HP (HPQ) 10-K risk factor changes: FY2019 vs FY2018

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

[removed: Risks] [added: Risks] related to our [removed: business][added: business]

[removed: If] [added: 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 [removed: limited.][added: limited.]

For example, we may fail to develop innovative products and services, maintain the manufacturing quality of our products, manage our [added: global, multi-tier] distribution [removed: network] [added: network, limit potential misuse of pricing programs by our channel partners, adapt to new] or [added: changing marketplaces or] successfully market new products and services, any of which could adversely affect our business and financial condition.

We may also be vulnerable to increased risks associated with our efforts to address such challenges given the broad range of geographic [removed: regions] [added: markets] in which we and our customers and partners operate.

[removed: We] [added: We] operate in an intensely competitive industry and competitive pressures could harm our business and financial [removed: performance.][added: performance.]

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 [removed: support and security.][added: support, security, availability of application]

For example, [removed: the] [added: non-original supplies (including imitation,] refill [removed: and] [added: or] remanufactured [removed: alternatives] [added: alternatives)] for some of our LaserJet toner and InkJet cartridges compete with our Printing Supplies business.

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

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, [removed: and] innovate and develop new products and services that will enable us to expand beyond our existing technology [removed: categories.][added: categories and adapt to new and changing marketplaces for our products.]

The process of developing new high-technology products and services and enhancing existing products and services is complex, costly and uncertain, and any failure by us to anticipate customers’ changing needs and emerging technological trends accurately could significantly harm our market share, [added: cash flows,] results of operations and financial condition.

We must [added: optimize our cost structure,] make long-term investments, develop or acquire and appropriately protect intellectual property, and commit significant research and development and other resources before knowing whether our predictions will accurately reflect customer demand for our products and services.

Any failure to accurately predict technological and business trends, control research and development costs or execute our [removed: innovation] strategy could harm our business and financial performance.

Our research and development initiatives [added: or other investments] may not be successful in whole or in part, including research and development projects which we have prioritized with respect to funding and/or [removed: personnel.][added: personnel, and our customers may not adopt our new business models.]

[removed: If] [added: If] we cannot continue to produce [removed: quality] [added: high-quality and secure] products and services, our reputation, business and financial performance may [removed: suffer.][added: suffer.]

Our business is also exposed to the risk of defects in third-party components included in our products, including security vulnerabilities, as illustrated by the [removed: recent] “Spectre” and “Meltdown” side-channel exploit threats.

In addition, quality and security issues, including those resulting from defects or security vulnerabilities in third-party components, can impair our relationships with new or existing customers and adversely affect our brand and reputation, which could, in turn, adversely affect our [added: cash flows,] results of [removed: operations.][added: operations and financial condition.]

[removed: We] [added: We] are exposed to fluctuations in foreign currency exchange rates, which could adversely impact our [removed: results.][added: results.]

[removed: Global] economic [removed: events, including trade disputes, economic] sanctions and emerging market volatility, and associated uncertainty may cause currencies to fluctuate, which may contribute to variations in our sales of products and services in impacted jurisdictions.

[removed: Accordingly,] [added: Because a majority of our revenues are generated outside the United States,] fluctuations in foreign currency exchange rates, such as the strengthening of the U.S. dollar against the euro or the British pound or the weakness of the Japanese yen, could adversely affect our net revenue growth in future periods.

[removed: Recent] [added: Recent] global, regional and local economic weakness and uncertainty could adversely affect our business and financial [removed: performance.][added: performance.]

Ongoing U.S. federal government spending limits may continue to reduce demand for our products and services from organizations that receive funding from the U.S. government, and could negatively affect [added: macroeconomic conditions in the United States, which could further reduce demand for our products and services.]

[removed: macroeconomic conditions] [added: which] in [added: turn depends on] the [removed: United States, which could further reduce] [added: overall] demand for our products and services.

Political developments impacting international trade, including continued uncertainty surrounding Brexit, trade disputes and increased tariffs, particularly between the United States and China, may negatively impact markets and cause weaker macroeconomic [removed: conditions.][added: conditions or drive political or national sentiment, weakening demand for our products and services.]

Economic weakness and uncertainty [added: and political or nationalist sentiment impacting global trade, including the willingness of non-U.S. consumers to purchase goods or services from U.S. corporations,] may adversely affect demand for our products and services, may result in increased expenses due to higher allowances for doubtful accounts and potential goodwill and asset impairment charges, and may make it more difficult for us to accurately forecast revenue, gross margin, cash flows and expenses.

In addition, our business may be disrupted if we are unable to obtain equipment, parts or components from our suppliers—and our suppliers from their suppliers—due to the insolvency of key suppliers or the inability of key suppliers to obtain [removed: credit.][added: credit, or if any of our distributors, including wholesale and retail distributors, lack sufficient financial resources to withstand economic weakness.]

[removed: The] [added: The] net revenue and profitability of our operations have historically varied, which makes our future financial results less [removed: predictable.][added: predictable.]

Overall gross margins and profitability in any given period are dependent on the product, service, customer and geographic mix reflected in that period’s net revenue, [removed: which in turn depends on the overall demand for our products and services.]

Delays or reductions in [removed: hardware and related services] spending by our customers or potential customers could have a material adverse effect on demand for our products and services, which could result in a significant decline in net revenue.

Competition, lawsuits, investigations, increases in component and manufacturing costs that we are unable to pass on to our customers, [added: increased tariffs,] component supply disruptions and other risks affecting our businesses may also have a significant impact on our overall gross margin and profitability.

Market trends, industry shifts, competitive pressures, commoditization of products, increased component or shipping costs, [added: increased tariffs,] regulatory impacts and other factors may result in reductions in revenue or pressure on gross margins in a given period, which may lead to adjustments to our operations.

[removed: Moreover, our] [added: Our] efforts to address the challenges facing our business could increase the level of variability in our financial results because the rate at which we are able to realize the benefits from those efforts may vary from period to period.

[removed: If] [added: If] we fail to manage the distribution of our products and services properly, our business and financial performance could [removed: suffer.][added: suffer.]

Successfully managing the interaction of our direct [added: sales] and indirect channel [added: sales] efforts to reach various potential customer segments for our products and services is a complex process.

Moreover, since each distribution method has distinct risks and gross margins, [removed: our] [added: any] failure to implement the most advantageous balance in the delivery model for our products and services could adversely affect our net revenue and gross margins and therefore our profitability.

[removed: Moreover, some of our wholesale and retail distributors may have insufficient financial] resources and may not be able to withstand changes in business conditions, including economic weakness, industry consolidation and market trends.

Many of our significant distributors operate on narrow margins and have been negatively [added: affected by business pressures in the past.]

Net revenue from indirect sales could suffer, and we could experience disruptions in distribution, if our distributors’ financial conditions, abilities to borrow funds or operations [removed: weaken.][added: weaken or if our distributors cannot successfully compete in the online or omnichannel marketplace.]

[removed: Distributors] [added: Our forecasts] may [added: not accurately predict demand, and distributors may] increase orders during periods of product shortages, cancel orders if their inventory is too high or delay orders in anticipation of new products.

Our reliance upon indirect distribution [removed: methods] [added: methods, including a multi-tiered channel,] may reduce our visibility into [added: inventories,] demand and pricing trends and issues, and therefore make forecasting more difficult.

For example, a competitive pricing environment and weakened market in certain geographies with associated customer pricing sensitivity has presented market challenges in Printing.

software and internet infrastructure offerings, and our sustainability performance.

Customers are increasingly using online and omnichannel resellers and distributors to purchase our products.

These resellers and distributors often sell our products alongside competing products, including non-original supplies, or they may highlight the availability of lower cost non-original supplies.

We expect this competition will continue, and it may negatively impact our financial performance, particularly if large commercial customers purchase competing products instead of HP products.

For example, our go-to-market strategy, including online, omnichannel and contractual sales, needs to evolve in-line with market dynamics, forces and demand.

If we cannot innovate, develop and execute evolutionary strategies in this changing environment, then we may not be able to successfully compete and maintain the value proposition of our products, including supplies.

For example, our strategy includes advancing our position in the Personal Systems and Printing markets.

In Personal Systems, we are

focused on reinventing computing experiences, growing the lifetime value of our products, and accelerating services and solutions; in Printing, we are focused on driving print innovation, maximizing the value of our installed base of printers, accelerating our contractual business model and pivoting our business models to providing customers choice.

Our strategy also includes disrupting in our industrial businesses, primarily by expanding our Graphics and 3D Printing solutions and unlocking new sources of value from microfluidics.

Moreover, new products and services may not be profitable, and even if they are profitable, operating margins for some new products and businesses may not be as high as the margins we have experienced historically.

For example, our supplies business has recently experienced declining revenues due to declines in market share, installed base and usage, and increased customer pricing sensitivity.

services for prices in excess of the then-current market price, we may be at a disadvantage to competitors who have access to components or services at lower prices, our gross margin could suffer, and we could incur additional charges relating to inventory obsolescence.

Moreover, some of our wholesale and retail distributors may have insufficient financial

They may also have difficulty selling our products under new business models.

Sales of our products by channel partners to unauthorized resellers or unauthorized resale of our products could also make our forecasting more difficult and impact pricing in the market.

In addition, factors in different markets may cause differential discounting between the geographies where our products are sold, which makes it difficult to achieve global consistency in pricing and creates the opportunity for grey marketing.

| • | Our due diligence process may fail to identify significant issues with the acquired company’s product quality, financial disclosures, accounting practices or internal controls. |

Integration issues are often time-consuming and expensive

We began implementing the 2020 restructuring plan in the fourth quarter of fiscal 2019 and expect to complete the restructuring by the end of fiscal 2022.

such third parties may demand cross-licenses to our IP.

Finally, we may rely on third-parties to enforce certain IP rights.

For instance, we rely on Canon to enforce IP rights associated with certain LaserJet products.

Failure by Canon to do so could impair our ability to protect our market share for those products.

Breaches of our facilities, network, or data security could disrupt the security of our systems and

business applications, impair our ability to provide services to our customers and protect the privacy of their data, result in product development delays, compromise confidential or technical business information harming our reputation or competitive position, result in theft or misuse of our IP or other assets, require us to allocate more resources to improved technologies, or otherwise adversely affect our business.

Moreover, these threats are constantly evolving, thereby increasing the difficulty of successfully defending against them or implementing adequate preventative measures.

In some instances, we may have no current capability to detect certain vulnerabilities, which may allow them to persist in the environment over long periods of time.

| • | political or nationalist sentiment impacting global trade, including the willingness of non-U.S. consumers to purchase goods or services from U.S. corporations; |

Beginning in 2018, the United States commenced certain trade actions, including imposing tariffs on certain goods imported from China and other countries, which has resulted in retaliatory tariffs by China and other countries.

Additional tariffs imposed by the United States on a broader range of imports, or further retaliatory trade measures taken by China or other countries in response, could increase the cost of our products and the components that go into making them.

These increased costs could adversely impact our overall gross margin and profitability.

Tariffs could also make our products more expensive for customers, which could make our products less competitive and reduce demand.

Global economic events, including trade disputes,

In addition, global climate change may result in certain natural disasters occurring more frequently or with greater intensity, such as drought, wildfires, storms, sea-level rise, and flooding.

Even if our operations are unaffected or recover quickly, if our customers cannot timely resume their own operations due to a catastrophic event, they may reduce or cancel their orders, which may adversely affect our results of operations.

There can be no assurance that such laws and regulations will not be changed in ways that will require us to modify our business models and objectives or affect our returns on investments by restricting existing activities and products, subjecting them to escalating costs or prohibiting them outright.

Future

| • | developments relating to the acquisition proposal made to us by Xerox Holdings Corporation; and |

For example, to offset industry declines in some of our businesses, our strategy is to successfully grow in adjacencies such as copier printers, maintain our strong position in graphics, scale our 3D Printing, Managed Print Services and Device as a Service businesses and execute on our Personal Systems growth strategy by providing specialized products and services that address the needs of our customers.

affected by business pressures in the past.

consolidated in certain geographical areas is unknown and remains uncertain.

we may be required to incur additional material charges relating to the impairment of those assets.

be substantial.

In addition, uncertainties related to the interpretation of the TCJA could materially impact our tax obligations and effective tax rate, as well as our business strategy and tax planning.

| • | [removed: Overview.] [added: *Overview.*] A discussion of our business and other highlights affecting the company to provide context for the remainder of this MD&A. |

| • | [removed: Critical] [added: *Critical] Accounting Policies and [removed: Estimates.] [added: 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. |

| • | [removed: Results] [added: *Results] of [removed: Operations.] [added: Operations.*] An analysis of our [removed: continuing] financial results comparing fiscal year [removed: 2018] [added: 2019] to fiscal year [removed: 2017] [added: 2018] and fiscal year [removed: 2017] [added: 2018] to fiscal year [removed: 2016.] [added: 2017.] A discussion of the results of [removed: continuing] operations is followed by a more detailed discussion of the results of operations by segment. |

| • | [removed: Liquidity] [added: *Liquidity] and Capital [removed: Resources.] [added: Resources.*] An analysis of changes in our cash flows and a discussion of our liquidity and financial condition. |

| • | [removed: Contractual] [added: *Contractual] and Other [removed: Obligations.] [added: Obligations.*] An overview of contractual obligations, retirement and post-retirement benefit plan contributions, cost-saving plans, uncertain tax positions and off-balance sheet arrangements. |

The discussion of financial condition and results of our [removed: 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.

[removed: HP] [added: HP] INC. AND [removed: SUBSIDIARIES][added: SUBSIDIARIES]

[removed: Management’s] [added: Management’s] Discussion and Analysis [removed: of][added: of]

[removed: Financial] [added: Financial] Condition and Results of Operations [removed: (Continued)][added: (Continued)]

[removed: OVERVIEW][added: OVERVIEW]

Corporate Investments include HP Labs and certain business incubation [added: and investment] projects.

| • | In Personal Systems, our strategic focus is on profitable growth through [removed: 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 [removed: premium form factors such as convertible notebooks to meet customer preference for mobile, thinner] [added: end point services] and [removed: lighter devices.] [added: solutions.] We [removed: have increased our focus] [added: are focused] on [removed: Device as a Service] [added: services including DaaS] as the market begins to shift to contractual solutions. We believe that we are well positioned due to our competitive product lineup. |

One set of challenges relates to dynamic market trends, such as forecasted declining PC Client markets and [removed: flat] home printing markets.

A third set of challenges relates to business model changes and our go-to-market [removed: execution.][added: execution in an evolving distribution and reseller landscape, with increasing online and omnichannel presence.]

| • | In Personal Systems, we face challenges with industry component [removed: availability.] [added: availability and a competitive pricing environment.] |

| • | In Printing, [removed: we are seeing signs of stabilization] [added: a competitive pricing environment, including from non-original supplies (which includes imitation, refill or remanufactured alternatives), and a weakened market in certain geographies with associated pricing sensitivity] of [removed: demand] [added: our customers present challenges. We also face challenges] in [removed: consumer] [added: Printing due to our multi-tier distribution network, primarily in EMEA, including limiting grey marketing] and [removed: commercial markets, but are still experiencing an overall competitive] [added: the potential misuse of] pricing [removed: environment.] [added: programs.] We [added: also] obtain many [added: Printing] components from single sources due to technology, availability, price, quality or other considerations. For instance, we source the majority of our A4 and a portion of our A3 portfolio of laser printer engines and laser toner cartridges from Canon. Any decision by either party to not renew our agreement with Canon or to limit or reduce the scope of the agreement could adversely affect our net revenue from LaserJet products; however, we have a long-standing business relationship with Canon and anticipate renewal of this agreement. [removed: We are also seeing increases in commodity costs impacting our bill of materials.] |

The [added: full] impact of these and other global macroeconomic challenges on our business cannot be known at this time.

In addition, we continue to work on improving our [removed: operations,] [added: operations and adapting our business models,] with a particular focus on enhancing our end-to-end [removed: processes] [added: processes, analytics] and efficiencies.

We also continue to work on optimizing our sales coverage models, [removed: align] [added: aligning] our sales incentives with our strategic goals, [removed: improve] [added: improving] channel [removed: execution, strengthen] [added: execution and inventory management, strengthening] our capabilities in our areas of strategic focus, [added: strengthening our pricing discipline,] and [removed: develop] [added: developing] and [removed: capitalize] [added: capitalizing] on market opportunities.

For a further discussion of trends, uncertainties and other factors that could impact our [removed: continuing] operating results, see the section entitled “Risk Factors” in Item 1A in this Annual Report on Form 10-K.

[removed: CRITICAL] [added: CRITICAL] ACCOUNTING POLICIES AND [removed: ESTIMATES][added: ESTIMATES]

[removed: General][added: *General*]

[removed: Revenue Recognition][added: *Revenue Recognition*]

We enter into contracts to sell our products and services, and while many of our sales [removed: agreements] [added: contracts] contain standard terms and conditions, there are [removed: agreements] [added: contracts] which contain non-standard terms and conditions.

Further, many of our arrangements include multiple [removed: elements.][added: performance obligations.]

As a result, significant contract interpretation may be required to determine the appropriate accounting, including the identification of [removed: deliverables considered to be separate units of accounting,] [added: performance obligations that are distinct,] the allocation of the transaction price among [removed: elements] [added: performance obligations] in the arrangement and the timing of [removed: revenue recognition] [added: transfer of control of promised goods or services] for each of those [removed: elements.][added: performance obligations.]

[removed: We establish VSOE of selling price using the price charged for a deliverable when sold] separately [added: (“observable price”)] and, in [removed: rare] [added: some] instances, using the price established by management having the relevant authority.

[removed: ESP] [added: When observable price] is [removed: established] [added: not available, we establish SSP] based on management’s judgment considering internal factors such as margin objectives, pricing practices and controls, customer segment pricing strategies and the product [removed: life cycle.][added: life-cycle.]

Consideration is also given to market conditions such as competitor pricing strategies and [removed: industry] technology [added: industry] life cycles.

[added: We may modify or] develop new go-to-market practices in the future, which may result in changes in selling prices, impacting [removed: both VSOE of] [added: standalone] selling price [added: determination applying the aforementioned management judgments] and [removed: ESP.][added: estimates.]

In most arrangements with multiple [removed: elements,] [added: performance obligations,] the transaction price is allocated to [removed: the individual units of accounting] [added: each performance obligation] at the inception of the arrangement based on their relative selling price.

This may change the pattern and timing of revenue recognition for identical arrangements executed in future [removed: periods,] [added: periods] but will not change the total revenue recognized for any given arrangement.

We reduce [added: the transaction price at the time of] revenue [added: recognition] for customer and distributor programs and incentive offerings, [removed: including price protection,] rebates, promotions, other volume-based incentives and expected returns.

[removed: Warranty][added: *Warranty*]

Over the last three fiscal years, the annual warranty expense and actual warranty costs have averaged approximately 1.8% [removed: and 2.0%] of annual net [removed: revenue, respectively.][added: revenue.]

[removed: Restructuring] [added: *Restructuring] and Other [removed: Charges][added: Charges*]

We have engaged in restructuring actions which require management to estimate the timing and amount of severance and other employee separation costs for workforce reduction [added: and enhanced early retirement] programs, fair value of assets made redundant or obsolete, and the fair value of lease cancellation and other exit costs.

Other charges include non-recurring costs that are distinct from ongoing operational costs [removed: such as information technology costs] incurred in connection with the [removed: Separation.][added: Separation or information technology rationalization efforts.]

[removed: Retirement] [added: *Retirement] and Post-Retirement [removed: Benefits][added: Benefits*]

The following table provides the impact a change of 25 basis points in each of the weighted-average assumptions of the discount rate, expected increase in compensation levels and expected long-term return on plan assets would have had on our net periodic benefit cost for fiscal year [removed: 2018:][added: 2019:]

| • | In Printing, our strategic focus is on Contractual solutions and Graphics, as well as expanding our footprint in the 3D printing and digital manufacturing marketplace. In Contractual solutions we have a continued focus on Managed Print Services and Instant Ink. In Graphics, we are focused on innovations such as our Indigo and Latex product offerings. |

Additional challenges we face at the segment level are set forth below.

Specifically, in October 2019, we announced cost-reduction and operational efficiency initiatives intended to simplify the way we work, move closer to our customers and facilitate specific investment in our business.

These efforts include transforming our operating model to integrate our sales force into a single commercial organization and reducing structural costs across the company through our restructuring plan approved in September 2019 (the “Fiscal 2020 Plan”).

We expect to invest some of the savings from these efforts across our businesses, including investing to build our digital capabilities.

Over time, we expect these investments will make us more efficient and allow us to advance our positions in Personal Systems and Printing, while also disrupting new industries where we see attractive medium to long-term growth opportunities.

However, the rate at which we are able to invest in our business and the returns that we are able to achieve from these investments will be

HP INC. AND SUBSIDIARIES

Management’s Discussion and Analysis of

Financial Condition and Results of Operations (Continued)

affected by many factors, including the efforts to address the execution, industry and macroeconomic challenges facing our business as discussed above.

As a result, we may experience delays in the anticipated timing of activities related to these efforts, and the anticipated benefits of these efforts may not materialize.

We recognize revenue depicting the transfer of promised goods or services to customers in an amount that reflects the consideration to which we are expected to be entitled in exchange for those goods or services.

We evaluate customers’ ability to pay based on various factors like historical payment experience, financial metrics and customer credit scores.

We evaluate each performance obligation in an arrangement to determine whether it represents a distinct good or services.

A performance obligation constitutes distinct goods or services when the customer can benefit from the goods or services either on its own or together with other resources that are readily available to the customer and the performance obligation is distinct within the context of the contract.

Transaction price is the amount of consideration to which we expect to be entitled in exchange for transferring goods or services to the customer.

If the transaction price includes a variable amount, we estimate the amount using either the expected value or most likely amount method.

We use estimates to determine the expected variable consideration for such programs based on historical experience, expected consumer behavior and market conditions.

When a sales arrangement contains multiple performance obligations, such as hardware and/or services, we allocate revenue to each performance obligation in proportion to their selling price.

The selling price for each performance obligation is based on its standalone selling price (“SSP”).

We establish SSP using the price charged for a performance obligation when sold

HP INC. AND SUBSIDIARIES

Management’s Discussion and Analysis of

Financial Condition and Results of Operations (Continued)

Revenue is recognized when, or as, a performance obligation is satisfied by transferring control of a promised good or service to a customer.

We generally invoice the customer upon delivery of the goods or services and the payments are due as per contract terms.

For fixed price support or maintenance and other service contracts that are in the nature of stand-ready obligations, payments are generally received in advance from customers and revenue is recognized on a straight-line basis over the duration of the contract.

In instances when revenue is derived from sales of third-party vendor products or services, we record revenue on a gross basis when we are a principal in the transaction and on a net basis when we are acting as an agent between the customer and the vendor.

We consider several factors to determine whether we are acting as a principal or an agent, most notably whether we are the primary obligor to the customer, have established our own pricing and have inventory and credit risks.

HP INC. AND SUBSIDIARIES

Management’s Discussion and Analysis of

Financial Condition and Results of Operations (Continued)

In December 2017, the SEC staff issued SAB No. 118, which allows registrants to record provisional amounts during a one year “measurement period”.

In January 2019, we completed our accounting for the tax effects of the TCJA with no material changes to the provisional amounts recorded during the measurement period.

In January 2018, the FASB released guidance on the accounting for tax on the Global Minimum Tax provisions of TCJA.

The Global Minimum Tax provisions impose a tax on foreign income in excess of a deemed return on tangible assets of foreign corporations.

We have elected to treat the Global Minimum Tax inclusions as period costs.

HP INC. AND SUBSIDIARIES

Management’s Discussion and Analysis of

| | |

| --- | --- |

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

| • | In Printing, our strategic growth focus is on shifting to contractual solutions and Graphics, as well as expanding our footprint in the 3D printing marketplace. Business printing includes delivering solutions to SMBs and enterprise customers, such as multi-function and PageWide printers, including our JetIntelligence lineup of LaserJet printers. The shift to contractual solutions includes an increased focus on Managed Print Services and Instant Ink, which presents strong after-market supplies opportunities. In the Graphics space, we are focused on innovations such as our Indigo and Latex product offerings. We plan to continue to focus on shifting the mix in the installed base to higher value units and expanding our innovative Ink, Laser, Graphics and 3D printing programs. We continue to execute on our key initiatives of focusing on high-value products targeted at high usage categories and introducing new revenue delivery models. Our focus is on placing higher value printer units which offer strong annuity of toner and ink, the design and deployment of A3 products and solutions, accelerating growth in Graphic solutions and 3D printing. |

SEPARATION TRANSACTION

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

We recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred or services are rendered, the sales price or fee is fixed or determinable and collectability is reasonably assured, as well as when other revenue recognition principles are met, including industry-specific revenue recognition guidance.

We recognize revenue for delivered elements as separate units of accounting when the delivered elements have standalone value to the customer.

For elements with no standalone value, we recognize revenue consistent with the pattern of the delivery of the final deliverable.

If the arrangement includes a customer-negotiated refund or return right or other contingency relative to the delivered items and the delivery and performance of the undelivered items is considered probable and substantially within our control, the delivered element constitutes a separate unit of accounting.

In arrangements with combined units of accounting, changes in the allocation of the transaction price among elements may impact the timing of revenue recognition for the contract but will not change the total revenue recognized for the contract.

We establish the selling prices used for each deliverable based on vendor specific objective evidence (“VSOE”) of selling price, if available, third-party evidence (“TPE”), if VSOE of selling price is not available, or estimated selling price (“ESP”), if neither VSOE of selling price nor TPE is available.

We evaluate TPE of selling price by reviewing largely similar and interchangeable competitor products or services in standalone sales to similarly situated customers.

We may modify or

However, the aforementioned factors may result in a different allocation of the transaction price to deliverables in multiple element arrangements entered into in future periods.

Future market conditions and product transitions may require us to take actions to increase customer incentive offerings, possibly resulting in an incremental reduction of revenue at the time the incentive is offered.

For certain incentive programs, we estimate the number of customers expected to redeem the incentive based on historical experience and the specific terms and conditions of the incentive.

For hardware products, we recognize revenue generated from direct sales to end customers and indirect sales to channel partners (including resellers, distributors and value-added solution providers) when the revenue recognition criteria are satisfied.

For indirect sales to channel partners, we recognize revenue at the time of delivery when the channel partner has economic substance apart from HP and HP has completed its obligations related to the sale.

We recognize revenue from fixed-price support or maintenance contracts ratably over the contract period.

In fiscal year 2018, we recorded a provisional tax benefit of $760 million as a provisional estimate under the SEC Staff Accounting Bulletin (“SAB”) No. 118.

In December 2017, the SEC staff issued SAB No. 118, which addresses how a company recognizes provisional estimates when a company does not have the necessary information available, prepared or analyzed (including computations) in reasonable detail to complete its accounting for the effect of the changes in the TCJA.

The measurement period ends when a company has obtained, prepared, and analyzed the information necessary to finalize its accounting, but cannot extend beyond one year.

The final impact of the TCJA may differ from the provisional estimates due to changes in interpretations of the TCJA, legislative action to address questions that arise because of the TCJA, changes in accounting standard for income taxes and related interpretations in response to the TCJA, and updates or changes to estimates used in the provisional amounts.

Resolution of the provisional estimates of the TCJA effects that are different from the assumptions made by us could have a material impact on our financial condition and operating results.

Prior to the enactment of the TCJA, our effective tax rate included the impact of certain undistributed foreign earnings for which we have not provided U.S. federal taxes because we had planned to reinvest such earnings indefinitely outside the United States.

We plan distributions of foreign earnings based on projected cash flow needs as well as the working capital and long-term investment requirements of our foreign subsidiaries and our domestic operations.

Based on these assumptions, we estimate the amount we expect to indefinitely invest outside the United States and the amounts we expect to distribute to the United States and provide the U.S. federal taxes due on amounts expected to be distributed to the United States.

companies to the reporting unit.

| Defined benefit plan settlement charges | 7 | | | | 0.0% | | | 5 | | | | 0.0% | | | 179 | | | | 0.4 | % |

| Earnings from continuing operations | 4,064 | | | | 7.0 | % | | 3,519 | | | | 6.8 | % | | 3,549 | | | | 7.4 | % |

| Net loss from discontinued operations, net of taxes | — | | | | | | | — | | | | | | | (170 | | ) | | | |

| Net earnings | $ | 5,327 | | | | | | $ | 2,526 | | | | | | $ | 2,496 | | | | |

The primary factors impacting the gross margin decrease were lower Personal System gross margin driven by higher commodity costs, unfavorable foreign currency impacts and a higher mix of Personal Systems revenue, partially offset by productivity improvements in Printing.

R&D expense decreased 2% in fiscal year 2017 compared to fiscal year 2016, primarily due to lower spend as a result of the launch of A3 products in fiscal year 2016, partially offset by continuing investment in Printing.

SG&A expense increased 14% in fiscal year 2017 as compared to fiscal year 2016, primarily due to a gain from the divestiture of marketing optimization assets in fiscal year 2016 and an increase in field selling costs.

As a result of U.S. tax reform, a blended U.S. federal statutory rate of 23% was computed for the fiscal year ending October 31, 2018.

Ireland.

The gross income tax benefits related to these favorable tax rates are in addition to transitional impacts of U.S. tax reform and resolution of various audits and tax litigation.

However, as of October 31, 2018, we recorded a provisional tax benefit of $760 million related to $5.6 billion net benefit for the decrease in our deferred tax liability on unremitted foreign earnings, partially offset by $3.3 billion net expense for the deemed repatriation tax payable in installments over eight years, a $1.2 billion net expense for the remeasurement of our deferred assets and liabilities to the new U.S. statutory tax rate and a $317 million net expense related to realization on U.S. deferred taxes that are expected to be realized at a lower rate.

[removed: Foreign] [added: *Foreign] currency exchange rate [removed: risk][added: risk*]

We transact business in [removed: approximately 44] [added: over 40] currencies worldwide, of which the most significant foreign currencies to our operations for fiscal year [removed: 2018] [added: 2019] were the euro, Chinese yuan renminbi, the [removed: British pound] [added: Japanese yen] and the [removed: Indian rupee.][added: British pound.]

We have performed sensitivity analyses for continuing operations as of October 31, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] 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 foreign currency exchange rates we used in performing the sensitivity analysis were based on market rates in effect at October 31, [removed: 2018] [added: 2019] and [removed: 2017.][added: 2018.]

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 [removed: $75] [added: $81] million and [removed: $64] [added: $75] million at October 31, [removed: 2018] [added: 2019] and October 31, [removed: 2017,] [added: 2018,] respectively.

[removed: Interest] [added: *Interest] rate [removed: risk][added: risk*]

We have performed sensitivity analyses as of October 31, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] 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 discount rates used were based on the market interest rates in effect at October 31, [removed: 2018] [added: 2019] and [removed: 2017.][added: 2018.]

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 [removed: $69] [added: $49] million at October 31, [removed: 2018] [added: 2019] and [removed: $61] [added: $69] million at October 31, [removed: 2017.][added: 2018.]

[removed: Business Overview][added: Business Overview]

[removed: On November 1, 2015, we completed] [added: As part of] the separation of Hewlett Packard Enterprise Company (“Hewlett Packard Enterprise”), Hewlett-Packard Company’s former enterprise technology infrastructure, software, services and financing businesses (the [removed: “Separation”).][added: “Separation”) on November 1, 2015, HP and Hewlett Packard Enterprise entered into a separation and distribution agreement, an employee matters agreement and various other agreements which remain enforceable that provide a framework for the continuing relationships between the parties.]

[removed: HP] [added: HP] Products and Services; Segment [removed: Information][added: Information]

Corporate Investments includes HP Labs and certain business incubation [added: and investment] projects.

[removed: Personal Systems][added: Personal Systems]

Both [removed: Commercial] [added: commercial] and [removed: Consumer] [added: consumer] PCs [removed: and Commercial mobility devices] maintain a multi-operating system, multi-architecture strategies using Microsoft Windows, Google Chrome, Android operating systems and use predominantly processors from Intel Corporation (“Intel”) and Advanced Micro Devices, Inc. (“AMD”).

[removed: Commercial PCs] [added: *Commercial PCs*] are optimized for use by [removed: customers including] enterprise, public sector and SMB customers, with a focus on robust designs, security, serviceability, connectivity, reliability and manageability in networked and cloud-based environments.

[removed: Consumer PCs] [added: *Consumer PCs*] are optimized for consumer usage, focusing on gaming, consuming multi-media for entertainment, managing personal life activities, staying connected, sharing information, getting things done for work including [removed: content creation,] [added: creating content,] staying informed and [removed: security and include HP Spectre, HP Envy, HP Pavilion, HP Chromebook, HP Stream, Omen by HP lines of notebooks and hybrids and HP Envy, HP Pavilion and Omen by HP desktops and all-in-one lines.][added: security.]

- [removed: Notebooks] [added: *Notebooks*] consists of [removed: Consumer] [added: consumer] notebooks, [removed: Commercial] [added: commercial] notebooks, mobile workstations and [removed: Commercial] [added: commercial] mobility devices;

| • | [removed: Desktops] [added: *Desktops*] includes [removed: Consumer] [added: consumer] desktops, [removed: Commercial] [added: commercial] desktops, thin clients, and retail POS systems; |

| • | [removed: Workstations] [added: *Workstations*] consists of desktop workstations and accessories; and |

| • | [removed: Other] [added: *Other*] consists of [removed: Consumer] [added: consumer] and [removed: Commercial] [added: commercial] services as well as other Personal Systems capabilities. |

[removed: Printing][added: Printing]

[removed: Office] [added: *Office] Printing [removed: Solutions] [added: Solutions*] delivers HP’s office printers, [removed: Supplies,] [added: supplies,] services, and solutions to SMBs and large enterprises.

It also includes [added: some] Samsung Electronics Co., Ltd (“Samsung”)-branded and Original Equipment Manufacturer (“OEM”) [removed: hardware, supplies] [added: hardware] and solutions.

[removed: Home] [added: *Home] Printing [removed: Solutions] [added: Solution*s] delivers innovative printing [removed: products] [added: products, supplies, services] and solutions for the home, home business and micro business customers utilizing both HP’s Ink and Laser [removed: technologies.][added: technologies (including laser technology from some Samsung-branded products).]

[removed: Graphics Solutions] [added: *Graphics Solutions*] delivers large-format, commercial and industrial solutions [added: and supplies] to print service providers and packaging converters through a wide portfolio of printers and presses (HP DesignJet, HP Latex, HP [removed: Scitex,] [added: Stitch,] HP Indigo and HP PageWide Web [removed: Presses).][added: Presses) and related components.]

| • | [removed: Commercial Hardware] [added: *Commercial Hardware*] consists of [removed: Office Printing Solutions, Graphics Solutions] [added: office printing solutions, graphics solutions] and 3D [removed: Printing,] [added: Printing and Digital Manufacturing,] excluding supplies; |

| • | [removed: Consumer Hardware includes Home Printing Solutions,] [added: *Consumer Hardware* consists of home printing solutions,] excluding supplies; and |

| [removed: •] [added: *•*] | [removed: Supplies] [added: *Supplies*] comprises a set of highly innovative consumable products, ranging from [removed: Ink] [added: ink] and [removed: Laser] [added: laser] cartridges to media, graphics [removed: supplies, 3D printing] supplies and [removed: Samsung-branded A4 and A3 supplies] [added: 3D Printing] and [removed: OEM] [added: Digital Manufacturing] supplies, for recurring use in [removed: Consumer] [added: consumer] and [removed: Commercial Hardware.] [added: commercial hardware.] |

[removed: Corporate Investments][added: Corporate Investments]

[removed: Sales,] [added: Sales,] Marketing and [removed: Distribution][added: Distribution]

The mix of our business conducted by direct sales or channel sales differs by business and [removed: region.][added: geographic market.]

We believe that customer buying patterns and different [removed: regional] [added: geographic] market conditions require us to tailor our sales, marketing and distribution efforts to the [removed: regional] [added: geographic market] and [removed: sub-regional] [added: sub-geographic] specificities for each of our businesses.

[removed: Manufacturing] [added: Manufacturing] and [removed: Materials][added: Materials]

[added: We use] multiple OMs to maintain flexibility in our supply chain and manufacturing processes.

Additionally, we manufacture finished products from components and [removed: subassemblies] [added: sub-assemblies] that we acquire from a wide range of vendors.

We purchase materials, supplies and product [removed: subassemblies] [added: sub-assemblies] from a substantial number of vendors.

[removed: International][added: International]

[removed: Research] [added: Research] and [removed: Development][added: Development]

For a discussion of risks attendant to our research and development activities, see “Risk Factors—If we cannot successfully execute our [removed: go-to-market] strategy and continue to develop, manufacture and market innovative products and services, our business and financial performance may suffer,” in Item 1A, which is incorporated herein by reference.

[removed: Patents][added: Patents]

At October 31, [removed: 2018,] [added: 2019,] our worldwide patent portfolio included over [removed: 26,000 patents, including patents acquired from Samsung.][added: 27,000 patents.]

For a discussion of risks attendant to IP rights, see “Risk Factors—Our financial performance may suffer if we cannot continue to develop, license or enforce the intellectual property rights on which our businesses [removed: depend,”] [added: depend”, “Risk Factors—Our products and services depend] in [added: part on IP and technology licensed from third parties” and “Risk Factors—Third-party claims of IP infringement are commonplace in our industry and successful third-party claims may limit or disrupt our ability to sell our products and services” in] Item 1A, which is incorporated herein by reference.

[removed: Backlog][added: Backlog]

[removed: Seasonality][added: Seasonality]

[removed: Competition][added: Competition]

We compete on the basis of technology, [added: 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, security, availability of application software and internet infrastructure offerings, and our sustainability performance.

[added: Personal Systems.] The markets in which Personal Systems operates are highly competitive and are characterized by price [removed: competition.][added: competition and introduction of new products and solutions.]

Our primary competitors are Lenovo Group Limited, Dell Inc., Acer Inc., ASUSTeK Computer Inc., Apple Inc., Toshiba Corporation and Samsung Electronics Co., Ltd. In particular [removed: regions,] [added: geographies,] we also experience competition from local companies and from generically-branded or “white box” manufacturers.

These systems include HP Spectre, HP Envy, HP Pavilion, HP Chromebook, HP Stream, Omen by HP lines of notebooks and hybrids and HP Envy, HP Pavilion desktops and all-in-one lines, and Omen by HP desktops.

*3D Printing and Digital Manufacturing* offers a portfolio of additive manufacturing solutions and supplies to help customers succeed in their additive and digital manufacturing journey.

HP offers complete solutions in collaboration with an ecosystem of partners.

*Corporate Investments* includes HP Labs and certain business incubation and investment projects.

The PC market units showed marginal growth.

remanufactured alternatives), which are often available for lower prices but which can also offer lower print quality and reliability compared to HP original inkjet and toner supplies.

These and other competing products are often sold alongside our products through online or omnichannel resellers or distributors, or such resellers and distributors may highlight the availability of lower cost non-original supplies.

*Goals*.

*Planet*

| • | Use 30% post-consumer recycled content plastic (“RCP”) across our personal systems and print portfolio by 2025 (which refers to RCP as a percentage of total plastic used in all HP personal systems, printer hardware, and print cartridges shipped during the reporting year); |

*People*

*Community*

| | |

| --- | --- |

| | |

| --- | --- |

| • | Enroll 1 million HP LIFE (Learning Initiative for Entrepreneurs) users between 2016 and 2025; |

| | |

| --- | --- |

| • | Contribute $100 million in HP Foundation and employee community giving cumulatively by 2025 since the beginning of 2016; and |

| | |

| --- | --- |

| • | Contribute 1.5 million employee volunteering hours cumulatively by 2025, since the beginning of 2016. |

We are also subject to standards set by public and private entities related to sustainability issues such as energy consumption, reusing or recycling.

Claire Bramley; age 42; Global Controller

Ms. Bramley has served as Global Controller since December 2018.

Previously, Ms. Bramley served as the Regional Head of Finance for Europe-Middle East-Africa from June 2015 to December 2018 and Vice President of Worldwide Financial Planning and Analysis from May 2013 to June 2015.

Previously, she served as Chief Legal Officer and General Counsel from November 2015 to January 2019.

Christoph Schell; age 48; Chief Commercial Officer

Mr. Schell has served as Chief Commercial Officer since November 2019.

From November 2018 to October 2019, he served as the President of 3D Printing & Digital Manufacturing.

Before that, he served as President of the Americas region from November 2015 to November 2018 and managed the Americas region for the HP Print and Personal Systems business from August 2014 to November 2015.

Prior to rejoining HP in August 2014, Mr. Schell served as Executive Vice President of the Lighting business in Growth Markets at Philips.

Prior to Philips, Mr. Schell held various roles at HP and Procter & Gamble.

Tuan Tran; age 52; President of Imaging, Printing and Solutions

Previously, he served as Global Head & General Manager of the Office Printing Solutions business from 2016 to November 2019, and Global Head & General Manager of the LaserJet and Enterprise Solutions business from 2014 to 2016.

If the Board grants any waivers from Integrity at HP to any of our directors or executive officers, or if we amend

http://investor.hp.com/resources/information-request/default.aspx

Separation Transaction

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.

Ongoing key initiatives include the 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.

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 technologies like Photo Lifestyle products drive print relevance for a mobile generation.

3D Printing delivers the HP 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.

Each of our businesses and regions manages the definition and execution of its own go-to-market and distribution strategy.

We use

Therefore, we believe that backlog information is not material to an understanding of our overall business.

Personal Systems.

The PC market unit decline has moderated while market revenue has improved due to higher average selling prices.

Printing.

Other competitors also have developed and marketed new compatible cartridges for HP’s laser and inkjet products, particularly outside of the United States where IP protection is inadequate or ineffective.

Planet.

People.

Community.

Goals.

Catherine A.

Lesjak; age 59; Chief Operating Officer (interim)

Ms. Lesjak has served as interim Chief Operating Officer since July 2018.

Ms. Lesjak previously served as Chief Financial Officer since November 2015, and as Executive Vice President and Chief Financial Officer of Hewlett-Packard Company from 2007 to November 2015.

Ms. Lesjak also served as Hewlett-Packard Company’s interim Chief Executive Officer from August 2010 until November 2010.

She also serves as a director of SunPower Corporation.

Marie Myers; age 50; Global Controller and Head of Finance Services

Ms. Myers has served as Global Controller and Head of Finance Services since November 2015.

Prior to that from October 2014 to October 2015, Ms. Myers was in the Separation Management Office at Hewlett-Packard Company and held other key leadership roles at Hewlett-Packard Company, including Vice President for Printing and Personal Systems, HQ and Finance from May 2012 to October 2015 and Vice President of Finance for Personal Systems Group, Americas from March 2010 to May 2012.

Dion J.

Weisler; age 51; President and Chief Executive Officer

Previously, he served as Executive Vice President of the Printing and Personal Systems Group of Hewlett-Packard Company from June 2013 to November 2015 and as Senior Vice President and Managing Director, Printing and Personal Systems, Asia Pacific and Japan from January 2012 to June 2013.

Prior to joining Hewlett-Packard Company, he was Vice President and Chief Operating Officer of the Product and Mobile Internet Digital Home Groups at Lenovo Group Ltd., a technology company, from January 2008 to December 2011.

http://www.hp.com/investor/informationrequest

[removed: UNITED STATES][added: UNITED STATES]

[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: Washington,] [added: Washington,] D.C. [removed: 20549][added: 20549]

[removed: FORM 10-K][added: FORM 10-K]

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

| [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] [added: For] the [removed: fiscal year ended October] [added: Fiscal Year ended October] 31, [removed: 2018 | | |][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] |

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

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

[removed: HP INC.][added: HP INC.]

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

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

[removed: |] Securities registered pursuant to Section [removed: 12(b)] [added: 12(g)] of the Act: [removed: | | |]

| [removed: Title] [added: Title] of each [removed: class] [added: class] | [added: Trading Symbol(s)] | [removed: Name] [added: 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: ☒]

| Large accelerated filer [removed: x] | [added: ☒] | Accelerated filer [removed: o] | [added: ☐] | Non-accelerated filer [removed: o] | [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: $34,578,508,590] [added: $30,007,738,276] based on the last sale price of common stock on April 30, [removed: 2018.][added: 2019.]

The number of shares of HP Inc. common stock outstanding as of November 30, [removed: 2018] [added: 2019] was [removed: 1,553,494,507] [added: 1,453,187,484] shares.

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

| [removed: DOCUMENT DESCRIPTION] [added: DOCUMENT DESCRIPTION] | | [removed: 10-K PART] [added: 10-K PART] |

| Portions of the Registrant’s definitive proxy statement related to its [removed: 2019] [added: 2020] Annual Meeting of Stockholders to be filed pursuant to Regulation 14A within 120 days after Registrant’s fiscal year end of October 31, [removed: 2018] [added: 2019] are incorporated by reference into Part III of this Report. | | III |

[removed: HP] [added: HP] INC. AND [removed: SUBSIDIARIES][added: SUBSIDIARIES]

[removed: For] [added: | For] the [removed: Fiscal Year ended October 31, 2018][added: fiscal year ended | | |]

[removed: Table] [added: Table] of [removed: Contents][added: Contents]

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

[removed: | | [Forward-Looking Statements](#sC1CB4DDA940C57AB9BD6DD6974B8BFE4) | [3](#sC1CB4DDA940C57AB9BD6DD6974B8BFE4) |][added: Forward-Looking Statements]

| Item 1. | [removed: [Business](#sE46F2A99561E54F6997DEE6B95D56AD0)] [added: [Business](#s4BC2A5986187526381A5C2214FFBB5D0)] | [removed: [4](#sE46F2A99561E54F6997DEE6B95D56AD0)] [added: [4](#s4BC2A5986187526381A5C2214FFBB5D0)] |

| Item 1A. | [Risk [removed: Factors](#s95405A0AE34952ED87E6A311A4596BF7)] [added: Factors](#s21693DE7050D5E4C9A31042EF0159E80)] | [removed: [11](#s95405A0AE34952ED87E6A311A4596BF7)] [added: [11](#s21693DE7050D5E4C9A31042EF0159E80)] |

| Item 1B. | [Unresolved Staff [removed: Comments](#s4680853AB4475E4C8DEC82DE4E24A94A)] [added: Comments](#s8C1E2F13A6E55775AF848C5F79B46CF9)] | [removed: [26](#s4680853AB4475E4C8DEC82DE4E24A94A)] [added: [27](#s8C1E2F13A6E55775AF848C5F79B46CF9)] |

| Item 2. | [removed: [Properties](#s317D210E6BF5568A811B1DB994291431)] [added: [Properties](#s4AA0520D4DF15A25981AD5D4BF92402F)] | [removed: [26](#s317D210E6BF5568A811B1DB994291431)] [added: [27](#s4AA0520D4DF15A25981AD5D4BF92402F)] |

| Item 3. | [Legal [removed: Proceedings](#s34BA19FA77655404B43A107229F9ECE2)] [added: Proceedings](#s5C0D188C343E51DDA2E3673FA0047B22)] | [removed: [26](#s34BA19FA77655404B43A107229F9ECE2)] [added: [27](#s5C0D188C343E51DDA2E3673FA0047B22)] |

| Item 4. | [Mine Safety [removed: Disclosures](#s730AB311E5B058C282D91201A5B14D1E)] [added: Disclosures](#s037AD02C8A7D5753A9D6BC104FD0941B)] | [removed: [27](#s730AB311E5B058C282D91201A5B14D1E)] [added: [28](#s037AD02C8A7D5753A9D6BC104FD0941B)] |

| Item 5. | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#s454D211E73EA5E88B5566084A428161C)] [added: Securities](#s53A7FC84BF9E513586D47E8AE59FAB83)] | [removed: [28](#s454D211E73EA5E88B5566084A428161C)] [added: [29](#s53A7FC84BF9E513586D47E8AE59FAB83)] |

| Item 6. | [Selected Financial [removed: Data](#s6E8162CE5C1B5AC893B2B036A41C7AB7)] [added: Data](#s3F4B1866DC9951F6A5C18B60304C74F6)] | [removed: [30](#s6E8162CE5C1B5AC893B2B036A41C7AB7)] [added: [31](#s3F4B1866DC9951F6A5C18B60304C74F6)] |

| Item 7. | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#s5C27AF0EE95E5216AB754BBBFD9AF1D5)] [added: Operations](#sC1AE30429FE1597FA7E42810A58B018E)] | [removed: [31](#s5C27AF0EE95E5216AB754BBBFD9AF1D5)] [added: [32](#sC1AE30429FE1597FA7E42810A58B018E)] |

| Item 7A. | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#s939FE73554EE5DC1BD43CEB553D8FFBB)] [added: Risk](#sF9274938C4515D2BAE3F56AD06810D1C)] | [removed: [49](#s939FE73554EE5DC1BD43CEB553D8FFBB)] [added: [49](#sF9274938C4515D2BAE3F56AD06810D1C)] |

| October 31, 2019 | | |

| Or | | |

| 1-4423 | | |

| | | | |

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

| | | | |

| Delaware | | | 94-1081436 |

| 1501 Page Mill Road | | | 94304 |

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

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

(650) 857-1501

____________________

None

Yes ☒ No ☐

Yes ☒ No ☐

| | | | | | | | | | |

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

| | | | | | | | | | |

Yes ☐ No ☒

Form 10-K

10-K 1 hp-103118x10k.htm 10-K

| | | |

| Or | | |

| 1501 Page Mill Road, Palo Alto, California (Address of principal executive offices) | | 94304 (Zip code) |

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

| | | | | | | | | |

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

As of October 31, [removed: 2018,] [added: 2019,] we owned or leased approximately 18.3 million square feet of space worldwide, a summary of which is provided below.

| | [removed: Fiscal] [added: Fiscal] year ended October 31, [removed: 2018] [added: 2019] | | | | | | | |

| | [removed: Owned] [added: Owned] | | | [removed: Leased] [added: Leased] | | | [removed: Total] [added: Total] | |

| | [removed: (square] [added: (square] feet in [removed: millions)] [added: millions)] | | | | | | | |

| (Percentage) | [removed: 25] [added: 24] | % | | [removed: 75] [added: 76] | % | | 100 | % |

| Core data centers, manufacturing plants, research and development facilities and warehouse operations | [removed: 2.1] [added: 2.5] | | | [removed: 6.4] [added: 6.0] | | | 8.5 | |

| (1) | Excludes [removed: 1.4] [added: 1.3] million square feet of vacated space, of which [removed: 1.0] [added: 0.9] million square feet is leased to third parties. |

[removed: Principal] [added: Principal] Executive [removed: Offices][added: Offices]

Our principal executive offices, including our global headquarters, [added: which we lease,] are located at 1501 Page Mill Road, Palo Alto, California, United States.

[removed: Headquarters] [added: Headquarters] of Geographic [removed: Operations][added: Operations]

| [removed: Americas] [added: Americas] | | [removed: Europe,] [added: Europe,] Middle East, [removed: Africa] [added: Africa] | | [removed: Asia Pacific] [added: Asia Pacific] |

[removed: Product] [added: Product] Development and [removed: Manufacturing][added: Manufacturing]

| [removed: Americas United States—Corvallis,] [added: Americas *United States*—Corvallis,] San Diego, Boise, [removed: Houston,] Vancouver, [added: Spring,] Aguadilla, Puerto Rico | | [removed: Europe,] [added: Europe,] Middle East, [removed: Africa Israel—Kiryat-Gat,] [added: Africa *Israel—*Kiryat-Gat,] Rehovot, Netanya [removed: Spain—Barcelona] [added: *Spain—*Barcelona] |

| [removed: Asia Pacific China—Chongqing, Shanghai, Weihai India—Pantnagar Malaysia—Penang Singapore—Singapore South Korea—Suwon] [added: Asia Pacific *China—*Weihai, Chongqing, Shanghai *India*—Pantnagar, Bangalore *Malaysia—*Penang *Singapore—*Singapore *South Korea—*Suwon *Taiwan—*Taipei] | | [removed: Technology] [added: Technology] office (HP [removed: Labs) United Kingdom—Bristol United States—Palo] [added: Labs) *United Kingdom—*Bristol *United States—*Palo] Alto |

| Administration and support | 2.0 | | | 6.5 | | | 8.5 | |

| (Percentage) | 29 | % | | 71 | % | | 100 | % |

| Total(1) | 4.5 | | | 12.5 | | | 17.0 | |

| (Percentage) | 26 | % | | 74 | % | | 100 | % |

| Administration and support | 2.1 | | | 6.3 | | | 8.4 | |

| Total(1) | 4.2 | | | 12.7 | | | 16.9 | |

[removed: PART II][added: PART II]

As of November 30, [removed: 2018,] [added: 2019,] there were approximately [removed: 60,224] [added: 57,918] stockholders of record.

[removed: Recent] [added: Recent] Sales of Unregistered [removed: Securities][added: Securities]

There were no unregistered sales of equity securities in fiscal year [removed: 2018.][added: 2019.]

[removed: Issuer] [added: Issuer] Purchases of Equity [removed: Securities][added: Securities]

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

| | [removed: In] [added: In] thousands, except per share [removed: amounts] [added: amounts] | | | | | | | | | | | |

On [removed: October 10, 2016,] [added: September 30, 2019,] the Board authorized [removed: $3.0] [added: an additional $5.0] billion for future repurchases of [removed: HP’s] [added: its] outstanding shares of common stock.

On June 19, 2018, HP’s Board of Directors authorized [removed: an additional] $4.0 billion for future repurchases of its outstanding shares of common stock.

All share repurchases settled in the fourth quarter of fiscal year [removed: 2018] [added: 2019] were open market transactions.

As of October 31, [removed: 2018,] [added: 2019,] HP had approximately [removed: $3.9] [added: $6.5] billion remaining under repurchase [removed: authorization.][added: authorizations.]

[removed: Stock] [added: Stock] Performance Graph and Cumulative Total [removed: Return][added: Return]

The graph below shows the cumulative total stockholder return assuming the investment of $100 at the market close on October 31, [removed: 2013] [added: 2014] (and the reinvestment of dividends thereafter) in each of HP common stock, the S&P 500 Index, and the S&P Information Technology Index.

[removed: ][added: ]

| August 2019 | 7,109 | | | $ | 19.15 | | 7,109 | | | $ | 1,823,046 | |

| September 2019 | 7,908 | | | $ | 18.66 | | 7,908 | | | $ | 6,675,457 | |

| October 2019 | 10,253 | | | $ | 17.25 | | 10,253 | | | $ | 6,498,622 | |

| Total | 25,270 | | | | | | 25,270 | | | | | |

| | 10/14 | | | | 10/15 | | | | 10/16 | | | | 10/17 | | | | 10/18 | | | | 10/19 | | |

| HP Inc.(1) | $ | 100.00 | | | $ | 76.72 | | | $ | 94.44 | | | $ | 144.77 | | | $ | 166.11 | | | $ | 123.40 | |

| S&P 500 Index | $ | 100.00 | | | $ | 105.19 | | | $ | 109.93 | | | $ | 135.89 | | | $ | 145.86 | | | $ | 166.75 | |

| S&P Information Technology Index | $ | 100.00 | | | $ | 111.19 | | | $ | 123.23 | | | $ | 171.24 | | | $ | 192.31 | | | $ | 235.74 | |

| August 2018 | 6,378 | | | $ | 23.94 | | 6,378 | | | $ | 4,348,890 | |

| September 2018 | 7,195 | | | $ | 25.13 | | 7,195 | | | $ | 4,168,038 | |

| October 2018 | 10,875 | | | $ | 24.36 | | 10,875 | | | $ | 3,903,189 | |

| Total | 24,448 | | | | | | 24,448 | | | | | |

| | 10/13 | | | | 10/14 | | | | 10/15 | | | | 10/16 | | | | 10/17 | | | | 10/18 | | |

| HP Inc.(1) | $ | 100.00 | | | $ | 150.08 | | | $ | 115.15 | | | $ | 141.74 | | | $ | 217.27 | | | $ | 249.30 | |

| S&P 500 Index | $ | 100.00 | | | $ | 117.26 | | | $ | 123.35 | | | $ | 128.90 | | | $ | 159.35 | | | $ | 171.04 | |

| S&P Information Technology Index | $ | 100.00 | | | $ | 125.70 | | | $ | 139.76 | | | $ | 154.89 | | | $ | 215.24 | | | $ | 241.72 | |

[removed: HP] [added: HP] INC. AND [removed: SUBSIDIARIES][added: SUBSIDIARIES]

[removed: Selected] [added: Selected] Financial [removed: Data][added: Data]

| | [removed: For] [added: For] the fiscal years ended October [removed: 31] [added: 31] | | | | | | | | | | | | | | | | | | |

| | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | |

| | [removed: In] [added: In] millions, except per share [removed: amounts] [added: amounts] | | | | | | | | | | | | | | | | | | |

| Net revenue | $ | [removed: 58,472] [added: 58,756] | | | $ | [removed: 52,056] [added: 58,472] | | | $ | [removed: 48,238] [added: 52,056] | | | $ | [removed: 51,463] [added: 48,238] | | | $ | [removed: 56,651] [added: 51,463] | |

| Earnings from continuing operations(1) | $ | [removed: 4,064] [added: 3,877] | | | $ | [removed: 3,519] [added: 3,831] | | | $ | [removed: 3,549] [added: 3,368] | | | $ | [removed: 3,920] [added: 3,549] | | | $ | [removed: 4,256] [added: 3,920] | |

| Net (loss) earnings from discontinued operations net of taxes | $ | — | | | $ | — | | | $ | [removed: (170] [added: —] | [removed: )] | | $ | [removed: 836] [added: (170] | [added: )] | | $ | [removed: 2,089] [added: 836] | |

| Net earnings(1) | $ | [removed: 5,327] [added: 3,152] | | | $ | [removed: 2,526] [added: 5,327] | | | $ | [removed: 2,496] [added: 2,526] | | | $ | [removed: 4,554] [added: 2,496] | | | $ | [removed: 5,013] [added: 4,554] | |

| Continuing operations | $ | [removed: 3.30] [added: 2.08] | | | $ | [removed: 1.50] [added: 3.30] | | | $ | [removed: 1.54] [added: 1.50] | | | $ | [removed: 2.05] [added: 1.54] | | | $ | [removed: 1.55] [added: 2.05] | |

| Discontinued operations | [added: $ |] — | | | [added: $] | — | | | [removed: | (0.10] [added: $] | [added: —] | [removed: )] | | [removed: 0.46] [added: $] | [added: (0.10] | [added: )] | | [removed: 1.11] [added: $] | [added: 0.46] | |

| Total basic net earnings per share | $ | [removed: 3.30] [added: 2.08] | | | $ | [removed: 1.50] [added: 3.30] | | | $ | [removed: 1.44] [added: 1.50] | | | $ | [removed: 2.51] [added: 1.44] | | | $ | [removed: 2.66] [added: 2.51] | |

| Continuing operations | $ | [removed: 3.26] [added: 2.07] | | | $ | [removed: 1.48] [added: 3.26] | | | $ | [removed: 1.53] [added: 1.48] | | | $ | [removed: 2.02] [added: 1.53] | | | $ | [removed: 1.53] [added: 2.02] | |

| Discontinued operations | — | | | | — | | | | [removed: (0.10] [added: —] | | [removed: )] | | [removed: 0.46] [added: $] | [added: (0.10] | [added: )] | | [removed: 1.09] [added: $] | [added: 0.46] | |

| Total diluted net earnings per share | $ | [removed: 3.26] [added: 2.07] | | | $ | [removed: 1.48] [added: 3.26] | | | $ | [removed: 1.43] [added: 1.48] | | | $ | [removed: 2.48] [added: 1.43] | | | $ | [removed: 2.62] [added: 2.48] | |

| Cash dividends declared per share | $ | [removed: 0.56] [added: 0.64] | | | $ | [removed: 0.53] [added: 0.56] | | | $ | [removed: 0.50] [added: 0.53] | | | $ | [removed: 0.67] [added: 0.50] | | | $ | [removed: 0.61] [added: 0.67] | |

| Total assets(2) | $ | [removed: 34,622] [added: 33,467] | | | $ | [removed: 32,913] [added: 34,622] | | | $ | [removed: 28,987] [added: 32,913] | | | $ | [removed: 106,853] [added: 28,987] | | | $ | [removed: 103,158] [added: 106,853] | |

| Long-term debt(3) | $ | [removed: 4,524] [added: 4,780] | | | $ | [removed: 6,747] [added: 4,524] | | | $ | [removed: 6,735] [added: 6,747] | | | $ | [removed: 6,648] [added: 6,735] | | | $ | [removed: 15,515] [added: 6,648] | |

| | [removed: In millions] [added: In millions] | | | | | | | | | | | | | | | | | | |

| Restructuring and other charges | $ | [removed: 132] [added: 275] | | | $ | [removed: 362] [added: 132] | | | $ | [removed: 205] [added: 362] | | | $ | [removed: 63] [added: 205] | | | $ | [removed: 176] [added: 63] | |

| Acquisition-related charges | [removed: 123] [added: 35] | | | | [removed: 125] [added: 123] | | | | [removed: 7] [added: 125] | | | | [removed: 1] [added: 7] | | | | [removed: —] [added: 1] | | |

| Amortization of intangible assets | [removed: 80] [added: 116] | | | | [removed: 1] [added: 80] | | | | [removed: 16] [added: 1] | | | | [removed: 102] [added: 16] | | | | [removed: 129] [added: 102] | | |

| (2) | Total [removed: assets,] [added: assets] for [removed: all periods prior to] fiscal year [removed: 2016,] [added: 2015] include the total assets of Hewlett Packard Enterprise. |

| (3) | The decrease in Long-term debt [removed: and Total debt] in fiscal year 2018 was due to the payment for the repurchase of approximately $1.85 billion in aggregate principal amount of U.S. Dollar Global Notes. [removed: The decrease in Long-term debt and Total debt in fiscal year 2015 was due to the early extinguishment of debt as a result of the Separation of Hewlett Packard Enterprise.] |

[removed: Management’s] [added: Management’s] Discussion and Analysis [removed: of][added: of]

[removed: Financial] [added: Financial] Condition and Results of [removed: Operations][added: Operations]

| | 2019 | | | | 2018 | | | | 2017 | | | | 2016 | | | | 2015 | | |

| Total charges before taxes | $ | 426 | | | $ | 335 | | | $ | 488 | | | $ | 228 | | | $ | 166 | |

| Total charges, net of taxes | $ | 334 | | | $ | 258 | | | $ | 362 | | | $ | 161 | | | $ | 137 | |

HP INC. AND SUBSIDIARIES

| Total debt(3) | $ | 5,987 | | | $ | 7,819 | | | $ | 6,813 | | | $ | 8,842 | | | $ | 18,109 | |

| Defined benefit plan settlement charges (credits) | 7 | | | | 5 | | | | 179 | | | | (57 | | ) | | — | | |

| Total charges before taxes | $ | 342 | | | $ | 493 | | | $ | 407 | | | $ | 109 | | | $ | 305 | |

| Total charges, net of taxes | $ | 265 | | | $ | 367 | | | $ | 293 | | | $ | 113 | | | $ | 238 | |

[removed: Table] [added: Table] of [removed: Contents][added: Contents]

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

| [Reports of Independent Registered Public Accounting [removed: Firm](#sEDD5455498E45F9FBB7FFC45BBE355DC)] [added: Firm](#s943163CA474650CCB8D5344A9E869F13)] | [removed: [51](#sEDD5455498E45F9FBB7FFC45BBE355DC)] [added: [51](#s943163CA474650CCB8D5344A9E869F13)] |

[removed: | [Management's] [added: Management’s] Report on Internal Control Over Financial [removed: Reporting](#s0A4B9528667C54E78E98013B9BA29DAC) | [53](#s0A4B9528667C54E78E98013B9BA29DAC) |][added: Reporting]

[removed: | [Consolidated] [added: Consolidated] Statements of [removed: Earnings](#s1FC69B83313458A7913BC1553C77E8AC) | [54](#s1FC69B83313458A7913BC1553C77E8AC) |][added: Earnings]

[removed: | [Consolidated] [added: Consolidated] Statements of Comprehensive [removed: Income](#s6BB54D77AA275F67ACB15296D426811E) | [55](#s6BB54D77AA275F67ACB15296D426811E) |][added: Income]

[removed: | [Consolidated] [added: Consolidated] Balance [removed: Sheets](#sCA6FA6C34C66553992E9F2301BD20C24) | [56](#sCA6FA6C34C66553992E9F2301BD20C24) |][added: Sheets]

[removed: | [Consolidated] [added: Consolidated] Statements of Cash [removed: Flows](#sEF4758A16B7D57B0AB99F75A1E0D98C0) | [57](#sEF4758A16B7D57B0AB99F75A1E0D98C0) |][added: Flows]

[removed: | [Consolidated] [added: Consolidated] Statements of Stockholders’ [removed: Equity (Deficit)](#s62DA180EE5A953C6A05BAFBAE693A122) | [58](#s62DA180EE5A953C6A05BAFBAE693A122) |][added: Deficit]

[removed: | [Notes] [added: Notes] to Consolidated Financial [removed: Statements](#s33E6717221EE57CCA95ED4950C805BEA) | [59](#s33E6717221EE57CCA95ED4950C805BEA) |][added: Statements]

[removed: | [Note] [added: Note] 1: [removed: Overview and] Summary of Significant Accounting [removed: Policies](#s453221040B7F5C8ABC27F525EA58251F) | [59](#s453221040B7F5C8ABC27F525EA58251F) |][added: Policies]

[removed: | [Note] [added: Note] 2: Segment [removed: Information](#s9000D088E0095E0096281E43D8F7C232) | [66](#s9000D088E0095E0096281E43D8F7C232) |][added: Information]

[removed: | [Note] [added: Note] 3: Restructuring and Other [removed: Charges](#sA31AD5E0982B54BBBCA3F10A1DAE420D) | [71](#sA31AD5E0982B54BBBCA3F10A1DAE420D) |][added: Charges]

[removed: | [Note] [added: Note] 4: Retirement and Post-Retirement Benefit [removed: Plans](#sF3BC93751A4255D4A55092782D859A91) | [72](#sF3BC93751A4255D4A55092782D859A91) |][added: Plans]

[removed: | [Note] [added: Note] 5: Stock-Based [removed: Compensation](#s157D7ADBC7595CD688AA043EDF3D92F8) | [80](#s157D7ADBC7595CD688AA043EDF3D92F8) |][added: Compensation]

[removed: | [Note] [added: Note] 6: Taxes on [removed: Earnings](#s65DBEE317A8E5E22B312295D4E631407) | [84](#s65DBEE317A8E5E22B312295D4E631407) |][added: Earnings]

[removed: | [Note] [added: Note] 7: Supplementary Financial [removed: Information](#s6596BDB1D684507186816E8DF7E33FD8) | [89](#s6596BDB1D684507186816E8DF7E33FD8) |][added: Information]

[removed: | [Note] [added: Note] 8: Goodwill and Intangible [removed: Assets](#s540E86ABEE29529B91B3F662609FFEF3) | [92](#s540E86ABEE29529B91B3F662609FFEF3) |][added: Assets]

[removed: | [Note] [added: Note] 9: Fair [removed: Value](#sA05C6E66104F52CA9B4E1769A503569E) | [93](#sA05C6E66104F52CA9B4E1769A503569E) |][added: Value]

[removed: | [Note] [added: Note] 10: Financial [removed: Instruments](#s16ECABAF00505D0B9BE4F8B3CE5F974D) | [96](#s16ECABAF00505D0B9BE4F8B3CE5F974D) |][added: Instruments]

[removed: | [Note] [added: Note] 11: [removed: Borrowings](#s673FAD30A5125DBA851314B6B76ECDE6) | [100](#s673FAD30A5125DBA851314B6B76ECDE6) |][added: Borrowings]

[removed: | [Note] [added: Note] 12: Stockholders’ [removed: Deficit](#s0393B4213CD4543F9A42FA745EF590DB) | [101](#s0393B4213CD4543F9A42FA745EF590DB) |][added: Deficit]

[removed: | [Note] [added: Note] 13: [removed: Net] Earnings Per [removed: Share](#s59E939130403562EAE96DDCDDB0368AF) | [104](#s59E939130403562EAE96DDCDDB0368AF) |][added: Share]

[removed: | [Note] [added: Note] 14: Litigation and [removed: Contingencies](#sB4F2A8B2650F5F04A04CE3CC6745C9E9) | [105](#sB4F2A8B2650F5F04A04CE3CC6745C9E9) |][added: Contingencies]

[removed: | [Note] [added: Note] 15: Guarantees, Indemnifications and [removed: Warranties](#sCD17771E5F44543F8FDE0E5F2F6B9192) | [109](#sCD17771E5F44543F8FDE0E5F2F6B9192) |][added: Warranties]

[removed: | [Note] [added: Note] 16: [removed: Commitments](#s1DC581A570315B5E9ACF9B3D087EE60E) | [111](#s1DC581A570315B5E9ACF9B3D087EE60E) |][added: Commitments]

[removed: | [Quarterly Summary](#s624E3501B5F65CFB9DB40549CB02D23A) | [114](#s624E3501B5F65CFB9DB40549CB02D23A) |][added: Quarterly Summary]

[removed: Report] [added: Report] of Independent Registered Public Accounting [removed: Firm][added: Firm]

[removed: To] [added: To] the Stockholders and the Board of Directors of HP [removed: Inc.][added: Inc.]

[removed: Opinion] [added: Opinion] on the Financial [removed: Statements][added: Statements]

We have audited the accompanying consolidated balance sheets of HP Inc. and subsidiaries (the Company) as of October 31, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] the related consolidated statements of earnings, comprehensive income, stockholders' [removed: equity (deficit)] [added: deficit] and cash flows for each of the three years in the period ended October 31, [removed: 2018,] [added: 2019,] 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, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] and the results of its operations and its cash flows for each of the three years in the period ended October 31, [removed: 2018,] [added: 2019,] 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, [removed: 2018,] [added: 2019,] 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 [removed: 13, 2018] [added: 12, 2019] expressed an unqualified opinion thereon.

[removed: Basis] [added: Basis] for [removed: Opinion][added: Opinion]

[removed: Opinion] [added: Opinion] on Internal Control over Financial [removed: Reporting][added: Reporting]

We have audited HP Inc. and subsidiaries’ internal control over financial reporting as of October 31, [removed: 2018,] [added: 2019,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, HP Inc. and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of October 31, [removed: 2018,] [added: 2019,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of HP Inc. and subsidiaries as of October 31, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] the related consolidated statements of earnings, comprehensive income, stockholders' [removed: equity (deficit)] [added: deficit] and cash flows for each of the three years in the period ended October 31, [removed: 2018,] [added: 2019,] and the related notes and our report dated December [removed: 13, 2018] [added: 12, 2019] expressed an unqualified opinion thereon.

[removed: Definition] [added: Definition] and Limitations of Internal Control Over Financial [removed: Reporting][added: Reporting]

[removed: Management’s] [added: | [Management's] Report on Internal Control Over Financial [removed: Reporting][added: Reporting](#s781332326FA75520A711231659985DD8) | [55](#s781332326FA75520A711231659985DD8) |]

| [Note 12: Stockholders’ Deficit](#s39B1DA19D2595CFD869892F2E6EF45D6) | [103](#s39B1DA19D2595CFD869892F2E6EF45D6) |

| [Note 14: Litigation and Contingencies](#s4C0FF7CAE36C5F09B420D6FE4EBC96D5) | [107](#s4C0FF7CAE36C5F09B420D6FE4EBC96D5) |

| [Note 17: Acquisitions](#s898AD85BB01E53D4834BF3E8F8BF9E92) | [113](#s9AE9A20473485B4C9EC05A6A4CD309B2) |

Adoption of New Accounting Standard

As discussed in Note 1 to the consolidated financial statements, the Company changed its method for recognizing revenue as a result of the adoption of Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers (Topic 606), and the amendments effective November 1, 2018 under the modified retrospective method.

See below for discussion of our related critical audit matter.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

| Income Taxes | |

| *Description of the Matter* | As described in Notes 1 and 6 of the consolidated financial statements, the Company is subject to income taxes in the United States and approximately 58 other countries and is subject to routine corporate income tax audits in many of those jurisdictions. Uncertainty in the Company’s tax positions may arise as tax laws are subject to interpretation and the Company’s positions are subject to examination by taxing authorities, which may result in assessments of additional amounts owed. Determining the income tax provision for these potential assessments and recording the related effects requires significant management judgment in estimating whether a tax position’s technical merits are more-likely-than-not to be sustained and measuring the amount of tax benefit that qualifies for recognition. Additionally, the Company records a valuation allowance to reduce deferred tax assets to the amount which are more likely than not to be realized. In determining the need for a valuation allowance, the Company considers certain subjective factors such as future market growth, forecasted earnings, future taxable income, mix of earnings in the jurisdictions in which they operate and prudent and feasible tax planning strategies. Our assessment of management’s analyses of the reserve for uncertain tax positions and the realizability of its deferred tax assets are significant to our audit because the amounts are material to the financial statements and the assessment process involves significant judgment. For example, management’s assumptions that may be affected by future market and economic conditions or interpretations of tax laws and legal rulings are challenging to audit. |

| *How We Addressed the Matter in Our Audit* | We tested controls over management’s processes relating to the recording of unrecognized tax benefits, including controls over the Company’s process to assess the technical merits of its uncertain tax positions, and the realizability of deferred tax assets, including the development of the above described assumptions and judgments. Our audit procedures included an evaluation of the Company’s key assumptions and judgments and testing the completeness and accuracy of the underlying data used to determine the amount of unrecognized tax benefits recognized. For example, we evaluated the measurement of the amounts recorded taking into consideration the applicable tax laws. We also evaluated the key assumptions and judgments used by management in determining the need for a valuation allowance and testing the completeness and accuracy of the underlying data used in the Company’s process. For example, we compared the projections of future taxable income with the actual results of prior periods as well as management’s consideration of current industry and economic trends. In each of these areas, we involved our tax professionals to assess the technical merits of the Company’s tax positions. This included assessing the Company’s correspondence with the relevant tax authorities and evaluating income tax opinions or other third-party advice obtained by the Company. |

| *Description of the Matter* | As described in Note 1 of the consolidated financial statements, the Company enters into certain contracts to sell their products and services that contain non-standard terms and conditions and multiple performance obligations. For such contracts, significant interpretation may be required to determine the appropriate accounting, including the allocation of the transaction price among performance obligations in the arrangement and the timing of the transfer of control of promised goods or services for each of those performance obligations. In addition, the Company reduces revenue for customer and distributor programs and incentive offerings including rebates, promotions, other volume-based incentives and expected returns. The Company uses significant estimates to determine the expected variable consideration for such programs based on factors like historical experience, forecasted sales, expected customer behavior and market conditions. Also, as discussed above, the Company adopted the new revenue recognition standard, which added further complexity and judgment related to the transition amount recorded at the date of adoption. Our assessment of management’s evaluation of the appropriate accounting for revenue contracts and the determination of the variable consideration for sales incentives and implementation of the new revenue recognition standard are significant to our audit because the amounts are material to the financial statements and the assessment process involves significant judgment. |

| *How We Addressed the Matter in Our Audit* | We tested relevant controls over the identified risks related to the Company’s implementation of the new revenue recognition standard and the accounting for revenue recognition, including the controls to evaluate the appropriate accounting treatment for contracts containing non-standard terms and conditions and multiple performance obligations and the controls related to the estimation process to record the variable consideration related to certain sales incentives. Our audit procedures included, among others, evaluating how the Company applied the new revenue recognition standard to its contracts and assessing how the Company applied judgment to determine the transition amount and disclosures, inspection of contracts entered into during the period, evaluation of management’s judgments related to the interpretation of certain contract provisions including the identification of performance obligations, the method of allocating the transaction price to the performance obligations in the arrangement, and the assessment of the appropriateness of the amount of revenue recognized. We also evaluated the Company’s key assumptions and judgments and tested the completeness and accuracy of the underlying data used to determine the variable consideration for sales incentives. This included analyzing data related to the historical experience of sales incentive payments as well as understanding the current market dynamics that can affect the estimate of variable consideration to assess the Company’s judgments and estimates. |

Report of Independent Registered Public Accounting Firm

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

Basis for Opinion

December 12, 2019

| /s/ ENRIQUE LORES | | /s/ STEVE FIELER |

| Earnings from operations | 3,877 | | | | 3,831 | | | | 3,368 | | |

| Basic | $ | 2.08 | | | $ | 3.30 | | | $ | 1.50 | |

| Diluted | $ | 2.07 | | | $ | 3.26 | | | $ | 1.48 | |

HP INC. AND SUBSIDIARIES

| | 4 | | | | (8 | | ) | | 4 | | |

| | (218 | | ) | | 62 | | | | 532 | | |

| Change in cumulative translation adjustment | 4 | | | | — | | | | — | | |

HP INC. AND SUBSIDIARIES

| | 2019 | | | | 2018 | | |

| Other current liabilities | 10,143 | | | | 8,852 | | |

HP INC. AND SUBSIDIARIES

HP INC. AND SUBSIDIARIES

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

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

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

| Cash dividends ($0.53 per common share) | | | | | | | | | | | | (894 | | ) | | | | | | (894 | | ) |

| Cash dividends ($0.56 per common share) | | | | | | | | | | | | (899 | | ) | | | | | | (899 | | ) |

| Net earnings | | | | | | | | | | | | 3,152 | | | | | | | | 3,152 | | |

| Repurchases of common stock | (117,598 | ) | | (1 | | ) | | (55 | | ) | | (2,340 | | ) | | | | | | (2,396 | | ) |

| Cash dividends ($0.64 per common share) | | | | | | | | | | | | (968 | | ) | | | | | | (968 | | ) |

| Adjustment for adoption of accounting standards (Note 1) | — | | | — | | | | — | | | | (189 | | ) | | — | | | | (189 | | ) |

| [Note 17: Discontinued Operations](#s5380233CBA9558BD8F0529FDEBFF9823) | [111](#s1DC581A570315B5E9ACF9B3D087EE60E) |

| [Note 18: Acquisitions and Divestitures](#sFFCB03CF58B751C7820D93D4BEA77026) | [112](#sFFCB03CF58B751C7820D93D4BEA77026) |

| [Note 19: Subsequent Events](#s5CAF002C681951AE905B36DEA9435610) | [113](#s5CAF002C681951AE905B36DEA9435610) |

December 13, 2018

| | | |

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

| /s/ DION J. WEISLER | | /s/ STEVE FIELER |

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

| Defined benefit plan settlement charges | 7 | | | | 5 | | | | 179 | | |

| Earnings from continuing operations | 4,064 | | | | 3,519 | | | | 3,549 | | |

| Net loss from discontinued operations | — | | | | — | | | | (170 | | ) |

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

| Continuing operations | $ | 3.30 | | | $ | 1.50 | | | $ | 1.54 | |

| Discontinued operations | — | | | | — | | | | (0.10 | | ) |

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

| Continuing operations | $ | 3.26 | | | $ | 1.48 | | | $ | 1.53 | |

| Total diluted net earnings per share | $ | 3.26 | | | $ | 1.48 | | | $ | 1.43 | |

| | (8 | | ) | | 4 | | | | 1 | | |

| | 62 | | | | 532 | | | | (525 | | ) |

| | | | | | | | |

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

| Other accrued liabilities | 7,376 | | | | 6,953 | | |

| Proceeds from business divestitures, net | — | | | | — | | | | 475 | | |

| Net transfer of cash and cash equivalents to Hewlett Packard Enterprise Company | — | | | | — | | | | (10,375 | | ) |

| Net assets transferred to Hewlett Packard Enterprise Company | $ | — | | | $ | — | | | $ | 22,144 | |

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

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

| Balance October 31, 2015 | 1,803,719 | | | $ | 18 | | | $ | 1,963 | | | $ | 32,089 | | | $ | (6,302 | ) | | $ | 27,768 | | | $ | 383 | | | $ | 28,151 | |

| Separation of Hewlett Packard Enterprise | | | | | | | | | | | | (37,225 | | ) | | 5,081 | | | | (32,144 | | ) | | (383 | | ) | | (32,527 | | ) |

| Repurchases of common stock | (99,855 | ) | | (1 | | ) | | (1,144 | | ) | | | | | | | | | | (1,145 | | ) | | | | | | (1,145 | | ) |

| Cash dividends declared | | | | | | | | | | | | (858 | | ) | | | | | | (858 | | ) | | | | | | (858 | | ) |

| Cash dividends declared | | | | | | | | | | | | (894 | | ) | | | | | | (894 | | ) | | | | | | (894 | | ) |

| Cash dividends declared | | | | | | | | | | | | (899 | | ) | | | | | | (899 | | ) | | | | | | (899 | | ) |

Overview

In August 2018, the Financial Accounting Standards Board (“FASB”) issued guidance, which requires a customer in a cloud computing arrangement (“CCA”) that is a service contract to follow the internal-use software guidance to determine which implementation costs to capitalize as assets or expense as incurred.

Capitalized implementation costs related to a CCA that is a service contract will be amortized over the term of the hosting arrangement beginning when the module or component of the hosting arrangement is ready for its intended use.

Earlier adoption is permitted.

The amendments clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses.

HP is required to adopt the guidance retrospectively in the first quarter of fiscal year 2019.

HP will adopt the guidance in the first quarter of fiscal year 2019.

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 [removed: relating to HP, including our consolidated subsidiaries,] required to be disclosed [added: 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.

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 the fourth quarter of fiscal year [removed: 2018] [added: 2019] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

[removed: PART III][added: PART III]

Disclosure Under Section 13(r) of the Securities Exchange Act of 1934, as amended

Section 13(r) of the Securities Exchange Act of 1934, as amended, requires issuers to disclose certain types of dealings by the issuer or its affiliates relating to Iran or with certain individuals or entities that are subject to sanctions under U.S. law.

HP acquired the Apogee group, a U.K. based office equipment dealer, on November 1, 2018.

As disclosed in our Quarterly Report on Form 10-Q for the quarter ended January 31, 2019, during the first quarter of 2019, HP discovered that its newly acquired subsidiary processed two service calls during November 2018, shortly after the acquisition, for toner replacement on behalf of Bank Saderat plc, with which it had a legacy contract.

Bank Saderat plc is subject to U.S. sanctions pursuant to Executive Order 13224.

The combined total value of the transactions was £85.52 ($112.92).

We are unable to accurately calculate the net profit attributable to these transactions.

Following HP’s discovery of these transactions and at HP’s direction, Apogee terminated the contract with Bank Saderat plc.

As disclosed in our Quarterly Report on Form 10-Q for the quarter ended April 30, 2019, during the second quarter of 2019, HP discovered that its newly acquired subsidiary had invoiced one payment and accepted two payments from Bank Sepah International plc shortly after the acquisition, under a legacy contract for copier services.

Bank Sepah International plc is subject to U.S. sanctions pursuant to Executive Order 13382.

The combined total value of the transactions was £72.49 ($92.78).

We are unable to accurately calculate the net profit attributable to these transactions.

Following HP’s discovery of these transactions and at HP’s direction, Apogee terminated the contract with Bank Sepah International plc.

HP has disclosed these transactions to the relevant authorities.

None.

The following information is included in HP’s Proxy Statement related to its 2019 Annual Meeting of Stockholders to be filed within 120 days after HP’s fiscal year end of October 31, [removed: 2018] [added: 2019] (the “Proxy Statement”) and is incorporated herein by reference:

| • | Information on HP’s code of business conduct and ethics for directors, officers and employees, also known as “Integrity at HP”, 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 “—Director Nominees and Director Nominees’ Experience and [removed: Qualifications”,“—Recent Corporate Governance Updates”] [added: 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.” |

| • | Information regarding transactions with related persons is set forth under “Corporate Governance—Management Proposal No. 1 Election of Directors—Fiscal [removed: 2017 Related Person] [added: 2019 Related-Person] Transactions.” |

[removed: PART IV][added: PART IV]

| [Reports of Independent Registered Public Accounting [removed: Firm](#sEDD5455498E45F9FBB7FFC45BBE355DC)] [added: Firm](#s943163CA474650CCB8D5344A9E869F13)] | [removed: [51](#sEDD5455498E45F9FBB7FFC45BBE355DC)] [added: [51](#s943163CA474650CCB8D5344A9E869F13)] |

| [Management's Report on Internal Control Over Financial [removed: Reporting](#s0A4B9528667C54E78E98013B9BA29DAC)] [added: Reporting](#s781332326FA75520A711231659985DD8)] | [removed: [53](#s0A4B9528667C54E78E98013B9BA29DAC)] [added: [55](#s781332326FA75520A711231659985DD8)] |

| [Consolidated Statements of [removed: Earnings](#s1FC69B83313458A7913BC1553C77E8AC)] [added: Earnings](#sE511ECCB386F55F3B17630A3E3BAA641)] | [removed: [54](#s1FC69B83313458A7913BC1553C77E8AC)] [added: [56](#sE511ECCB386F55F3B17630A3E3BAA641)] |

| [Consolidated Statements of Comprehensive [removed: Income](#s6BB54D77AA275F67ACB15296D426811E)] [added: Income](#s686BF4FC517B50DDB7D7763EEF3F26CD)] | [removed: [55](#s6BB54D77AA275F67ACB15296D426811E)] [added: [57](#s686BF4FC517B50DDB7D7763EEF3F26CD)] |

| [Consolidated Balance [removed: Sheets](#sCA6FA6C34C66553992E9F2301BD20C24)] [added: Sheets](#s8E3F71E39E18570BBD21F2B208842A0B)] | [removed: [56](#sCA6FA6C34C66553992E9F2301BD20C24)] [added: [58](#s8E3F71E39E18570BBD21F2B208842A0B)] |

| [Consolidated Statements of Cash [removed: Flows](#sEF4758A16B7D57B0AB99F75A1E0D98C0)] [added: Flows](#s3BF7904C6CE15289B0AF828672BC0757)] | [removed: [57](#sEF4758A16B7D57B0AB99F75A1E0D98C0)] [added: [59](#s3BF7904C6CE15289B0AF828672BC0757)] |

| [Consolidated Statements of Stockholders' (Deficit) [removed: Equity](#s62DA180EE5A953C6A05BAFBAE693A122)] [added: Equity](#sF89D1EBCDF0256CDA797F8AA0D1E2A06)] | [removed: [58](#s62DA180EE5A953C6A05BAFBAE693A122)] [added: [60](#sF89D1EBCDF0256CDA797F8AA0D1E2A06)] |

| [Notes to Consolidated Financial [removed: Statements](#s33E6717221EE57CCA95ED4950C805BEA)] [added: Statements](#sAC95A1FF5E1E5EC38BCC0BB28120FB8E)] | [removed: [59](#s33E6717221EE57CCA95ED4950C805BEA)] [added: [61](#sAC95A1FF5E1E5EC38BCC0BB28120FB8E)] |

| [removed: Exhibit Number] [added: Exhibit Number] | | | | [removed: Incorporated] [added: Incorporated] by [removed: Reference] [added: Reference] | | | | | | |

| [removed: Exhibit Description] [added: Exhibit Description] | | [removed: Form] [added: Form] | | [removed: File No.] [added: File No.] | | [removed: Exhibit(s)] [added: Exhibit(s)] | | [removed: Filing Date] [added: 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 [removed: Thereto.](http://www.sec.gov/Archives/edgar/data/47217/000119312515368382/d86365dex21.htm)] [added: 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 [removed: Company](http://www.sec.gov/Archives/edgar/data/47217/000119312515368382/d86365dex22.htm).] [added: Company.](http://www.sec.gov/Archives/edgar/data/47217/000119312515368382/d86365dex22.htm)] | | 8-K | | 001-04423 | | 2.2 | | November 5, 2015 |

| [removed: 2(c)] [added: 2(d)] | | [removed: [Tax] [added: [Employee] Matters Agreement, dated as of October 31, 2015, by and between Hewlett-Packard Company and Hewlett Packard Enterprise [removed: Company.](http://www.sec.gov/Archives/edgar/data/47217/000119312515368382/d86365dex23.htm)] [added: Company.](http://www.sec.gov/Archives/edgar/data/47217/000119312515368382/d86365dex24.htm)] | | 8-K | | 001-04423 | | [removed: 2.3] [added: 2.4] | | November 5, 2015 |

| 3(e) | | [Registrant’s Amended and Restated Bylaws.](http://www.sec.gov/Archives/edgar/data/47217/000119312517236541/d415193dex31.htm) | | 8-K | | 001-04423 | | 3.1 | | [removed: July 26, 2017] [added: February 7, 2019] |

| [removed: 4(i)] [added: 4(h)] | | [Specimen certificate for the Registrant’s common stock.](http://www.sec.gov/Archives/edgar/data/47217/000004721706000102/form8-k_0606.htm) | | 8-K/A | | 001-04423 | | 4.1 | | June 23, 2006 |

| [removed: 4(j)] [added: 4(i)] | | [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.](http://www.sec.gov/Archives/edgar/data/47217/000004721718000026/hp-43018xexhibit4j.htm) | | 10-Q | | 001-04423 | | 4(j) | | June 5, 2018 |

| 10(a) | | [Registrant’s 2004 Stock Incentive [removed: Plan.](http://www.sec.gov/Archives/edgar/data/47217/000004721704000016/ex4-1_031804.htm)*] [added: Plan.*](http://www.sec.gov/Archives/edgar/data/47217/000004721704000016/ex4-1_031804.htm)] | | S-8 | | 333-114253 | | 4.1 | | April 7, 2004 |

| 10(b) | | [Registrant’s Excess Benefit Retirement Plan, amended and restated as of January 1, [removed: 2006.](http://www.sec.gov/Archives/edgar/data/47217/000110465906062392/a06-20056_1ex10d2.htm)*] [added: 2006.*](http://www.sec.gov/Archives/edgar/data/47217/000110465906062392/a06-20056_1ex10d2.htm)] | | 8-K | | 001-04423 | | 10.2 | | September 21, 2006 |

| 10(h) | | [Form of Agreement Regarding Confidential Information and Proprietary Developments [removed: (California).](http://www.sec.gov/Archives/edgar/data/47217/000110465908004386/a08-3596_1ex10d2.htm)*] [added: (California).*](http://www.sec.gov/Archives/edgar/data/47217/000110465908004386/a08-3596_1ex10d2.htm)] | | 8-K | | 001-04423 | | 10.2 | | January 24, 2008 |

| 10(o) | | [Form of Stock Notification and Award Agreement for awards of non-qualified stock [removed: options.](http://www.sec.gov/Archives/edgar/data/47217/000104746910010444/a2201180zex-10_iii.htm)*] [added: options.*](http://www.sec.gov/Archives/edgar/data/47217/000104746910010444/a2201180zex-10_iii.htm)] | | 10-K | | 001-04423 | | 10(i)(i)(i) | | December 15, 2010 |

| 10(p) | | [Form of Agreement Regarding Confidential Information and Proprietary Developments (California—new [removed: hires)](http://www.sec.gov/Archives/edgar/data/47217/000104746910010444/a2201180zex-10_jjj.htm).*] [added: hires).*](http://www.sec.gov/Archives/edgar/data/47217/000104746910010444/a2201180zex-10_jjj.htm)] | | 10-K | | 001-04423 | | 10(j)(j)(j) | | December 15, 2010 |

| 10(q) | | [Form of Agreement Regarding Confidential Information and Proprietary Developments (California—current [removed: employees)](http://www.sec.gov/Archives/edgar/data/47217/000104746910010444/a2201180zex-10_kkk.htm).*] [added: employees).*](http://www.sec.gov/Archives/edgar/data/47217/000104746910010444/a2201180zex-10_kkk.htm)] | | 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, [removed: 2013.](http://www.sec.gov/Archives/edgar/data/47217/000004721713000012/ex10-2_03202013.htm)*] [added: 2013.*](http://www.sec.gov/Archives/edgar/data/47217/000004721713000012/ex10-2_03202013.htm)] | | 8-K | | 001-04423 | | 10.2 | | March 21, 2013 |

| 10(s) | | [Form of Stock Notification and Award Agreement for awards of restricted stock [removed: units.](http://www.sec.gov/Archives/edgar/data/47217/000104746914002153/a2218511zex-10_uu.htm)*] [added: units.*](http://www.sec.gov/Archives/edgar/data/47217/000104746914002153/a2218511zex-10_uu.htm)] | | 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 [removed: rights](http://www.sec.gov/Archives/edgar/data/47217/000104746914002153/a2218511zex-10_vv.htm).*] [added: rights.*](http://www.sec.gov/Archives/edgar/data/47217/000104746914002153/a2218511zex-10_vv.htm)] | | 10-Q | | 001-04423 | | 10(v)(v) | | March 11, 2014 |

| 10(w) | | [Form of Grant Agreement for grants of performance-adjusted restricted stock [removed: units.](http://www.sec.gov/Archives/edgar/data/47217/000104746914002153/a2218511zex-10_yy.htm)*] [added: units.*](http://www.sec.gov/Archives/edgar/data/47217/000104746914002153/a2218511zex-10_yy.htm)] | | 10-Q | | 001-04423 | | 10(y)(y) | | March 11, 2014 |

| 10(x) | | [Form of Stock Notification and Award Agreement for awards of restricted [removed: stock.](http://www.sec.gov/Archives/edgar/data/47217/000104746914002153/a2218511zex-10_zz.htm)*] [added: stock.*](http://www.sec.gov/Archives/edgar/data/47217/000104746914002153/a2218511zex-10_zz.htm)] | | 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 [removed: options.](http://www.sec.gov/Archives/edgar/data/47217/000104746914002153/a2218511zex-10_aaa.htm)*] [added: options.*](http://www.sec.gov/Archives/edgar/data/47217/000104746914002153/a2218511zex-10_aaa.htm)] | | 10-Q | | 001-04423 | | 10(a)(a)(a) | | March 11, 2014 |

| 10(a)(a) | | [Form of Grant Agreement for grants of restricted stock [removed: units.](http://www.sec.gov/Archives/edgar/data/47217/000104746915001999/a2223235zex-10_ccc.htm)*] [added: units.*](http://www.sec.gov/Archives/edgar/data/47217/000104746915001999/a2223235zex-10_ccc.htm)] | | [removed: 10-Q] [added: 10-K] | | 001-04423 | | 10(c)(c)(c) | | March 11, 2015 |

| 10(b)(b) | | [Form of Grant Agreement for grants of foreign stock appreciation rights.*](http://www.sec.gov/Archives/edgar/data/47217/000104746915001999/a2223235zex-10_ddd.htm) | | [removed: 10-Q] [added: 10-K] | | 001-04423 | | 10(d)(d)(d) | | March 11, 2015 |

| [removed: 10(c)(c)] [added: 10(d)(d)] | | [Form of Grant Agreement for grants of [removed: long-term cash awards.*](http://www.sec.gov/Archives/edgar/data/47217/000104746915001999/a2223235zex-10_eee.htm)] [added: non-qualified stock options.*](http://www.sec.gov/Archives/edgar/data/47217/000104746915001999/a2223235zex-10_fff.htm)] | | [removed: 10-Q] [added: 8-K] | | 001-04423 | | [removed: 10(e)(e)(e)] [added: 10(f)(f)(f)] | | March 11, 2015 |

| [removed: 10(d)(d)] [added: 10(m)(m)] | | [Form of Grant Agreement for grants of [added: performance-contingent] non-qualified stock [removed: options.*](http://www.sec.gov/Archives/edgar/data/47217/000104746915001999/a2223235zex-10_fff.htm)] [added: options.*](http://www.sec.gov/Archives/edgar/data/47217/000104746915009251/a2226745zex-10_fff.htm)] | | [removed: 10-Q] [added: 10-K] | | 001-04423 | | 10(f)(f)(f) | | [removed: March 11,] [added: December 16,] 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, [removed: 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 [removed: agent.](http://www.sec.gov/Archives/edgar/data/47217/000004721718000026/hp-43018xexhibit10jj.htm)] [added: agent.](http://www.sec.gov/Archives/edgar/data/47217/000004721718000026/hp-43018xexhibit10jj.htm)] | | 10-Q | | 001-04423 | | [removed: 10(j)(j)] [added: 10.(j)(j)] | | June 5, 2018 |

| [added: Exhibit Description] | [removed: Exhibit Description] | [added: Form] | [removed: Form] | [added: File No.] | [removed: File No.] | [added: Exhibit(s)] | [removed: Exhibit(s)] | [added: Filing Date] | [removed: Filing Date] | |