HP (HPQ) 10-K/A risk factor changes: FY2022 vs FY2019

[removed: [Table] [added: Table] of [removed: Contents](#toc)][added: Contents]

UNITED [removed: STATES][added: STATES]

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

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

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

| [removed: | For] [added: For] the fiscal year [removed: ended] [added: ended] | [added: | | | | | | | |]

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

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

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

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

| Delaware | [added: | | | | | | | |] 94-1081436 | [added: | |]

| (State or other jurisdiction of incorporation or organization) | [added: | | | | | | | |] (I.R.S. employer identification no.) | [added: | |]

| 1501 Page Mill [removed: Road Palo Alto, California] [added: Road] | [added: | | | | | | | |] 94304 | [added: | |]

| (Address of principal executive offices) | [removed: (Zip code)] | [added: | | | | | | | | | |]

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

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

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

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

Yes [removed: ☒ No] ☐ [added: No ☒]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 [added: (the “Exchange Act”)] during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T [added: (232.405 of this chapter)] during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

| Large accelerated filer [added: | | |] ☒ | | [added: |] Accelerated filer [added: | | |] ☐ | | [added: |] Non-accelerated filer [added: | | |] ☐ | | [added: |] Smaller reporting company [added: | | |] ☐ | | [added: |] Emerging growth company [added: | | |] ☐ | [added: | |]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the [added: Exchange] Act).

The aggregate market value of the registrant’s common stock held by non-affiliates was [removed: $30,007,738,276] [added: $37,840,980,837] based on the last sale price of common stock [removed: on] [added: as of] April 30, [removed: 2019.][added: 2022.]

The number of shares of HP Inc. common stock outstanding as of [removed: January 31, 2020] [added: November 30, 2022] was [removed: 1,433,345,730] [added: 982,145,796] shares.

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

[removed: Explanatory Note][added: Explanatory Note]

Except as described above, this [removed: Form 10-K/A] [added: Amendment] does not [removed: modify] [added: amend, update,] or [removed: update disclosure in,] [added: change any other item] or [removed: exhibits to,] [added: disclosure in] the Original Form [removed: 10-K.][added: 10-K and does not purport to reflect any information or event subsequent to the filing thereof.]

Accordingly, this [removed: Form 10-K/A] [added: Amendment] should be read in conjunction with the Original Form 10-K and [removed: our other filings] [added: any subsequent filing] with the [removed: Securities and Exchange Commission (the “SEC”).][added: SEC.]

[removed: HP Inc. and Subsidiaries][added: HP INC. AND SUBSIDIARIES]

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

[removed: For] [added: For] the Fiscal Year ended October 31, [removed: 2019][added: 2022]

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

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

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

Washington, D.C. 20549

(Amendment Number 1)

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| October 31, 2022 | | | | | | | | |

| Or | | | | | | | | |

| 1-4423 | | | | | | | | |

HP Inc.

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| Palo Alto, California | | | | | | | | | (Zip code) | | |

(650) 857-1501

____________________

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Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

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| DOCUMENT DESCRIPTION | | | | | | 10-K/A PART | | |

| Portions of the Registrant’s definitive proxy statement related to its 2023 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A within 120 days after Registrant’s fiscal year end of October 31, 2022 are incorporated by reference into Part III of this Report. | | | | | | III | | |

HP Inc. (“HP,” the “Company,” “we,” “us,” and “our”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment") to our Annual Report on Form 10-K for the fiscal year ended October 31, 2022, which was filed with the Securities and Exchange Commission (the “SEC”) on December 6, 2022 (the “Original Form 10-K”) to make certain changes, as described below.

In connection with the preparation of HP’s Consolidated Condensed Financial Statements for the three and nine months ended July 31, 2023, the Company identified an accounting error related to a revenue contract in the Personal Systems segment.

We evaluated the materiality of the error and concluded that it did not result in a material misstatement of our previously issued Consolidated Financial Statements.

However, in connection with the period-end close process, we identified material weaknesses in the Company’s internal control over financial reporting and have concluded these material weaknesses were present as of October 31, 2022.

For a more detailed description of these material weaknesses, refer to Part II, Item 9A,“Controls and Procedures.” This Amendment revises our assessment of the effectiveness of our internal control over financial reporting and our disclosure controls and procedures to indicate that they were not effective as of October 31, 2022 because of these material weaknesses.

A revised opinion from our independent registered public accounting firm, Ernst & Young LLP, on our internal control over financial reporting as of October 31, 2022 also is included with this Amendment.

This Amendment also revises our previously issued Consolidated Financial Statements for the fiscal years ended 2022 2021, and 2020.

In connection with the revisions for this error, the Company has also corrected the timing of other unrelated immaterial errors which were previously made in the periods the Company identified them.

“Forward-Looking Statements” of Part I of the Original Form 10-K and Item 8, “Financial Statements and Supplementary Data” and Item 9A, “Controls and Procedures,” of Part II of the Original Form 10-K are hereby deleted in their entireties and replaced with “Forward-Looking Statements,” Item 8, and Item 9A included herein.

Item 15, “Exhibits and Financial Statement Schedules,” of Part IV of the Original Form 10-K also has been amended to include a new consent of Ernst & Young LLP and, as required by Rule 12b-15 under the Securities Act of 1934, as amended, to provide new currently dated certifications by our Chief Executive Officer and Chief Financial Officer pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.

The new consent is attached to this Amendment as Exhibit 23 and the new certifications are attached to this Amendment as Exhibits 31.1, 31.2, and 32.

The only changes to the Original Form 10-K are those related to the matters described above.

As such, this Amendment speaks only as of the date the Original Form 10-K was filed, and the Company has not undertaken herein to amend, update, or change any information contained in the Original Form 10-K to give effect to any subsequent event, other than as expressly indicated in this Amendment.

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| | | | [Forward-Looking Statements](#i002d87b440d847cf9a332e8bfa1961e8_10) | | | [3](#i002d87b440d847cf9a332e8bfa1961e8_10) | | |

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(Amendment No. 1)

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| | October 31, 2019 |

| | Or |


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

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 this Form 10-K/A, unless the context indicates otherwise, the designations “HP,” the “Company,” “we,” “us” or “our” refer to HP Inc. and its consolidated subsidiaries.

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.

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.

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

| [PART III](#partiii) | | | | [1](#partiii) |

| [Item 10.](#item10) | | [Directors, Executive Officers and Corporate Governance](#item10) | | [1](#item10) |

| [Item 11.](#item11) | | [Executive Compensation](#item11) | | [9](#item11) |

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

| [Item 13.](#item13) | | [Certain Relationships and Related Transactions, and Director Independence](#item13) | | [39](#item13) |

| [Item 14.](#item14) | | [Principal Accounting Fees and Services](#item14) | | [41](#item14) |

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

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

i

Table of Contents

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| [Reports of Independent Registered Public Accounting Firm](#i002d87b440d847cf9a332e8bfa1961e8_82) (PCAOB ID: 42) | | | [7](#i002d87b440d847cf9a332e8bfa1961e8_82) | | |

| [Management's Report on Internal Control Over Financial Reporting](#i002d87b440d847cf9a332e8bfa1961e8_88) | | | [10](#i002d87b440d847cf9a332e8bfa1961e8_88) | | |

| [Consolidated Statements of Earnings](#i002d87b440d847cf9a332e8bfa1961e8_91) | | | [11](#i002d87b440d847cf9a332e8bfa1961e8_91) | | |

| [Consolidated Statements of Comprehensive Income](#i002d87b440d847cf9a332e8bfa1961e8_94) | | | [12](#i002d87b440d847cf9a332e8bfa1961e8_94) | | |

| [Consolidated Balance Sheets](#i002d87b440d847cf9a332e8bfa1961e8_97) | | | [13](#i002d87b440d847cf9a332e8bfa1961e8_97) | | |

| [Consolidated Statements of Cash Flows](#i002d87b440d847cf9a332e8bfa1961e8_100) | | | [14](#i002d87b440d847cf9a332e8bfa1961e8_100) | | |

| [Consolidated Statements of Stockholders’ Deficit](#i002d87b440d847cf9a332e8bfa1961e8_103) | | | [15](#i002d87b440d847cf9a332e8bfa1961e8_103) | | |

| [Notes to Consolidated Financial Statements](#i002d87b440d847cf9a332e8bfa1961e8_106) | | | [16](#i002d87b440d847cf9a332e8bfa1961e8_106) | | |

| [Note 1: Summary of Significant Accounting Policies](#i002d87b440d847cf9a332e8bfa1961e8_109) | | | [16](#i002d87b440d847cf9a332e8bfa1961e8_109) | | |

| [Note 2: Segment Information](#i002d87b440d847cf9a332e8bfa1961e8_112) | | | [23](#i002d87b440d847cf9a332e8bfa1961e8_112) | | |

| [Note 3: Restructuring and Other Charges](#i002d87b440d847cf9a332e8bfa1961e8_115) | | | [28](#i002d87b440d847cf9a332e8bfa1961e8_115) | | |

| [Note 4: Retirement and Post-Retirement Benefit Plans](#i002d87b440d847cf9a332e8bfa1961e8_118) | | | [29](#i002d87b440d847cf9a332e8bfa1961e8_118) | | |

| [Note 5: Stock-Based Compensation](#i002d87b440d847cf9a332e8bfa1961e8_124) | | | [37](#i002d87b440d847cf9a332e8bfa1961e8_124) | | |

| [Note 6: Taxes on Earnings](#i002d87b440d847cf9a332e8bfa1961e8_127) | | | [41](#i002d87b440d847cf9a332e8bfa1961e8_127) | | |

| [Note 7: Supplementary Financial Information](#i002d87b440d847cf9a332e8bfa1961e8_130) | | | [45](#i002d87b440d847cf9a332e8bfa1961e8_130) | | |

| [Note 8: Goodwill and Intangible Assets](#i002d87b440d847cf9a332e8bfa1961e8_136) | | | [50](#i002d87b440d847cf9a332e8bfa1961e8_136) | | |

| [Note 9: Fair Value](#i002d87b440d847cf9a332e8bfa1961e8_139) | | | [51](#i002d87b440d847cf9a332e8bfa1961e8_139) | | |

| [Note 10: Financial Instruments](#i002d87b440d847cf9a332e8bfa1961e8_142) | | | [54](#i002d87b440d847cf9a332e8bfa1961e8_142) | | |

| [Note 11: Borrowings](#i002d87b440d847cf9a332e8bfa1961e8_145) | | | [59](#i002d87b440d847cf9a332e8bfa1961e8_145) | | |

| [Note 12: Stockholders’ Deficit](#i002d87b440d847cf9a332e8bfa1961e8_148) | | | [62](#i002d87b440d847cf9a332e8bfa1961e8_148) | | |

| [Note 13: Net Earnings Per Share](#i002d87b440d847cf9a332e8bfa1961e8_151) | | | [64](#i002d87b440d847cf9a332e8bfa1961e8_151) | | |

| [Note 14: Litigation and Contingencies](#i002d87b440d847cf9a332e8bfa1961e8_154) | | | [65](#i002d87b440d847cf9a332e8bfa1961e8_154) | | |

| [Note 15: Guarantees, Indemnifications and Warranties](#i002d87b440d847cf9a332e8bfa1961e8_157) | | | [68](#i002d87b440d847cf9a332e8bfa1961e8_157) | | |

| [Note 16: Commitments](#i002d87b440d847cf9a332e8bfa1961e8_160) | | | [69](#i002d87b440d847cf9a332e8bfa1961e8_160) | | |

| [Note 17: Leases](#i002d87b440d847cf9a332e8bfa1961e8_163) | | | [70](#i002d87b440d847cf9a332e8bfa1961e8_163) | | |

| [Note 18: Acquisitions](#i002d87b440d847cf9a332e8bfa1961e8_166) | | | [72](#i002d87b440d847cf9a332e8bfa1961e8_166) | | |

| [Note 19: Revision of Prior Period Consolidated Financial Statements](#i002d87b440d847cf9a332e8bfa1961e8_1957) | | | [74](#i002d87b440d847cf9a332e8bfa1961e8_1957) | | |

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Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of HP Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of HP Inc. and subsidiaries (the Company) as of October 31, 2022 and 2021, the related consolidated statements of earnings, comprehensive income, stockholders' deficit and cash flows for each of the three years in the period ended October 31, 2022, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at October 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended October 31, 2022, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of October 31, 2022, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated December 6, 2022, except for the effect of the material weaknesses described in the fourth paragraph of that report, as to which the date is September 11, 2023, expressed an adverse opinion thereon.

Basis for Opinion

*Evaluation of Disclosure Controls and Procedures*

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”).

At the time that the Form 10-K for our fiscal year ended October 31, 2022 was filed on December 6, 2022, 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 required to be disclosed by us 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.

Subsequent to this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of the Evaluation Date due to the material weaknesses in our internal control over financial reporting described below.

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.

*Remediation Plan for the Material Weaknesses*

The Company’s management, under the oversight of the Audit Committee, is in the process of designing prevent and detect controls specific to the impacted business activity.

The Company’s management is also enhancing its processes and controls to help ensure the timely review of the SOC-1 report in conjunction with designing and implementing related, effective complementary user entity controls associated with the sales incentive payment processing application.

While we have taken steps to implement our remediation plan, the material weaknesses will not be considered remediated until the enhanced controls operate for a sufficient period of time and management has concluded, through testing, that the related controls are effective.

The Company will monitor the effectiveness of its remediation plan and refine its remediation plan as appropriate.

*Changes in Internal Control over Financial Reporting*

As described above, we are taking steps to remediate the material weaknesses in our internal control over financial reporting.

Other than in connection with the remediation process described above, no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART IV

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

| [removed: [(31.1)#](https://www.sec.gov/Archives/edgar/data/47217/000120677420000632/hpq3726921-ex311.htm)] [added: 32] | | [added: | | | |] [Certification [removed: Pursuant] [added: of Chief Executive Officer and Chief Financial Officer pursuant] to 18 U.S.C. [removed: Section] 1350, as [removed: Adopted Pursuant] [added: adopted pursuant] to Section [removed: 302] [added: 906] of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/47217/000120677420000632/hpq3726921-ex311.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/47217/000004721723000075/hp-103122xex32ng10ka.htm).††] | [added: | | | | | | | | | | | | | | | | | | | | | | | | | |]

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

[removed: SIGNATURES][added: SIGNATURES]

| | | | | [added: | | Marie Myers] *Chief Financial Officer* | [added: | |]

1.All Financial Statements:

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

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| [Reports of Independent Registered Public Accounting Firm](#i002d87b440d847cf9a332e8bfa1961e8_82) | | | [7](#i002d87b440d847cf9a332e8bfa1961e8_82) | | |

| [Management's Report on Internal Control Over Financial Reporting](#i002d87b440d847cf9a332e8bfa1961e8_88) | | | [10](#i002d87b440d847cf9a332e8bfa1961e8_88) | | |

| [Consolidated Statements of Earnings](#i002d87b440d847cf9a332e8bfa1961e8_91) | | | [11](#i002d87b440d847cf9a332e8bfa1961e8_91) | | |

| [Consolidated Statements of Comprehensive Income](#i002d87b440d847cf9a332e8bfa1961e8_94) | | | [12](#i002d87b440d847cf9a332e8bfa1961e8_94) | | |

| [Consolidated Balance Sheets](#i002d87b440d847cf9a332e8bfa1961e8_97) | | | [13](#i002d87b440d847cf9a332e8bfa1961e8_97) | | |

| [Consolidated Statements of Cash Flows](#i002d87b440d847cf9a332e8bfa1961e8_100) | | | [14](#i002d87b440d847cf9a332e8bfa1961e8_100) | | |

| [Consolidated Statements of Stockholders' Deficit](#i002d87b440d847cf9a332e8bfa1961e8_103) | | | [15](#i002d87b440d847cf9a332e8bfa1961e8_103) | | |

| [Notes to Consolidated Financial Statements](#i002d87b440d847cf9a332e8bfa1961e8_106) | | | [16](#i002d87b440d847cf9a332e8bfa1961e8_106) | | |

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

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| Exhibit Number | | | | | | | | | | | | Incorporated by Reference | | | | | | | | | | | | | | | | | | | | |

| 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) | | | | | | [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 | | |

| 3(a) | | | | | | [Registrant’s Certificate of Incorporation](http://www.sec.gov/Archives/edgar/data/47217/0000047217-98-000019-index.html). | | | | | | 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 | | |

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

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

| Exhibit Number | | | | | | | | | | | | Incorporated by Reference | | | | | | | | | | | | | | | | | | | | |

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

| 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/47217/000004721719000006/amendedandrestatedbylawscl.htm) | | | | | | 8-K | | | | | | 001-04423 | | | | | | 3.1 | | | | | | February 13, 2019 | | |

| 3(f) | | | | | | [Certificate of Designations of Series A Junior Participating Preferred Stock of HP Inc.](http://www.sec.gov/Archives/edgar/data/47217/000093041320000467/c95307_ex3-1.htm) | | | | | | 8-K | | | | | | 001-04423 | | | | | | 3.1 | | | | | | February 20, 2020 | | |

| 4(a) | | | | | | [Form of Senior Indenture](http://www.sec.gov/Archives/edgar/data/47217/000004721716000095/ex41.htm) | | | | | | S-3 | | | | | | 333-215116 | | | | | | 4.1 | | | | | | December 15, 2016 | | |

| 4(b) | | | | | | [Form of Subordinated Indenture.](http://www.sec.gov/Archives/edgar/data/47217/000004721716000095/ex42.htm) | | | | | | S-3 | | | | | | 333-215116 | | | | | | 4.2 | | | | | | December 15, 2016 | | |

| 4(c) | | | | | | 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(d) | | | | | | 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(e) | | | | | | 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 | | |

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 |

Executive Officers

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, of the Original Form 10-K.

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.

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

|  | | 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. |

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|  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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| 2 ½ |  | 2019 Form 10-K |

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[Table of Contents](#toc)

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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| 2019 Form 10-K |  | ½ 9 |

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[Table of Contents](#toc)

_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.

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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| 2019 Form 10-K |  | ½ 37 |

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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 | |

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

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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| 2019 Form 10-K |  | ½ 39 |

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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. |

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| ● | 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

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 | |

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| --- | --- |

| (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. |

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| (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. |

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| (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. |

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| (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.

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| 2019 Form 10-K |  | ½ 41 |

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Part IV