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| (a) | The following documents are filed as part of this report: |
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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| 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:
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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.** | | 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.** | | 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.** | | 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.** | | 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.** | | 8-K | | 001-04423 | | 2.5 | | November 5, 2015 |
| 3(a) | | Registrant’s Certificate of Incorporation. | | 10-Q | | 001-04423 | | 3(a) | | June 12, 1998 |
| 3(b) | | Registrant’s Amendment to the Certificate of Incorporation. | | 10-Q | | 001-04423 | | 3(b) | | March 16, 2001 |
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| 3(c) | | Registrant’s Certificate of Amendment to the Certificate of Incorporation. | | 8-K | | 001-04423 | | 3.2 | | October 22, 2015 |
| 3(d) | | Registrant’s Certificate of Amendment to the Certificate of Incorporation. | | 8-K | | 001-04423 | | 3.1 | | April 7, 2016 |
| 3(e) | | Registrant’s Amended and Restated Bylaws. | | 8-K | | 001-04423 | | 3.1 | | July 26, 2017 |
| 4(a) | | Form of Senior Indenture | | S-3 | | 333-215116 | | 4.1 | | December 15, 2016 |
| 4(b) | | Form of Subordinated Indenture. | | S-3 | | 333-21516 | | 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 and 4.3 | | 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 and 4.6 | | 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, 4.5 and 4.6 | | 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 and 4.4 | | 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 and 4.3 | | March 12, 2012 |
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| Exhibit Number | | | | Incorporated by Reference | | | | | | |
| Exhibit Description | | Form | | File No. | | Exhibit(s) | | Filing Date | | |
| 4(h) | | Form of Registrant’s 2.750% Global Note due January 14, 2019 and Floating Rate Global Note due January 14, 2019 and related Officers’ Certificate. | | 8-K | | 001-04423 | | 4.1, 4.2 and 4.3 | | January 14, 2014 |
| 4(i) | | Specimen certificate for the Registrant’s common stock. | | 8-K/A | | 001-04423 | | 4.1 | | June 23, 2006 |
| 4(j) | | First Supplemental Indenture, dated as of March 26, 2018, to the Indenture, dated as of June 1, 2000, by and between the Registrant and The Bank of New York Mellon Trust Company, N.A. | | 10-Q | | 001-04423 | | 4(j) | | June 5, 2018 |
| 10(a) | | Registrant’s 2004 Stock Incentive Plan.* | | S-8 | | 333-114253 | | 4.1 | | April 7, 2004 |
| 10(b) | | Registrant’s Excess Benefit Retirement Plan, amended and restated as of January 1, 2006.* | | 8-K | | 001-04423 | | 10.2 | | September 21, 2006 |
| 10(c) | | Hewlett-Packard Company Cash Account Restoration Plan, amended and restated as of January 1, 2005.* | | 8-K | | 001-04423 | | 99.3 | | November 23, 2005 |
| 10(d) | | Registrant’s 2005 Pay-for-Results Plan, as amended.* | | 10-K | | 001-04423 | | 10(h) | | December 14, 2011 |
| 10(e) | | Registrant’s Executive Severance Agreement.* | | 10-Q | | 001-04423 | | 10(u)(u) | | June 13, 2002 |
| 10(f) | | Registrant’s Executive Officers Severance Agreement.* | | 10-Q | | 001-04423 | | 10(v)(v) | | June 13, 2002 |
| 10(g) | | Form letter regarding severance offset for restricted stock and restricted units.* | | 8-K | | 001-04423 | | 10.2 | | March 22, 2005 |
| 10(h) | | Form of Agreement Regarding Confidential Information and Proprietary Developments (California).* | | 8-K | | 001-04423 | | 10.2 | | January 24, 2008 |
| 10(i) | | Form of Agreement Regarding Confidential Information and Proprietary Developments (Texas).* | | 10-Q | | 001-04423 | | 10(o)(o) | | March 10, 2008 |
| 10(j) | | Form of Stock Option Agreement for Registrant’s 2004 Stock Incentive Plan.* | | 10-Q | | 001-04423 | | 10(p)(p) | | March 10, 2008 |
| 10(k) | | Form of Option Agreement for Registrant’s 2000 Stock Plan.* | | 10-Q | | 001-04423 | | 10(t)(t) | | June 6, 2008 |
| 10(1) | | Form of Common Stock Payment Agreement for Registrant’s 2000 Stock Plan.* | | 10-Q | | 001-04423 | | 10(u)(u) | | June 6, 2008 |
| 10(m) | | Form of Stock Notification and Award Agreement for awards of non-qualified stock options.* | | 10-K | | 001-04423 | | 10(y)(y) | | December 18, 2008 |
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| Exhibit Number | | | | Incorporated by Reference | | | | | | |
| Exhibit Description | | Form | | File No. | | Exhibit(s) | | Filing Date | | |
| 10(n) | | First Amendment to the Hewlett-Packard Company Excess Benefit Retirement Plan.* | | 10-Q | | 001-04423 | | 10(b)(b)(b) | | March 10, 2009 |
| 10(o) | | Form of Stock Notification and Award Agreement for awards of non-qualified stock options.* | | 10-K | | 001-04423 | | 10(i)(i)(i) | | December 15, 2010 |
| 10(p) | | Form of Agreement Regarding Confidential Information and Proprietary Developments (California—new hires).* | | 10-K | | 001-04423 | | 10(j)(j)(j) | | December 15, 2010 |
| 10(q) | | Form of Agreement Regarding Confidential Information and Proprietary Developments (California—current employees).* | | 10-K | | 001-04423 | | 10(k)(k)(k) | | December 15, 2010 |
| 10(r) | | Second Amended and Restated Hewlett-Packard Company 2004 Stock Incentive Plan, as amended effective February 28, 2013.* | | 8-K | | 001-04423 | | 10.2 | | March 21, 2013 |
| 10(s) | | Form of Stock Notification and Award Agreement for awards of restricted stock units.* | | 10-Q | | 001-04423 | | 10(u)(u) | | March 11, 2014 |
| 10(t) | | Form of Stock Notification and Award Agreement for awards of foreign stock appreciation rights.* | | 10-Q | | 001-04423 | | 10(v)(v) | | March 11, 2014 |
| 10(u) | | Form of Stock Notification and Award Agreement for long-term cash awards.* | | 10-Q | | 001-04423 | | 10(w)(w) | | March 11, 2014 |
| 10(v) | | Form of Stock Notification and Award Agreement for awards of non-qualified stock options.* | | 10-Q | | 001-04423 | | 10(x)(x) | | March 11, 2014 |
| 10(w) | | Form of Grant Agreement for grants of performance-adjusted restricted stock units.* | | 10-Q | | 001-04423 | | 10(y)(y) | | March 11, 2014 |
| 10(x) | | Form of Stock Notification and Award Agreement for awards of restricted stock.* | | 10-Q | | 001-04423 | | 10(z)(z) | | March 11, 2014 |
| 10(y) | | Form of Stock Notification and Award Agreement for awards of performance-contingent non-qualified stock options.* | | 10-Q | | 001-04423 | | 10(a)(a)(a) | | March 11, 2014 |
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| Exhibit Number | | | | Incorporated by Reference | | | | | | |
| Exhibit Description | | Form | | File No. | | Exhibit(s) | | Filing Date | | |
| 10(z) | | Form of Grant Agreement for grants of performance-contingent non-qualified stock options.* | | 10-Q | | 001-04423 | | 10(b)(b)(b) | | March 11, 2014 |
| 10(a)(a) | | Form of Grant Agreement for grants of restricted stock units.* | | 10-Q | | 001-04423 | | 10(c)(c)(c) | | March 11, 2015 |
| 10(b)(b) | | Form of Grant Agreement for grants of foreign stock appreciation rights.* | | 10-Q | | 001-04423 | | 10(d)(d)(d) | | March 11, 2015 |
| 10(c)(c) | | Form of Grant Agreement for grants of long-term cash awards.* | | 10-Q | | 001-04423 | | 10(e)(e)(e) | | March 11, 2015 |
| 10(d)(d) | | Form of Grant Agreement for grants of non-qualified stock options.* | | 10-Q | | 001-04423 | | 10(f)(f)(f) | | March 11, 2015 |
| 10(e)(e) | | Form of Grant Agreement for grants of performance-adjusted restricted stock units.* | | 10-Q | | 001-04423 | | 10(g)(g)(g) | | March 11, 2015 |
| 10(f)(f) | | Form of Grant Agreement for grants of restricted stock awards.* | | 10-Q | | 001-04423 | | 10(h)(h)(h) | | March 11, 2015 |
| 10(g)(g) | | Form of Grant Agreement for grants of performance-contingent non-qualified stock options.* | | 10-Q | | 001-04423 | | 10(i)(i)(i) | | March 11, 2015 |
| 10(h)(h) | | Term Loan Agreement, dated as of April 30, 2015, among the Registrant, the lenders named therein and JPMorgan Chase Bank, N.A., as administrative agent. | | 10-Q | | 001-04423 | | 10(b)(b)(b) | | June 8, 2015 |
| 10(i)(i) | | Amendment, dated as of June 1, 2015, to the Term Loan Agreement, dated as of April 30, 2015, among the Registrant, the lenders named therein and JPMorgan Chase Bank, N.A., as administrative agent. | | 10-Q | | 001-04423 | | 10(c)(c)(c) | | June 8, 2015 |
| 10(j)(j) | | Second Amended and Restated Five-Year Credit Agreement, dated as of April 2, 2014, as Amended and Restated as of November 1, 2015, as further Amended and Restated as of March 30, 2018, among the Registrant, the lenders named therein and Citibank, N.A., as administrative processing agent and co-administrative agent, and JPMorgan Chase Bank, N.A., as co-administrative agent. | | 10-Q | | 001-04423 | | 10(j)(j) | | June 5, 2018 |
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| Exhibit Number | | | | Incorporated by Reference | | | | | | |
| Exhibit Description | | Form | | File No. | | Exhibit(s) | | Filing Date | |
| 10(k)(k) | | Form of Grant Agreement for grants of foreign stock appreciation rights.* | | 10-K | | 001-04423 | | 10(e)(e)(e) | | December 16, 2015 |
| 10(l)(l) | | Form of Grant Agreement for grants of performance-contingent non-qualified stock options.* | | 10-K | | 001-04423 | | 10(f)(f)(f) | | December 16, 2015 |
| 10(m)(m) | | Form of Grant Agreement for grants of non-qualified stock options.* | | 10-K | | 001-04423 | | 10(g)(g)(g) | | December 16, 2015 |
| 10(n)(n) | | Registrant’s 2005 Executive Deferred Compensation Plan, amended and restated effective November 1, 2015.* | | 10-K/A | | 001-04423 | | 10(n)(n) | | December 15, 2017 |
| 10(o)(o) | | Registrant’s Severance and Long-Term Incentive Change in Control Plan for Executive Officers, amended and restated effective November 1, 2015.* | | 10-Q | | 001-04423 | | 10(o)(o) | | March 3, 2016 |
| 10(p)(p) | | Form of Stock Notification and Award Agreement for awards of performance-contingent non-qualified stock options (launch grant).* | | 10-Q | | 001-04423 | | 10(p)(p) | | March 3, 2016 |
| 10(q)(q) | | Form of Stock Notification and Award Agreement for awards of restricted stock units (launch grant).* | | 10-Q | | 001-04423 | | 10(q)(q) | | March 3, 2016 |
| 10(r)(r) | | Form of Stock Notification and Award Agreement for awards of restricted stock units.* | | 10-Q | | 001-04423 | | 10(r)(r) | | March 3, 2016 |
| 10(s)(s) | | Form of Stock Notification and Award Agreement for awards of performance-adjusted restricted stock units.* | | 10-Q | | 001-04423 | | 10(s)(s) | | March 3, 2016 |
| 10(t)(t) | | Form of Amendment to Award Agreements for awards of restricted stock units or performance-adjusted restricted stock units, effective January 1, 2016.* | | 10-Q | | 001-04423 | | 10(t)(t) | | March 3, 2016 |
| 10(u)(u) | | First Amendment to Severance and Long-Term Incentive Change in Control Plan for Executive Officers, as amended and restated effective November 1, 2015.* | | 10-K | | 001-04423 | | 10(u)(u) | | December 15, 2016 |
| 10(v)(v) | | Second Amendment to Severance and Long-Term Incentive Change in Control Plan for Executive Officers, as amended and restated effective November 1, 2015.* | | 10-Q | | 001-04423 | | 10(v)(v) | | March 2, 2017 |
| 10(w)(w) | | 2017 Amendment to the Hewlett-Packard Company Cash Account Restoration Plan.* | | 10-Q | | 001-04423 | | 10(w)(w) | | March 2, 2017 |
| 10(x)(x) | | Second Amendment to the Hewlett-Packard Company Excess Benefit Retirement Plan.* | | 10-Q | | 001-04423 | | 10(x)(x) | | March 2, 2017 |
| 10(y)(y) | | Second Amended and Restated HP Inc. 2004 Stock Incentive Plan, as amended and restated effective January 23, 2017.* | | 10-Q | | 001-04423 | | 10(y)(y) | | March 2, 2017 |
| 10(z)(z) | | Form of Grant Agreement for grants of performance-adjusted restricted stock units (for use from November 1, 2016).* | | 10-Q | | 001-04423 | | 10(z)(z) | | March 2, 2017 |
| 10(a)(a)(a) | | Form of Grant Agreement for grants of restricted stock units (for use from November 1, 2016).* | | 10-Q | | 001-04423 | | 10(a)(a)(a) | | March 2, 2017 |
| 10(b)(b)(b) | | Second Amended and Restated HP Inc. 2004 Stock Incentive Plan (as amended effective January 29, 2018).* | | 10-Q | | 001-04423 | | 10(b)(b)(b) | | March 1, 2018 |
| 10(c)(c)(c) | | Form of Grant Agreement for grants of restricted stock units (for use from November 1, 2017).* | | 10-Q | | 001-04423 | | 10(c)(c)(c) | | March 1, 2018 |
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| Exhibit Number | | | | | Incorporated by Reference | | | | | | |
| Exhibit Description | | Form | | File No. | | Exhibit(s) | | Filing Date | | |
| 10(d)(d)(d) | | | Form of Grant Agreement for grants of performance-adjusted restricted stock units (for use from November 1, 2017).* | | 10-Q | | 001-04423 | | 10(d)(d)(d) | | March 1, 2018 |
| 10(e)(e)(e) | | | Form of Grant Agreement for grants of restricted stock units for directors (for use from November 1, 2017).* | | 10-Q | | 001-04423 | | 10(e)(e)(e) | | March 1, 2018 |
| 10(f)(f)(f) | | | Form of Grant Agreement for grants of stock options for directors (for use from November 1, 2017).* | | 10-Q | | 001-04423 | | 10(f)(f)(f) | | March 1, 2018 |
| 10(g)(g)(g) | | | Form of Grant Agreement for grants of restricted stock units (for use from November 1, 2018).*† | | | | | | | | |
| 10(h)(h)(h) | | | Form of Grant Agreement for grants of performance-adjusted restricted stock units (for use from November 1, 2018).*† | | | | | | | | |
| 21 | | | Subsidiaries of the Registrant as of October 31, 2018.† | | | | | | | | |
| 23 | | | Consent of Independent Registered Public Accounting Firm.† | | | | | | | | |
| 24 | | | Power of Attorney (included on the signature page). | | | | | | | | |
| 31.1 | | | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.‡ | | | | | | | | |
| 31.2 | | | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.‡ | | | | | | | | |
| 32 | | | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.† | | | | | | | | |
| 101.INS | | | XBRL Instance Document.‡ | | | | | | | | |
| 101.SCH | | | XBRL Taxonomy Extension Schema Document.‡ | | | | | | | | |
| 101.CAL | | | XBRL Taxonomy Extension Calculation Linkbase Document.‡ | | | | | | | | |
| 101.DEF | | | XBRL Taxonomy Extension Definition Linkbase Document.‡ | | | | | | | | |
| 101.LAB | | | XBRL Taxonomy Extension Label Linkbase Document.‡ | | | | | | | | |
| 101.PRE | | | XBRL Taxonomy Extension Presentation Linkbase Document.‡ | | | | | | | | |
- Indicates management contract or compensatory plan, contract or arrangement.
** Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(b)(2) of Registration S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the SEC upon request.
† Filed herewith.
†† Furnished herewith.
The registrant agrees to furnish to the Commission supplementally upon request a copy of (1) any instrument with respect to long-term debt not filed herewith as to which the total amount of securities authorized thereunder does not exceed 10% of the total assets of the registrant and its subsidiaries on a consolidated basis and (2) any omitted schedules to any material plan of acquisition, disposition or reorganization set forth above.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| Date: December 13, 2018 | HP INC. | |
| By: | /s/ STEVE FIELER |
| | Steve Fieler Chief Financial Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Steve Fieler, Kim Rivera and Ruairidh Ross, or any of them, his or her attorneys-in-fact, for such person in any and all capacities, to sign any amendments to this report and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that either of said attorneys-in-fact, or substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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| Signature | | Title(s) | | Date |
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| /s/ DION J. WEISLER | | President and Chief Executive Officer and Director (Principal Executive Officer) | | December 13, 2018 |
| Dion J. Weisler | | | | |
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| /s/ STEVE FIELER | | Chief Financial Officer (Principal Financial Officer) | | December 13, 2018 |
| Steve Fieler | | | | |
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| /s/ MARIE E. MYERS | | Global Controller and Head of Finance Services (Principal Accounting Officer) | | December 13, 2018 |
| Marie E. Myers | | | | |
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| /s/ AIDA ALVAREZ | | Director | | December 13, 2018 |
| Aida Alvarez | | | | |
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| /s/ SHUMEET BANERJI | | Director | | December 13, 2018 |
| Shumeet Banerji | | | | |
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| /s/ ROBERT R. BENNETT | | Director | | December 13, 2018 |
| Robert R. Bennett | | | | |
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| /s/ CHARLES V. BERGH | | Director | | December 13, 2018 |
| Charles V. Bergh | | | | |
| | | | |
| /s/ STACY BROWN-PHILPOT | | Director | | December 13, 2018 |
| Stacy Brown-Philpot | | | | |
| | | | |
| /s/ STEPHANIE BURNS | | Director | | December 13, 2018 |
| Stephanie Burns | | | | |
| | | | |
| /s/ MARY ANNE CITRINO | | Director | | December 13, 2018 |
| Mary Anne Citrino | | | | |
| | | | |
| /s/ STACEY MOBLEY | | Director | | December 13, 2018 |
| Stacey Mobley | | | | |
| | | | |
| /s/ SUBRA SURESH | | Director | | December 13, 2018 |
| Subra Suresh | | | | |
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