of common stock.

This program, which does not have a specific expiration date, authorizes repurchases in the open market or in private transactions.

HP intends to use repurchases from time to time to offset the dilution created by shares issued under employee stock plans and to repurchase shares opportunistically.

All share repurchases settled in the fourth quarter of fiscal year 2017 were open market transactions.

As of October 31, 2017, HP had approximately $2.5 billion remaining under repurchase authorization.

Stock Performance Graph and Cumulative Total Return

The graph below shows the cumulative total stockholder return assuming the investment of $100 at the market close on October 31, 2012 (and the reinvestment of dividends thereafter) in each of HP common stock, the S&P 500 Index, and the S&P Information Technology Index.

The comparisons in the graph below are based on historical data and are not indicative of, or intended to forecast, future performance of our common stock.


| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | |

| | 10/12 | | | | 10/13 | | | | 10/14 | | | | 10/15 | | | | 10/16 | | | | 10/17 | | |

| HP Inc.(1) | $ | 100.00 | | | $ | 180.94 | | | $ | 271.55 | | | $ | 208.35 | | | $ | 256.47 | | | $ | 393.13 | |

| S&P 500 Index | $ | 100.00 | | | $ | 127.17 | | | $ | 149.11 | | | $ | 156.86 | | | $ | 163.91 | | | $ | 202.64 | |

The information set forth below is not necessarily indicative of results of future continuing operations and should be read in conjunction with Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Consolidated Financial Statements and notes thereto included in Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K, which are incorporated herein by reference, in order to understand further the factors that may affect the comparability of the financial data presented below.

HP INC. AND SUBSIDIARIES

Selected Financial Data

| | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | |

| | For the fiscal years ended October 31 | | | | | | | | | | | | | | | | | | |

| | 2017 | | | | 2016 | | | | 2015 | | | | 2014 | | | | 2013 | | |

| | In millions, except per share amounts | | | | | | | | | | | | | | | | | | |

| Net revenue | $ | 52,056 | | | $ | 48,238 | | | $ | 51,463 | | | $ | 56,651 | | | $ | 55,273 | |

| Earnings from continuing operations(1) | $ | 3,519 | | | $ | 3,549 | | | $ | 3,920 | | | $ | 4,256 | | | $ | 3,516 | |

| Net (loss) earnings from discontinued operations net of taxes | $ | — | | | $ | (170 | ) | | $ | 836 | | | $ | 2,089 | | | $ | 2,653 | |

| Net earnings(1) | $ | 2,526 | | | $ | 2,496 | | | $ | 4,554 | | | $ | 5,013 | | | $ | 5,113 | |

| Net earnings per share: | | | | | | | | | | | | | | | | | | | |

| Basic | | | | | | | | | | | | | | | | | | | |

| Continuing operations | $ | 1.50 | | | $ | 1.54 | | | $ | 2.05 | | | $ | 1.55 | | | $ | 1.27 | |

| Discontinued operations | — | | | | (0.10 | | ) | | 0.46 | | | | 1.11 | | | | 1.37 | | |

| Total basic net earnings per share | $ | 1.50 | | | $ | 1.44 | | | $ | 2.51 | | | $ | 2.66 | | | $ | 2.64 | |

| Diluted | | | | | | | | | | | | | | | | | | | |

| Continuing operations | $ | 1.48 | | | $ | 1.53 | | | $ | 2.02 | | | $ | 1.53 | | | $ | 1.26 | |

| Discontinued operations | — | | | | (0.10 | | ) | | 0.46 | | | | 1.09 | | | | 1.36 | | |

| Total diluted net earnings per share | $ | 1.48 | | | $ | 1.43 | | | $ | 2.48 | | | $ | 2.62 | | | $ | 2.62 | |

| | | | | | | | | | | | | | | | | | | | |

| Cash dividends declared per share | $ | 0.53 | | | $ | 0.50 | | | $ | 0.67 | | | $ | 0.61 | | | $ | 0.55 | |

| At year-end: | | | | | | | | | | | | | | | | | | | |

| Total assets(2)(4) | $ | 32,913 | | | $ | 28,987 | | | $ | 106,853 | | | $ | 103,158 | | | $ | 105,629 | |

| Long-term debt(3)(4) | $ | 6,747 | | | $ | 6,735 | | | $ | 6,648 | | | $ | 15,515 | | | $ | 15,949 | |

| Total debt(3)(4) | $ | 7,819 | | | $ | 6,813 | | | $ | 8,842 | | | $ | 18,109 | | | $ | 20,884 | |

| | |

| --- | --- |

| (1) | Earnings from continuing operations and net earnings include the following items: |

| | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | |

| | 2017 | | | | 2016 | | | | 2015 | | | | 2014 | | | | 2013 | | |

| | In millions | | | | | | | | | | | | | | | | | | |

| Restructuring and other charges | $ | 362 | | | $ | 205 | | | $ | 63 | | | $ | 176 | | | $ | 168 | |

| Acquisition-related charges | 125 | | | | 7 | | | | 1 | | | | — | | | | — | | |

| Amortization of intangible assets | 1 | | | | 16 | | | | 102 | | | | 129 | | | | 198 | | |

| Defined benefit plan settlement charges (credits) | 5 | | | | 179 | | | | (57 | | ) | | — | | | | — | | |

Table of Contents

| | |

| --- | --- |

| | |

| | |

| | Page |

| [Reports of Independent Registered Public Accounting Firm](#s868326C225BD4FDB1B7A571981FDFE28) | [53](#s868326C225BD4FDB1B7A571981FDFE28) |

| [Management's Report on Internal Control Over Financial Reporting](#s615563A28F586D2B977D571982390C9D) | [55](#s615563A28F586D2B977D571982390C9D) |

| [Consolidated Statements of Earnings](#sB8E2ABF214AC8CFE45C0571943ADA668) | [56](#sB8E2ABF214AC8CFE45C0571943ADA668) |

| [Consolidated Statements of Comprehensive Income](#s7B1DB06803E6A8C2F4D9571943DDDAA8) | [57](#s7B1DB06803E6A8C2F4D9571943DDDAA8) |

| [Consolidated Balance Sheets](#s3FEBEAA12804E1FF91AE571944003329) | [58](#s3FEBEAA12804E1FF91AE571944003329) |

| [Consolidated Statements of Cash Flows](#s8388E179045CD8EFB3AC5719442D7CE1) | [59](#s8388E179045CD8EFB3AC5719442D7CE1) |

| [Consolidated Statements of Stockholders’ Equity (Deficit)](#s2ECC4EC2432E67BF331557194479380B) | [60](#s2ECC4EC2432E67BF331557194479380B) |

| [Notes to Consolidated Financial Statements](#sD2D3AFF2B8F90E93AB6B57198594A31D) | [61](#sD2D3AFF2B8F90E93AB6B57198594A31D) |

| [Note 1: Overview and Summary of Significant Accounting Policies](#s60AC8DDD91537193666B571944F0B461) | [61](#s60AC8DDD91537193666B571944F0B461) |

| [Note 2: Segment Information](#s636D8E29ED4EF83B3B2D57194534AFA9) | [69](#s636D8E29ED4EF83B3B2D57194534AFA9) |

| [Note 3: Restructuring and Other Charges](#s7918628929B20566839B5719468FD965) | [74](#s7918628929B20566839B5719468FD965) |

| [Note 4: Retirement and Post-Retirement Benefit Plans](#sD2AD89060690F9D15287571947AC49D3) | [75](#sD2AD89060690F9D15287571947AC49D3) |

| [Note 5: Stock-Based Compensation](#s81B1A34D433EB74B555657194DC103E1) | [84](#s81B1A34D433EB74B555657194DC103E1) |

| [Note 6: Taxes on Earnings](#s79A63C4F2877AEDC389E57194E3A7994) | [89](#s79A63C4F2877AEDC389E57194E3A7994) |

| [Note 7: Supplementary Financial Information](#s117A35B99B81A542D74357194E9B59B3) | [93](#s117A35B99B81A542D74357194E9B59B3) |

| [Note 8: Goodwill](#s0FE88A98A52DC15BCE9757194ED040B9) | [96](#s0FE88A98A52DC15BCE9757194ED040B9) |

| [Note 9: Fair Value](#s9C1CF6725BBD7ECE0E9957194EDEFA6B) | [97](#s9C1CF6725BBD7ECE0E9957194EDEFA6B) |

| [Note 10: Financial Instruments](#s78F74AE8F931564AC03A57194F3829C2) | [100](#s78F74AE8F931564AC03A57194F3829C2) |

| [Note 11: Borrowings](#sCFAFF50A7DEC8839D92957195011ECE6) | [105](#sCFAFF50A7DEC8839D92957195011ECE6) |

| [Note 12: Stockholders’ Deficit](#s3AD77BB378194E337B545719503DB913) | [106](#s3AD77BB378194E337B545719503DB913) |

| [Note 13: Net Earnings Per Share](#sFC578C4376AB3FFF16325719509CB84E) | [109](#sFC578C4376AB3FFF16325719509CB84E) |

| [Note 14: Litigation and Contingencies](#sEB564E15403F58484FF6571950AB9FFF) | [110](#sEB564E15403F58484FF6571950AB9FFF) |

| [Note 15: Guarantees, Indemnifications and Warranties](#sCE855B43170C9F9FB885571950C23E2C) | [115](#sCE855B43170C9F9FB885571950C23E2C) |

| [Note 16: Commitments](#sCE99AC06BE40272EB61E571950C95EB8) | [116](#sCE99AC06BE40272EB61E571950C95EB8) |

| [Note 17: Discontinued Operations](#s36A6FA5339FA7C30EF31571950D7EA1D) | [116](#sCE99AC06BE40272EB61E571950C95EB8) |

| [Note 18: Divestitures](#s00BBD2A8B8ED7DBEE8D3571950FB8368) | [117](#s00BBD2A8B8ED7DBEE8D3571950FB8368) |

| [Note 19: Subsequent Events](#sE8878976C243E2B99915571950FE2F4C) | [118](#sE8878976C243E2B99915571950FE2F4C) |

| [Quarterly Summary](#sE890177FD5E5775D39545719929DF34B) | [119](#sE890177FD5E5775D39545719929DF34B) |

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of HP Inc.

We have audited the accompanying consolidated balance sheets of HP Inc. and subsidiaries as of October 31, 2017 and 2016, and the related consolidated statements of earnings, comprehensive income, stockholders’ equity (deficit), and cash flows for each of the three years in the period ended October 31, 2017.

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).

None.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of the end of the period covered by this report (the “Evaluation Date”).

Based on this evaluation, our principal executive officer and principal financial officer concluded as of the Evaluation Date that our disclosure controls and procedures were effective such that the information relating to HP, including our consolidated subsidiaries, required to be disclosed in our SEC reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to HP’s management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during our most recently completed fiscal quarter.

Based on that evaluation, our principal executive officer and principal financial officer concluded that there has not been any change in our internal control over financial reporting during fiscal year 2017 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

See Management’s Report on Internal Control over Financial Reporting and the Report of Independent Registered Public Accounting Firm on our internal control over financial reporting in Item 8, which are incorporated herein by reference.

None.

PART III

None.