HP (HPQ) 10-K risk factor changes: FY2020 vs FY2019
The 2020-10-31 10-K against the 2019-10-31 one, compared heading by heading and sentence by sentence.
Item 1A153 rewritten118 added75 removed194 unchanged
All filing items1,479 rewritten1,215 added637 removed1,616 unchanged
Summary
counted, not written
- Item 1A lists 32 risk factor headings: 5 new, 6 reworded and 21 unchanged since FY2019. 4 headings from FY2019 no longer appear.
- Sentence by sentence, 1,215 added, 637 removed, 1,479 rewritten and 1,616 unchanged across 20 items that differ.
New Item 1A headings (5)
- Our business, results of operations and financial condition have been, and could continue to be, adversely affected by the COVID-19 pandemic.
- Our products and services depend in part on IP and technology licensed from third parties.
- Our business could be negatively impacted as a result of actions by activist stockholders or others.
- Our level of indebtedness and related debt service obligations could adversely affect our business and financial condition.
- We are subject to risks associated with litigation and regulatory proceedings.
Removed Item 1A headings (4)
- Terrorist acts, conflicts, wars and geopolitical uncertainties may seriously harm our business and revenue, costs and expenses and financial condition and stock price.
- Our stock price has historically fluctuated and may continue to fluctuate, which may make future prices of our stock difficult to predict.
- The allocation of IP rights between Hewlett Packard Enterprise and HP as part of the Separation, and the shared use of certain IP rights following the Separation, could adversely impact our reputation, our ability to enforce certain IP rights that are important to us and our competitive position.
- The Separation could result in substantial tax liability.
Reworded Item 1A headings (6)
- Third-party claims of IP infringement are commonplace in our industry and
[removed: successful third-party claims]may limit or disrupt our ability to sell our products and services. - System security risks, data protection breaches, cyberattacks, system outages and systems integration issues could disrupt our internal operations or services provided to customers, and
[removed: any such disruption]could reduce our revenue, increase our expenses, damage our reputation and adversely affect our [added: cash flows and] stock price. [removed: Recent global,][added: Global,] regional and local economic weakness and uncertainty could adversely affect our business and financial performance.- Business disruptions could seriously harm our future
[removed: revenue][added: revenue, cash flows] and financial condition and increase our costs and expenses. - Our business is subject to various federal, state, local and foreign laws and regulations that could result in costs or other sanctions that adversely affect our business and results of
[removed: operations.][added: operations and cash flows.] - Failure to comply with our customer contracts or government contracting regulations could adversely affect our business and
[removed: results of operations.][added: financial performance.]
A heading is new when no FY2019 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
22 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2020; struck-through words were in FY2019. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors.
153 rewritten, 118 added, 75 removed, 194 unchanged
For example, we may fail to develop innovative products and services, maintain the manufacturing quality of our products, manage our global, multi-tier distribution network, limit potential misuse of pricing programs by our channel partners, [added: exclude imitation print supplies from our printers with technological protection measures,] adapt to new or changing marketplaces or successfully market new products and services, any of which could adversely affect our business and financial condition.
If we [removed: experience these challenges and] do not succeed in our efforts to mitigate [removed: them,] [added: these challenges,] or if these efforts are more costly or time-consuming than expected, our business and results of operations may be adversely affected, which could limit our ability to invest in and grow our business.
We encounter aggressive competition from [removed: numerous and varied] competitors in all areas of our business, and our competitors have targeted and are expected to continue targeting our key market segments.
We compete on the basis of our technology, innovation, performance, price, quality, reliability, brand, reputation, distribution, range of products and services, ease of [removed: use of our products,] [added: use,] account relationships, customer training, service and support, security, availability of application [added: software and internet infrastructure offerings, and our sustainability performance.]
If our products, services, support and cost structure do not enable us to compete successfully, our results of [removed: operations] [added: operations, cash flows] and business prospects could be harmed.
In addition, [removed: companies with whom we have alliances] [added: these partners] also may acquire or form alliances with our competitors, which could reduce their business with us.
In addition, competitors who have a greater presence in some of the lower-cost markets in which we compete, or who can obtain better pricing, more favorable contractual terms and conditions, [removed: or] [added: and/or] more favorable allocations of products and components during periods of limited supply, may be able to offer lower prices than we are able to offer.
If we cannot proportionately decrease our cost structure (apart from research and development expenses) on a timely basis in response to competitive price pressures, our gross margin [removed: and, therefore, our] [added: and] profitability could be adversely affected.
Even if we are able to maintain or increase market share for a particular product, [removed: its] [added: the] financial performance [added: of that product] could decline because the product is in a maturing industry or market segment or contains technology that is becoming obsolete.
These resellers and distributors often sell our products alongside competing products, including non-original [added: print] supplies, or they may highlight the availability of lower cost non-original supplies.
Our strategy is focused on leveraging our existing portfolio of products and services to meet the demands of a [removed: continually] changing technological landscape and to offset certain areas of industry decline.
For example, our go-to-market strategy, including online, omnichannel and contractual sales, needs to evolve [removed: in-line] with market dynamics, forces and demand.
If we cannot innovate, develop and execute evolutionary strategies in this changing [removed: environment,] [added: environment (including our end to end business model in Print),] then we may not be able to successfully compete and maintain the value proposition of our products, including supplies.
Any failure to successfully execute this strategy, including any failure to invest sufficiently in strategic growth areas, could adversely affect our business, results of [removed: operations] [added: operations, cash flows] and financial condition.
[removed: The] [added: Moreover, 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, cash flows, results of operations and financial condition.
[removed: We] [added: To execute our strategy, we] must 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.
After we develop a product, we must be able to manufacture appropriate volumes quickly while also managing costs and preserving [added: or improving] margins.
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 [removed: historically.][added: historically or that we had expected.]
Our business is also exposed to the risk of defects in third-party components included in our products, including security [removed: vulnerabilities, as illustrated by the “Spectre” and “Meltdown” side-channel exploit threats.][added: vulnerabilities.]
If we are unable to determine the cause or find an effective solution to address quality [removed: and] [added: or] security issues with our products, we may delay shipment to customers, which would delay revenue recognition and receipt of customer payments and could adversely affect our net revenue, cash flows and profitability.
Addressing [removed: quality and security] [added: these] issues can be expensive and may result in additional warranty, repair, replacement and other costs, adversely affecting our financial performance.
[removed: In the event of security vulnerabilities or other issues with third-party] [added: party] components, we may have to rely on third parties to provide mitigation [removed: techniques] such as firmware updates.
Furthermore, [added: these] mitigation techniques [removed: for vulnerabilities in third-party components] may be ineffective or may result in adverse performance, system instability and data loss or corruption.
If new or existing customers have difficulty operating our products or are dissatisfied with our services, our results of operations [added: and cash flows] could be adversely affected, and we could face possible claims if we fail to meet our customers’ expectations.
Our net revenue, gross margin and profit vary among our [removed: diverse] [added: portfolio of] products and services, customer groups and geographic markets and therefore will likely be different in future periods than our current results.
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, [added: which in turn depends on the overall demand for our products and services.]
In addition, newer geographic markets [removed: may] [added: can] be relatively less profitable due to our investments associated with entering those markets and local pricing pressures, and we [removed: may] [added: can] have difficulty establishing and maintaining the operating infrastructure necessary to support the high growth rate associated with some of those markets.
Our operations depend on our ability to anticipate our needs for components, products and services, as well as our suppliers’ ability to deliver sufficient quantities of quality components, products and services at reasonable prices and in time for us to meet [removed: critical] schedules for the delivery of our [removed: own] products and services.
Given the wide variety of products and services [removed: that] we offer, the large [removed: number] [added: and diverse distribution] of our suppliers and contract [removed: manufacturers that are located around the world,] [added: manufacturers,] and the long lead times required to manufacture, assemble and deliver certain components and products, problems could arise in production, planning and inventory management [added: and regulatory compliance] that could seriously harm our business.
Furthermore, certain of our suppliers may decide to discontinue [removed: conducting] business with us.
Other supplier problems that we could face include component shortages, excess supply, risks related to the terms of our contracts with suppliers, risks associated with contingent workers, risks related to supply chain working [removed: conditions] [added: conditions, human rights] and materials sourcing and risks related to our relationships with single-source suppliers, each of which is described below.
[removed: | • |] [added: -] *Contractual terms.* As a result of binding long-term price or purchase commitments with vendors, we may be obligated to purchase components or services at prices that are higher than those available in the current market and be limited in our ability to respond to changing market conditions. [removed: If we commit to purchasing components or |]
[added: If we commit to purchasing components or] 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.
The practice employed by our [removed: PC] [added: Personal Systems] business of purchasing product components and transferring those components to OMs may create large supplier receivables with the OMs that, depending on the financial condition of the OMs, may create collectability risks.
In addition, [removed: certain of] our OMs and suppliers may decide to discontinue [removed: conducting] business with us.
[removed: | • |] [added: -] *Contingent workers.* We also rely on third-party suppliers for the provision of contingent workers, and our failure to [added: effectively] manage our use of such workers [removed: effectively] could adversely affect our results of operations. [removed: We have been exposed to various legal claims relating to the status of contingent workers in the past and could face similar claims in the future. We may be subject to shortages, oversupply or fixed contractual terms relating to contingent workers. Our ability to manage the size of, and costs associated with, the contingent workforce may be subject to additional constraints imposed by local laws. |]
[removed: | • | *Working conditions and materials sourcing.* We work with our suppliers to improve their labor practices and working conditions, such as by including requirements in our agreements with our suppliers that workers receive fair treatment, safe working conditions and freely chosen employment, that materials are responsibly sourced and that business operations are conducted in an environmentally responsible and ethical way.] Brand [removed: perception and] [added: perception,] customer loyalty [added: and legal compliance] could be adversely impacted by a supplier’s improper practices or failure to comply with the above-mentioned requirements or those included in our Supplier Code of Conduct, General Specification for the Environment and other related provisions and requirements of our procurement contracts, including supplier audits, reporting of smelters, [added: human rights due diligence,] wood fiber certification (for HP brand paper and product packaging) and GHG emissions, water and waste data. [removed: |]
Successfully managing the interaction of our direct sales and indirect channel sales efforts to reach [removed: various] potential customer segments for our products and services is a complex process.
Moreover, since each distribution method has distinct risks and gross margins, 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 [removed: profitability.][added: profitability and cash flows.]
[added: Moreover, some of our 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.
STRATEGIC AND OPERATIONAL RISKS
Our business, results of operations and financial condition have been, and could continue to be, adversely affected by the COVID-19 pandemic.
The COVID-19 pandemic and the actions taken by governments, businesses and individuals in response to the pandemic have resulted in, and are expected to continue to result in, a substantial curtailment of business activities (including the decrease in demand for a broad variety of goods and services), weakened economic conditions, supply chain disruptions, significant economic uncertainty and volatility in the financial markets, both in the United States and abroad.
The COVID-19 pandemic is adversely impacting, and is expected to continue to adversely impact, our operations and financial performance.
COVID-19 related restrictions impacted the demand for certain products and services as a result of temporary closures of offices and businesses and as people moved to spending more time at home, which negatively impacted sales for commercial products in both Personal Systems and Print.
For as long as remote working and learning practices remain prevalent, whether due to restrictions implemented by governmental authorities or businesses allowing employees to continue to work remotely, we expect decreased sales of products for in-office consumption in some markets and channels.
While this decrease in demand has been partially offset by increased sales of certain products for in-home consumption, we are unable to predict for how long or to what extent this increase will continue.
Moreover, our channel partners have experienced, and may continue to experience, disruptions in their operations due to restrictions implemented in response to COVID-19, which has caused, and may continue to cause, reduced, or cancelled orders and/or collection risks.
This has further adversely impacted our results of operations and we expect it to continue to have a negative impact on our results of operations.
Additionally, we have experienced temporary factory closures and other supply chain disruptions as a result of COVID-19, and we may continue to experience such disruptions.
For example, our manufacturing sites, including in China and Southeast Asia, as well as those of our suppliers and outsourcing partners, were adversely impacted by COVID-19 as a result of quarantines, facility closures, and travel and logistics restrictions.
As of the end of fiscal year 2020, our factories have returned to largely normalized levels.
These disruptions in Asia resulted in temporary supply shortages that affected sales worldwide for both Personal Systems and Print, as well as incremental costs.
We may experience further disruptions in the future, and any prolonged disruptions to our manufacturing operations, supply chain and/or distribution channels could have a material adverse effect on our business, results of operations and financial condition.
We continue to have significant sources of cash and liquidity and access to committed credit lines, but a prolonged period of generating lower cash from operations could adversely affect our financial condition.
We are also facing increased operational challenges as we take measures to support and protect employee health and safety, including limiting employee travel, closing facilities and offices, and implementing work-from-home policies for employees.
In particular, our remote work arrangements, coupled with stay-at-home orders and quarantines, pose challenges for our employees and our IT systems and extended periods of remote work arrangements could strain our business continuity plans, introduce operational risk, including cybersecurity and IT systems management risks, and impair our ability to manage our business.
The effects of COVID-19 may also limit the resources afforded to or delay the implementation of our strategic initiatives and make it more difficult to develop, manufacture and market innovative products and services.
If our strategic initiatives are delayed or otherwise modified, such initiatives may not achieve some or all of the expected benefits, which could have a material adverse effect on our competitive position, business, financial condition, results of operations and cash flows.
The ultimate impact of COVID-19 on our operations and financial performance depends on many factors that are not within our control, including: governmental, business and individuals’ actions that have been and continue to be taken in response to the pandemic; general economic uncertainty in global markets and financial market volatility; global economic conditions and levels of economic growth; and the pace of recovery when the COVID-19 pandemic subsides.
Further, COVID-19, and the volatile regional and global economic conditions stemming from the pandemic, could precipitate or aggravate the other risk factors that we identify in this report, any of which could materially adversely impact our business.
We also face an increased risk of litigation and governmental and regulatory scrutiny as a result of the effects of
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COVID-19 on economic and market conditions.
Further, COVID-19 may also affect our business and financial results in ways that are not presently known to us or that we do not currently consider as significant risks to our operations.
In addition, we currently face, and may face in the future, an unpredictable macroeconomic environment, which may exacerbate these challenges.
Our alliance partners in certain areas may be or may become our competitors in others.
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In fiscal year 2020, we created a single commercial organization led by a newly-created chief commercial officer role.
We have and may again in the future write off some or all of the value of defective inventory.
In the event of security vulnerabilities or other issues with third-
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For example, a combination of a higher consumer mix within both Personal Systems and Print hardware and lower rate in commercial print negatively impacted gross margin in fiscal 2020.
- *Component shortages.* We may experience a shortage of, or a delay in receiving, certain components as a result of strong demand, capacity constraints, supplier financial weaknesses, the inability of suppliers to borrow funds, disputes with suppliers (some of whom are also our customers), disruptions in the operations of component suppliers, other problems experienced by suppliers or problems faced during the transition to new suppliers.
For example, we experienced disruptions in our manufacturing and supply chain during the COVID-19 pandemic, which resulted in temporary supply shortages that negatively affected our ability to fulfill demand for Personal Systems and Printing products worldwide.
Additionally, our Personal Systems business relies heavily upon OMs to manufacture its products and is therefore dependent upon the continuing operations of those OMs to fulfill demand for our products.
We represent a substantial portion of the business of some of these OMs, and any changes to the nature or volume of our business transactions with a particular OM could adversely affect the operations and financial condition of the OM and lead to shortages or delays in receiving products from that OM.
If shortages or delays persist, the price of certain components may increase, we may be exposed to quality issues or the components may not be available at all.
We may
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Risks related to our business
In addition, we have in the recent past and may again in the future face macroeconomic challenges, including weakness in certain geographic regions and global political developments that impact international trade, such as trade disputes and increased tariffs.
We may also be vulnerable to increased risks associated with our efforts to address such challenges given the broad range of geographic markets in which we and our customers and partners operate.
software and internet infrastructure offerings, and our sustainability performance.
Companies with whom we have alliances in certain areas may be or may become our competitors in other areas.
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.
which in turn depends on the overall demand for our products and services.
| | |
| --- | --- |
| • | *Component shortages.* We may experience a shortage of, or a delay in receiving, certain components as a result of strong demand, capacity constraints, supplier financial weaknesses, the inability of suppliers to borrow funds, disputes with suppliers (some of whom are also our customers), disruptions in the operations of component suppliers, other problems experienced by suppliers or problems faced during the transition to new suppliers. For example, our PC business relies heavily upon OMs to manufacture its products and is therefore dependent upon the continuing operations of those OMs to fulfill demand for our PC products. We represent a substantial portion of the business of some of these OMs, and any changes to the nature or volume of our business transactions with a particular OM could adversely affect the operations and financial condition of the OM and lead to shortages or delays in receiving products from that OM. If shortages or delays persist, the price of certain components may increase, we may be exposed to quality issues or the components may not be available at all. We may not be able to secure enough components at reasonable prices or of acceptable quality to build products or provide services in a timely manner in the quantities needed or according to our specifications. Accordingly, our business, cash flows, results of operations and financial condition could suffer if we lose time-sensitive sales, incur additional freight costs or are unable to pass on price increases to our customers. If we cannot adequately address supply issues, we might have to re-engineer some product or service offerings, which could result in further costs and delays. |
| • | *Excess supply.* In order to secure components for our products or services, at times we may make advance payments to suppliers or enter into non-cancelable commitments with vendors. In addition, we may purchase components strategically in advance of demand to take advantage of favorable pricing or to address concerns about the availability of future components. If we fail to anticipate customer demand properly, a temporary oversupply could result in excess or obsolete components, which could adversely affect our business and financial performance. |
| • | *Single-source suppliers.* We obtain a significant number of components from single sources due to technology, availability, price, quality or other considerations. For example, we rely on Canon for certain laser printer engines and laser toner cartridges. We also rely on Intel to provide us with a sufficient supply of processors for many of our PCs and workstations, and we rely on AMD to provide us with a sufficient supply of processors for other products. Some of those processors are customized for our products. New products that we introduce may utilize custom components obtained from only one source initially until we have evaluated whether there is a need for additional suppliers. Replacing a single-source supplier could delay production of some products as replacement suppliers may be subject to capacity constraints or other output limitations. For some components, such as customized components and some of the processors that we obtain from Intel, or the laser printer engines and toner cartridges that we obtain from Canon, alternative sources either may not exist or may be unable to produce the quantities of those components necessary to satisfy our production requirements. In addition, we sometimes purchase components from single-source suppliers under short-term agreements that contain favorable pricing and other terms but that may be unilaterally modified or terminated by the supplier with limited notice and with little or no penalty. The performance of such single-source suppliers under those agreements (and the renewal or extension of those agreements upon similar terms) may affect the quality, quantity and price of our components. The loss of a single-source supplier, the deterioration of our relationship with a single-source supplier, or any unilateral modification to the contractual terms under which we are supplied components by a single-source supplier could adversely affect our business and financial performance. |
Moreover, some of our wholesale and retail distributors may have insufficient financial
| • | Our ability to conduct due diligence with respect to business combination and investment transactions, and our ability to evaluate the results of such due diligence, is dependent upon the veracity and completeness of statements and disclosures made or actions taken by third parties or their representatives. |
| • | Business combination and investment transactions may lead to litigation, which could impact our financial condition and results of operations. |
We have incurred and will incur additional depreciation and amortization expense over the useful lives of certain assets acquired in connection with business combination and investment transactions, and, to the extent that the value of goodwill, tangible or intangible assets acquired in connection with a business combination and investment transaction becomes impaired, we may be required to incur additional material charges relating to the impairment of those assets.
Integration issues are often time-consuming and expensive
The challenges involved in integration include:
| • | successfully combining product and service offerings and entering or expanding into markets in which we are not experienced or are developing expertise; |
| • | convincing both our customers and distributors and those of the acquired business that the transaction will not diminish client service standards or business focus; |
| • | persuading both our customers and distributors and those of the acquired business not to defer purchasing decisions or switch to other suppliers (which could result in our incurring additional obligations in order to address customer uncertainty), minimizing sales force attrition and expanding and coordinating sales, marketing and distribution efforts; |
| • | consolidating and rationalizing corporate IT infrastructure, which may include multiple legacy systems from various acquisitions and integrating software code and business processes; |
| • | minimizing the diversion of management attention from ongoing business concerns; |
| • | persuading employees that business cultures are compatible, maintaining employee morale and retaining key employees, engaging with employee works councils representing an acquired company’s non-U.S. employees, integrating employees, correctly estimating employee benefit costs and implementing restructuring programs; |
| • | coordinating and combining administrative, manufacturing, research and development and other operations, subsidiaries, facilities and relationships with third-parties in accordance with local laws and other obligations while maintaining adequate standards, controls and procedures; |
| • | achieving savings from supply chain integration; and |
| • | managing integration issues shortly after or pending the completion of other independent transactions. |
such third parties may demand cross-licenses to our IP.
Breaches of our facilities, network, or data security could disrupt the security of our systems and
For example, we have in the past experienced the impacts of macroeconomic weakness across many geographic regions and markets, and we may experience similar impacts in the future.
Tariffs could also make our products more expensive for customers, which could make our products less competitive and reduce demand.
Continued uncertainty regarding Brexit may result in future exchange rate volatility.
Terrorist acts, conflicts, wars and geopolitical uncertainties may seriously harm our business and revenue, costs and expenses and financial condition and stock price.
Terrorist acts, conflicts or wars (wherever located around the world) may cause damage or disruption to our business, our employees, facilities, partners, suppliers, distributors, resellers or customers or adversely affect our ability to manage logistics, operate our transportation and communication systems or conduct certain other critical business operations.
The potential for future attacks, the national and international responses to attacks or perceived threats to national security, and other actual or potential conflicts or wars have created many economic and political uncertainties.
In addition, as a major multinational company with headquarters and significant operations located in the United States, actions against or by the United States may impact our business or employees.
Although it is impossible to predict the occurrences or consequences of any such events, if they occur, they could result in a decrease in demand for our products, make it difficult or impossible to provide services or deliver products to our customers or to receive components from our suppliers, create delays and inefficiencies in our supply chain and result in the need to impose employee travel restrictions.
An excerpt. Shown here: 40 of 153 rewritten, 40 of 118 added and 40 of 75 removed. The counts are complete. For every sentence, read Item 1A. Risk Factors. in the FY2020 filing and the FY2019 filing.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
152 rewritten, 192 added, 105 removed, 274 unchanged
[removed: | • |] [added: -] *Overview.* A discussion of our business and other highlights affecting the company to provide context for the remainder of this MD&A. [removed: |]
[removed: | • |] [added: -] *Critical Accounting Policies and Estimates.* A discussion of accounting policies and estimates that we believe are important to understanding the assumptions and judgments incorporated in our reported financial results. [removed: |]
[removed: | • |] [added: -] *Results of Operations.* An analysis of our financial results comparing fiscal year [removed: 2019] [added: 2020] to fiscal year [removed: 2018] [added: 2019] and fiscal year [removed: 2018] [added: 2019] to fiscal year [removed: 2017. A discussion of the results of operations is followed by a more detailed discussion of the results of operations by segment. |][added: 2018.]
[removed: | • |] [added: -] *Liquidity and Capital Resources.* An analysis of changes in our cash flows and a discussion of our liquidity and financial condition. [removed: |]
[removed: | • |] [added: -] *Contractual and Other Obligations.* An overview of contractual obligations, retirement and post-retirement benefit plan contributions, cost-saving plans, uncertain tax positions and off-balance sheet arrangements. [removed: |]
Financial Condition and Results of [removed: Operations (Continued)][added: Operations]
One set of challenges relates to dynamic market trends, such as forecasted declining [removed: PC Client markets and] home printing markets.
[removed: | • |] [added: -] In Personal Systems, we face challenges with industry component availability and a competitive pricing environment. [removed: |]
Accordingly, we face global macroeconomic challenges, [added: particularly in light of the effects of the COVID-19 pandemic as discussed below,] tariff-driven headwinds, uncertainty in the markets, volatility in exchange [removed: rates, weaker macroeconomic conditions] [added: rates] and evolving dynamics in the global trade environment.
These efforts [removed: include] [added: included] transforming our operating model to integrate our sales force into a single commercial organization and reducing structural costs across the [removed: company] [added: 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 [removed: build our digital capabilities.]
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 [added: affected by many factors, including the efforts to address the execution, industry and macroeconomic challenges facing our business as discussed above.]
We establish SSP using the price charged for a performance obligation when sold [added: separately (“observable price”) and, in some instances, using the price established by management having the relevant authority.]
This may change the pattern and timing of revenue recognition for identical arrangements executed in future periods but will not change the total [removed: revenue recognized for any given arrangement.]
For [removed: fixed price] [added: 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.
[removed: *Restructuring] [added: | Restructuring] and [removed: Other Charges*][added: other charges | | | 462 | | | | | | 0.9 | | % | | | | 275 | | | | | | 0.4 | | % | | | | 132 | | | | | | 0.2 | | % |]
For [removed: a full description of our restructuring actions, refer to] [added: more information on] our [removed: discussions of] restructuring [removed: in “Results] [added: activities that are part] of [removed: Operations” below and in] [added: our cost improvements, see] Note 3, “Restructuring and Other [removed: Charges”] [added: Charges”,] to the Consolidated Financial Statements in Item 8, which [removed: are] [added: is] incorporated herein by reference.
[added: For the] recognition of net periodic benefit cost, the calculation of the expected long-term return on plan assets uses the fair value of plan assets as of the beginning of the fiscal year unless updated as a result of interim re-measurement.
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: 2019:][added: 2020:]
| | [added: | |] Change in Net [removed: Periodic Benefit Cost in] [added: Periodic Benefit Cost in] millions | | |
| Assumptions: | | | | [added: | |]
| Discount rate | [added: | |] $ | [removed: 9] [added: 6] | |
| Expected increase in compensation levels | [added: | |] $ | 2 | |
| Expected long-term return on plan assets | [added: | |] $ | [removed: 28] [added: 33] | |
As a result of certain employment actions and capital investments we have undertaken, income from manufacturing activities in certain jurisdictions is subject to reduced tax rates and, in some cases, is wholly exempt from taxes for fiscal years through [removed: 2027.][added: 2029.]
[removed: The effects of the TCJA related to these policies are referenced and discussed in detail in] [added: For more information on our uncertain tax positions, see] Note 6, “Taxes on [removed: Earnings”] [added: Earnings”,] to the Consolidated Financial Statements in Item 8, which is incorporated herein by reference.
We are subject to income taxes in the United States and approximately [removed: 58] [added: 60] other countries, and we are subject to routine corporate income tax audits in many of these jurisdictions.
Determining the income tax provision for these potential assessments and recording the related effects [added: requires management judgments and estimates.]
The excess of the fair value of purchase consideration over the fair value of these assets acquired, liabilities assumed and non-controlling interests in the acquiree is recorded as goodwill and may involve engaging independent [removed: third-parties] [added: third parties] to perform an appraisal.
[removed: Based on a] [added: A] qualitative [removed: assessment, if we] [added: assessment is first performed to] determine [removed: that] [added: if] the fair value of a reporting unit is more likely than not [removed: (i.e., a likelihood of more than 50 percent)] to be less than its carrying [removed: amount, the quantitative impairment test will be performed.][added: amount.]
If [removed: the fair value of] [added: we determine] the [removed: reporting unit is less than its] carrying [removed: amount,] [added: amount exceeds fair value,] goodwill is impaired and the excess [removed: of the reporting unit’s carrying value over the fair value] is recognized as an impairment loss.
For [removed: a further discussion] [added: more information] on [removed: fair value measurements] [added: our retirement] and [removed: derivative instruments, refer to] [added: post-retirement benefit plans, see] Note [removed: 9, “Fair Value”] [added: 4, “Retirement] and [removed: Note 10, “Financial Instruments”, respectively,] [added: Post-Retirement Benefit Plans”,] to the Consolidated Financial Statements in Item 8, which [removed: are] [added: is] incorporated herein by reference.
We believe we have recorded adequate provisions for any such matters and, as of October 31, [removed: 2019,] [added: 2020,] it was not reasonably possible that a material loss had been incurred in excess of the amounts recognized in our financial statements.
| | [added: | |] For the fiscal years ended October 31 | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | |]
| | [added: | | 2020 | | | | | | | | | | | |] 2019 | | | | | | | [removed: 2018] | | | | | [added: 2018] | | [removed: 2017] | | | | | | [added: |]
| | [added: | |] Dollars | | | | [added: | |] % of Net Revenue | | | [added: | | |] Dollars | | | | [added: | |] % of Net Revenue | | | [added: | | |] Dollars | | | | [added: | |] % of Net Revenue | | [added: |]
| | [added: | |] Dollars in millions | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | |]
| Net revenue | [added: | |] $ | [removed: 58,756] [added: 56,639] | | | [added: | |] 100.0 | [added: |] % | | [added: | |] $ | [removed: 58,472] [added: 58,756] | | | [added: | |] 100.0 | [added: |] % | | [added: | |] $ | [removed: 52,056] [added: 58,472] | | | [added: | |] 100.0 | [added: |] % |
| Cost of revenue | [removed: 47,586] | | [added: 46,202] | | [removed: 81.0] | [added: | | | 81.6 | |] % | | [removed: 47,803] | | [added: 47,586] | | [removed: 81.8] | [added: | | | 81.0 | |] % | | [removed: 42,478] | | [added: 47,803] | | [removed: 81.6] | [added: | | | 81.8 | |] % |
| Gross profit | [removed: 11,170] | | [added: 10,437] | | [removed: 19.0] | [added: | | | 18.4 | |] % | | [removed: 10,669] | | [added: 11,170] | | [removed: 18.2] | [added: | | | 19.0 | |] % | | [removed: 9,578] | | [added: 10,669] | | [removed: 18.4] | [added: | | | 18.2 | |] % |
A discussion of the results of operations is followed by a more detailed discussion of the results of operations by segment.
[Table of Co](#i636c491789244b3cbfd95498c2fc0789_43)[ntents](#i636c491789244b3cbfd95498c2fc0789_43)
- In Personal Systems, our strategic focus is on profitable growth through innovation and market segmentation.
This focus is with respect to enhanced innovation in multi-operating systems, multi-architecture, geography, customer segments and other key attributes.
Additionally, we are investing in endpoint services and solutions.
We are focused on services, including Device as a Service, as the market begins to shift to contractual solutions.
We are driving innovation to enable productivity and collaboration as near-term demand continues for work from home and distance learning as the PC has become an essential tool to create, consume and collaborate.
We believe that we are well positioned due to our competitive product lineup.
- In Printing, our strategic focus is on contractual solutions to serve consumers, SMBs and large enterprises through our Instant Ink Services and Managed Print Services (“MPS”) offerings, providing digital printing solutions for graphics segments and applications including commercial publishing, labels, packaging and textiles; as well as expanding our footprint in the 3D printing across digital manufacturing and strategic applications.
- In Printing, 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 our customers present challenges.
We also obtain many 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.
These were further updated in February 2020.
[Table of](#i636c491789244b3cbfd95498c2fc0789_43) [Contents](#i636c491789244b3cbfd95498c2fc0789_43)
build our digital capabilities.
Our COVID-19 Response
In late 2019, COVID-19 was first identified, and in March 2020, the World Health Organization declared the outbreak of COVID-19 to be a pandemic.
The rapid spread of COVID-19 prompted governments and businesses to take unprecedented measures in response, including restrictions on travel and business operations, temporary closures of businesses, and quarantines and shelter-in-place orders.
As reflected in the discussions that follow, the COVID-19 pandemic and the actions taken by governments, businesses and individuals in response to the pandemic have had a variety of impacts on our results of operations and cash flows for the fiscal year ended October 31, 2020, some of which have been significant.
This section summarizes our response to the significant impacts that we have experienced to date, and we have also included additional details as applicable throughout other sections of this report.
We continue to actively monitor the situation and review our plans based on the requirements and recommendations of federal, state, and local authorities.
- Our employees. We have been focused on protecting the health and safety of our employees during the COVID-19 pandemic, and we quickly pivoted the vast majority of our employees to work from home as a safety measure in the second quarter of fiscal year 2020.
These arrangements have been designed to allow for continued operation of non-production business-critical functions, including financial reporting systems and internal controls.
In the third quarter of fiscal year 2020, we implemented a one-time work-from-home reimbursement program for employees to improve their workspaces.
For those in manufacturing and other critical functions that could not transition to a remote model, we quickly implemented safety and hygiene training and protocols, such as physical distancing, safety gear mandates, site visitor restrictions, alternate staffing shifts, and enhanced cleaning and sanitization practices, to protect the employees in our labs or manufacturing and production facilities.
We have also implemented contact tracing initiatives.
- Our community. We are committed to taking actions to protect the communities we serve.
We are also putting our resources behind efforts to support local communities and to assist in the public health response.
We have donated millions of dollars in technology and support across Personal Systems and Printing to help students, families, and communities, including hospitals in affected areas.
◦The HP 3D Printing team and Digital Manufacturing team is working with its global digital manufacturing community to mobilize 3D printing teams, technology, experience and production capacity to help deliver critical parts in the effort to battle the COVID-19 pandemic.
Along with our partners and customers, we have produced more than 4 million 3D printed parts for face shields, respirators, nasal swabs, and other items for distribution to hospitals.
◦We have donated HP BioPrinters and associated supply cassettes, free of charge, to research laboratories in the US and Europe to help accelerate drug and vaccine research to combat COVID-19.
◦In April 2020, HP Puerto Rico kicked off large-scale manufacturing of much-needed hand sanitizer and has since delivered about 55,000 liters to local hospitals, police stations, nursing homes, fire stations, medical and wellness service providers and HP’s Customer Service facilities, as well as to select sites in the US.
◦We made HP Sure Click Pro security software freely available through September 2020 to help protect against cyber threats for both HP and non-HP Windows 10 PCs as a large portion of the population is currently working from home.
◦We have committed to donating millions of dollars in products and grants to support blended learning in local communities impacted by COVID-19 around the globe as a large portion of the world’s students are currently learning from home.
- Our customers and partners. We are committed to our customers and partners and to meeting their needs.
We have taken meaningful actions to remain close to our customers and partners, including implementing a variety
[Table of](#i636c491789244b3cbfd95498c2fc0789_43) [Contents](#i636c491789244b3cbfd95498c2fc0789_43)
Financial Condition and Results of Operations
| | |
| --- | --- |
| • | In Personal Systems, our strategic focus is on profitable growth through 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 end point services and solutions. We are focused on 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. |
| • | 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. |
| • | In Printing, 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 our customers present challenges. We also face challenges in Printing due to our multi-tier distribution network, primarily in EMEA, including limiting grey marketing and the potential misuse of pricing programs. We also obtain many 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. |
affected by many factors, including the efforts to address the execution, industry and macroeconomic challenges facing our business as discussed above.
separately (“observable price”) and, in some instances, using the price established by management having the relevant authority.
Over the last three fiscal years, the annual warranty expense and actual warranty costs have averaged approximately 1.8% of annual net revenue.
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 and enhanced early retirement programs, fair value of assets made redundant or obsolete, and the fair value of lease cancellation and other exit costs.
We accrue for severance and other employee separation costs under these actions when it is probable that benefits will be paid and the amount is reasonably estimable.
The rates used in determining severance accruals are based on existing plans, historical experiences and negotiated settlements.
Other charges include non-recurring costs that are distinct from ongoing operational costs incurred in connection with the Separation or information technology rationalization efforts.
We update the expected long-term return on assets when we observe a sufficient level of evidence that would suggest the long-term expected return has changed.
For the
| | | | |
| --- | --- | --- | --- |
The Tax Cuts and Jobs Act (“TCJA”) made significant changes to the U.S. tax law.
The TCJA lowered our U.S. statutory federal income tax rate from 35% to 21% effective January 1, 2018, while also imposing a one-time transition tax on accumulated foreign earnings.
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.
requires management judgments and estimates.
We can elect to perform a qualitative assessment to test a reporting unit’s goodwill for impairment or perform a quantitative impairment test.
In the quantitative impairment test, we compare the fair value of each reporting unit to its carrying amount with the fair values derived most significantly from the income approach, and to a lesser extent, the market approach.
Under the income approach, we estimate the fair value of a reporting unit based on the present value of estimated future cash flows.
We base cash flow projections on management’s estimates of revenue growth rates and operating margins, taking into consideration industry and market conditions.
We base the discount rate on the weighted-average cost of capital adjusted for the relevant risk associated with business-specific characteristics and the uncertainty related to the reporting unit’s ability to execute on the projected cash flows.
Under the market approach, we estimate fair value based on market multiples of revenue and earnings derived from comparable publicly-traded companies with similar operating and investment characteristics as the reporting unit.
We weight the fair value derived from the market approach depending on the level of comparability of these publicly-traded companies to the reporting unit.
When market comparables are not meaningful or not available, we estimate the fair value of a reporting unit using only the income approach.
If the fair value of a reporting unit exceeds the carrying amount of the net assets assigned to that reporting unit, goodwill is not impaired.
Our annual goodwill impairment analysis, performed using the qualitative assessment option as of the first day of the fourth quarter of fiscal year 2019, resulted in a conclusion that it was more likely than not that the fair value of our reporting units exceeded their respective carrying values.
As a result, we concluded that a quantitative impairment test was not necessary.
*Fair Value of Derivative Instruments*
We use derivative instruments to manage a variety of risks, including risks related to foreign currency exchange rates, interest rates and existing assets and liabilities.
We use forwards, swaps and at times, options to hedge certain foreign currency, interest rate and, return on certain investments exposures.
We do not use derivative instruments for speculative purposes.
As of October 31, 2019, the gross notional value of our derivative portfolio was $24 billion.
An excerpt. Shown here: 40 of 152 rewritten, 40 of 192 added and 40 of 105 removed. The counts are complete. For every sentence, read Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. in the FY2020 filing and the FY2019 filing.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
9 rewritten, 1 added, 0 removed, 24 unchanged
We transact business in over 40 currencies worldwide, of which the most significant foreign currencies to our operations for fiscal year [removed: 2019] [added: 2020] were the euro, Chinese yuan renminbi, the Japanese yen and the British pound.
We have performed sensitivity analyses for continuing operations as of October 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] 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: 2019] [added: 2020] and [removed: 2018.][added: 2019.]
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: $81] [added: $77] million and [removed: $75] [added: $81] million at October 31, [removed: 2019] [added: 2020] and October 31, [removed: 2018,] [added: 2019,] respectively.
We [removed: often] [added: may] use interest rate and/or currency swaps to modify the market risk exposures in connection with the debt to achieve [removed: U.S. dollar LIBOR-based] floating interest expense.
We may use cash flow hedges to hedge the variability [removed: of LIBOR-based] [added: in] interest income received on certain variable-rate investments.
We have performed sensitivity analyses as of October 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] 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: 2019] [added: 2020] and [removed: 2018.][added: 2019.]
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: $49] [added: $36] million at October 31, [removed: 2019] [added: 2020] and [removed: $69] [added: $49] million at October 31, [removed: 2018.][added: 2019.]
[Table of](#i636c491789244b3cbfd95498c2fc0789_79) [Contents](#i636c491789244b3cbfd95498c2fc0789_79)
Item 1. Business.
57 rewritten, 65 added, 20 removed, 180 unchanged
The Printing segment provides consumer and commercial printer hardware, supplies, [removed: solutions] [added: services] and [removed: services,] [added: solutions,] as well as scanning devices.
*Commercial PCs* are optimized for use by enterprise, public sector [added: which includes education,] and SMB customers, with a focus on robust designs, security, serviceability, connectivity, reliability and manageability in networked and cloud-based environments.
*Consumer PCs* are optimized for consumer usage, focusing on gaming, [added: learning and working remotely,] consuming multi-media for entertainment, managing personal life activities, staying connected, sharing information, getting things done for work including creating content, staying informed and [removed: security.][added: secure.]
[removed: | • |] [added: -] *Desktops* includes consumer desktops, commercial desktops, thin clients, and retail POS systems; [removed: |]
[removed: | • |] [added: -] *Workstations* consists of desktop workstations and accessories; and [removed: |]
[removed: | • |] [added: -] *Other* consists of consumer and commercial services as well as other Personal Systems capabilities. [removed: |]
Printing provides consumer and commercial printer hardware, supplies, [removed: solutions] [added: services] and [removed: services, as well as scanning devices.][added: solutions.]
Printing is also focused on [added: Graphics and 3D] imaging solutions in the commercial and industrial markets.
It also includes [removed: some Samsung Electronics Co., Ltd (“Samsung”)-branded and] Original Equipment Manufacturer (“OEM”) hardware and [removed: solutions.][added: solutions, and some Samsung-branded supplies.]
*Home Printing Solution*s delivers innovative printing products, supplies, services and solutions for the home, home business and micro business customers utilizing both HP’s Ink and Laser [removed: technologies (including laser technology from some Samsung-branded products).][added: technologies.]
*Graphics Solutions* delivers large-format, commercial and industrial solutions and supplies to print service providers and packaging converters through a wide portfolio of printers and presses (HP DesignJet, HP Latex, HP [removed: Stitch, HP] Indigo and HP PageWide Web [removed: Presses) and related components.][added: Presses).]
[removed: | • |] [added: -] *Commercial Hardware* consists of office printing solutions, graphics solutions and 3D [removed: Printing] [added: printing] and [removed: Digital Manufacturing,] [added: digital manufacturing,] excluding supplies; [removed: |]
[removed: | • |] [added: -] *Consumer Hardware* consists of home printing solutions, excluding supplies; and [removed: |]
[removed: | *•* | *Supplies*] [added: *•Supplies*] comprises a set of highly innovative consumable products, ranging from ink and laser cartridges to media, graphics supplies and 3D [removed: Printing] [added: printing] and [removed: Digital Manufacturing] [added: digital manufacturing] supplies, for recurring use in consumer and commercial hardware. [removed: |]
Our customers are organized by consumer and commercial groups, and purchases of HP products, solutions and services may be fulfilled directly by HP or indirectly through a variety of partners, [added: utilizing their own physical or internet stores or an omnichannel combination of the two,] including:
[removed: | • |] [added: -] resellers that sell our products and services, frequently with their own value-added products or services, to targeted customer groups; [removed: |]
[removed: | • |] [added: -] distribution partners that supply our products and solutions to resellers; and [removed: |]
[removed: | • |] [added: -] system integrators and other business intermediaries that provide various levels of services, including systems integration work and as-a-service solutions, and typically partner with us on client solutions that require our products and services. [removed: |]
For instance, we source the majority of our A4 and a portion of A3 portfolio laser printer engines and laser toner cartridges [removed: from Canon.]
See “Risk Factors—We depend on third-party suppliers, and our financial results could suffer if we fail to manage our suppliers [removed: effectively,”] [added: effectively”] in Item 1A, which is incorporated herein by reference.
For more information on our sustainability goals, programs, and performance, we refer you to our annual [removed: sustainability report,] [added: Sustainable Impact Report,] available on our website (which is not incorporated by reference herein).
For a discussion of risks attendant to our research and development activities, see “Risk Factors—If we cannot successfully execute our strategy and continue to develop, manufacture and market innovative products and services, our business and financial performance may [removed: suffer,”] [added: suffer”] in Item 1A, which is incorporated herein by reference.
At October 31, [removed: 2019,] [added: 2020,] our worldwide patent portfolio included over [removed: 27,000] [added: 28,000] 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 depend”, “Risk Factors—Our products and services depend in part on IP and technology licensed from third parties” and “Risk Factors—Third-party claims of IP infringement are commonplace in our industry and [removed: 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.
Our primary competitors are Lenovo Group Limited, Dell Inc., [added: Huawei Technologies Co., Ltd.,] Acer Inc., ASUSTeK Computer Inc., Apple Inc., Toshiba [removed: Corporation] [added: Corporation, Microsoft Corporation,] and Samsung Electronics Co., Ltd. In particular geographies, we also experience competition from local companies and from generically-branded or “white box” manufacturers.
Our competitive advantages include our broad product portfolio, our innovation and research and development capabilities including security features, our [removed: designs,] [added: innovative design work,] our brand and procurement leverage, our ability to cross-sell our portfolio of offerings, our extensive service and support offerings and the accessibility of our products through a broad-based distribution strategy from retail and commercial channels to direct sales.
Our primary competitors include Canon Inc., Lexmark International, Inc., Xerox Corporation Ltd., Seiko Epson Corporation, The Ricoh Company Ltd. and Brother Industries, Ltd. In addition, independent suppliers offer non-original supplies (including imitation, refill and [added: 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.]
Sustainable impact is fundamental to our reinvention [removed: journey-fueling] [added: journey, fueling] our innovation and growth, strengthening our business for the long term and enabling us to develop and deliver the best solutions to our customers.
We prioritize issues [removed: to address] based on their relative importance to our culture, business success and sustainable development.
We aim to grow our business, not our [removed: footprint -] [added: footprint,] and support our customers to do the same by transforming our entire business to drive a more efficient, circular, and low-carbon economy and [added: by] enabling our customers to invent the future through our most sustainable portfolio of products and services.
We champion dignity, respect and empowerment for all people with whom we [removed: work by working] [added: work, and strive] to [added: respect human rights and] embed diversity and inclusion in everything we [removed: do and helping to enable all people who help bring our products to market to thrive at work, at home and in their communities.][added: do.]
[removed: | • |] [added: -] 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); [removed: |]
[removed: | • |] [added: -] Use 100% renewable electricity in our global operations by 2035, with an interim goal of 60% by 2025; [removed: |]
[removed: | • |] [added: -] Consistent with a science-based reduction target in line with 1.5℃, reduce Scope 1 and Scope 2 greenhouse gas (“GHG”) emissions in our global operations by 60% by 2025, compared to 2015; [removed: |]
[removed: | • |] [added: -] Reduce the GHG emissions intensity of HP’s product portfolio use (which refers to per unit GHG emissions during anticipated product lifetime use weighted by contribution of personal systems and printing products to overall revenue arising from the use of more than 99% of HP product units shipped each year) by 30% by 2025, compared to 2015; [removed: |]
[removed: | • |] [added: -] Reduce first-tier production supplier and product transportation-related GHG emissions intensity (which refers to the portion of first-tier production and product transportation suppliers’ reported GHG emissions attributable to HP divided by HP’s annual net revenue) by 10% by 2025, compared to 2015; [removed: |]
[removed: | • |] [added: -] Help suppliers cut 2 million tonnes of carbon dioxide equivalent (CO2e) emissions between 2010 and 2025; [removed: |]
[removed: | • |] [added: -] Recycle 1.2 million tonnes of hardware and supplies by 2025, since the beginning of 2016; and [removed: |]
[removed: | • |] [added: -] Reduce potable water consumption [removed: in] [added: across] global operations by [removed: 15%] [added: 35%] by 2025, compared to [removed: 2015; |][added: 2015 with a focus on high risk sites;]
[removed: | • |] [added: -] Develop skills and improve well-being of 500,000 factory workers by 2025, since the beginning of 2015; [removed: |]
It also includes some Samsung-branded supplies.
[Table of](#i636c491789244b3cbfd95498c2fc0789_19) [Co](#i636c491789244b3cbfd95498c2fc0789_19)[ntents](#i636c491789244b3cbfd95498c2fc0789_19)
- retailers that sell our products to the public focusing on consumers and small- and medium-sized businesses;
[Table of](#i636c491789244b3cbfd95498c2fc0789_19) [Co](#i636c491789244b3cbfd95498c2fc0789_19)[ntents](#i636c491789244b3cbfd95498c2fc0789_19)
from Canon.
See “Risk Factors—We depend on third-party suppliers, and our financial results could suffer if we fail to manage our suppliers effectively” in Item 1A, which is incorporated herein by reference.
[Table of](#i636c491789244b3cbfd95498c2fc0789_19) [Co](#i636c491789244b3cbfd95498c2fc0789_19)[ntents](#i636c491789244b3cbfd95498c2fc0789_19)
[Table of](#i636c491789244b3cbfd95498c2fc0789_19) [Co](#i636c491789244b3cbfd95498c2fc0789_19)[ntents](#i636c491789244b3cbfd95498c2fc0789_19)
We are committed to doing our part to enable all people who help bring our products to market to thrive at work, at home and in their communities.
- Eliminate 75% of single-use plastic packaging by 2025, compared to 2018.
(Calculated as the percentage of primary plastic packaging (by weight) reduced per unit shipped).
- Double our number of Black and African American executives by 2025.
[Table of](#i636c491789244b3cbfd95498c2fc0789_19) [Co](#i636c491789244b3cbfd95498c2fc0789_19)[ntents](#i636c491789244b3cbfd95498c2fc0789_19)
Human Capital
HP’s approximately 53,000 employees worldwide power our innovation, contributing unique perspectives and a growth mindset to create breakthrough technologies and transformative solutions.
We are committed to fostering a diverse and inclusive workplace that attracts and retains exceptional talent.
Through ongoing employee development, comprehensive compensation and benefits, and a focus on health, safety and employee wellbeing, we strive to help our employees in all aspects of their lives so they can do their best work, every single day.
[Table of](#i636c491789244b3cbfd95498c2fc0789_19) [Co](#i636c491789244b3cbfd95498c2fc0789_19)[ntents](#i636c491789244b3cbfd95498c2fc0789_19)
*Diversity, Equity and Inclusion*
Innovation at HP comes from the diverse perspectives, knowledge, and experiences of our employees.
We strive to create an inclusive workplace where people can bring their authentic selves to work.
Our commitment to diversity and inclusion starts at the top with a highly skilled and diverse board.
We are among the top technology companies for women in executive positions.
Women represent 29.6% of HP’s full-time executive positions and 32.3% of full-time director-level employees.
We are committed to increasing representation of women at HP overall, but particularly in leadership and technical roles globally.
This focus also extends to underrepresented minorities in the United States.
HP is committed to doubling the number of Black and African American executives by 2025.
Women represent 36.9% of HP’s worldwide employees and racial and ethnic minorities represent 28.9% of HP’s U.S. employees as of October 31, 2020.
In 2020, 62.0% of our U.S. hires were from underrepresented groups, including women, U.S. Ethnicities, veterans and people with disabilities.
To ensure leadership maintains a strong focus on diversity and inclusion, each executive leader has individual performance goals under the Management by Objectives (“MBOs”) program tied to diversity and inclusion.
The board also has ongoing oversight of diversity and inclusion programs.
For additional information regarding our diversity and inclusion programs, please see the section titled “Our Approach to Human Capital Management” in HP’s 2021 Proxy Statement.
*Pay Equity*
We believe people should be paid for what they do and how they do it, regardless of their gender, race, or other personal characteristics.
To deliver on that commitment, we benchmark and set pay ranges based on market data and consider factors such as an employee’s role and experience, the location of their job, and their performance.
We also regularly review our compensation practices, both in terms of our overall workforce and individual employees, to ensure our pay is fair and equitable.
For the past five years and with the support of independent third-party experts in this field, HP has reviewed the compensation of employees to ensure consistent pay practices by conducting a pay equity analysis annually comparing employees in the same role within a country/location.
HP expanded its annual pay equity assessment in 2020 - evaluating eight countries with our largest employee populations, representing 65% of our global workforce.
The independent analysis found no systemic issues and any outliers were addressed as part of the normal off-cycle compensation review process.
*Employee Engagement*
HP was incorporated in 1947 under the laws of the state of California as the successor to a partnership founded in 1939 by William R.
Hewlett and David Packard.
Effective in May 1998, we changed our state of incorporation from California to Delaware.
In each of the past three fiscal years, notebook PCs, printing supplies and desktop PCs each accounted for more than 10% of our consolidated net revenue.
| | |
| --- | --- |
| • | retailers that sell our products to the public through their own physical or internet stores; |
Backlog
We believe that backlog is not a meaningful indicator of future business prospects due to our diverse products and services portfolio, including the large volume of products delivered from finished goods or channel partner inventories and the shortening of some product life cycles.
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.
| • | Achieve zero deforestation associated with HP brand paper and paper-based product packaging (which includes the box that comes with the product and all paper inside the box) by 2020; |
Steve Fieler; age 46; Chief Financial Officer
Mr. Fieler has served as Chief Financial Officer since July 2018.
Previously, Mr. Fieler served as Head of Global Treasury from January 2017 to June 2018.
Prior to that role, he was Chief Financial Officer at Proteus Digital Health from June 2014 to January 2017.
Mr. Fieler served in a range of finance and operational roles at Hewlett-Packard Company prior to its separation, including Vice President, Chief Financial Officer of HP Software from January 2012 to June 2014.
Employees
We had approximately 56,000 employees worldwide as of October 31, 2019.
Integrity at HP, we will, if required, disclose these matters via updates to our website at http://investor.hp.com on a timely basis.
An excerpt. Shown here: 40 of 57 rewritten, 40 of 65 added and all 20 removed. The counts are complete. For every sentence, read Item 1. Business. in the FY2020 filing and the FY2019 filing.
Item 3. Legal Proceedings.
0 rewritten, 1 added, 0 removed, 1 unchanged
[Table](#i636c491789244b3cbfd95498c2fc0789_31) [of Contents](#i636c491789244b3cbfd95498c2fc0789_31)
Cover and table of contents
59 rewritten, 18 added, 8 removed, 25 unchanged
[removed: FORM 10-K][added: Form 10-K]
| (Mark One) | | | [added: | | | | | |]
| ☒ | | [added: | | | |] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | [added: | |]
| For the fiscal year ended | | | [added: | | | | | |]
| ☐ | | [added: | | | |] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | [added: | |]
| For the transition period from to | | | [added: | | | | | |]
| Commission file number | | | [added: | | | | | |]
| 1-4423 | | | [added: | | | | | |]
| Delaware | | | [added: | | | | | |] 94-1081436 | [added: | |]
| (State or other jurisdiction of incorporation or organization) | | | [added: | | | | | |] (I.R.S. employer identification no.) | [added: | |]
| 1501 Page Mill Road | | | [added: | | | | | |] 94304 | [added: | |]
| [removed: Palo] [added: Palo] Alto, [added: California] | [removed: California] | | [added: | | | | | |] (Zip code) | [added: | |]
| (Address of principal executive offices) | | | | [added: | | | | | | | |]
[removed: (650) 857-1501][added: (650) 857-1501]
| Title of each class | [added: | |] Trading Symbol(s) | [added: | |] Name of each exchange on which registered | [added: | |]
| Common stock, par value $0.01 per share | [added: | |] HPQ | [added: | |] New York Stock Exchange | [added: | |]
Yes [removed: ☒ No] ☐ [added: No ☒]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 [added: (the “Exchange Act”)] during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T [added: (232.405 of this chapter)] during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
| Large accelerated filer | [added: | |] ☒ | [added: | |] Accelerated filer | [added: | |] ☐ | [added: | |] Non-accelerated filer | [added: | |] ☐ | [added: | |] Smaller reporting company | [added: | |] ☐ | [added: | |] Emerging growth company | [added: | |] ☐ | [added: | |]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the [added: Exchange] Act).
The aggregate market value of the registrant’s common stock held by non-affiliates was [removed: $30,007,738,276] [added: $22,154,410,824] based on the last sale price of common stock on April 30, [removed: 2019.][added: 2020.]
The number of shares of HP Inc. common stock outstanding as of November 30, [removed: 2019] [added: 2020] was [removed: 1,453,187,484] [added: 1,289,636,312] shares.
| DOCUMENTS INCORPORATED BY REFERENCE | | | [added: | | | | | |]
| DOCUMENT DESCRIPTION | | [added: | | | |] 10-K PART | [added: | |]
| Portions of the Registrant’s definitive proxy statement related to its [removed: 2020] [added: 2021] Annual Meeting of Stockholders to be filed pursuant to Regulation 14A within 120 days after Registrant’s fiscal year end of October 31, [removed: 2019] [added: 2020] are incorporated by reference into Part III of this Report. | | [added: | | | |] III | [added: | |]
For the Fiscal Year [removed: ended October] [added: ended October] 31, [removed: 2019][added: 2020]
| | | [added: | | | |] Page | [added: | |]
| | [added: | |] [Forward-Looking [removed: Statements](#sB63F41E6C6015C4895A1CD1F9A294F16)] [added: Statements](#i636c491789244b3cbfd95498c2fc0789_10)] | [removed: [3](#sB63F41E6C6015C4895A1CD1F9A294F16)] | [added: | [3](#i636c491789244b3cbfd95498c2fc0789_10) | | |]
| | [added: | |] PART I | | [added: | | | |]
| Item 1. | [removed: [Business](#s4BC2A5986187526381A5C2214FFBB5D0)] | [removed: [4](#s4BC2A5986187526381A5C2214FFBB5D0)] | [added: [Business](#i636c491789244b3cbfd95498c2fc0789_16) | | | [4](#i636c491789244b3cbfd95498c2fc0789_16) | | |]
| Item 1A. | [added: | |] [Risk [removed: Factors](#s21693DE7050D5E4C9A31042EF0159E80)] [added: Factors](#i636c491789244b3cbfd95498c2fc0789_19)] | [removed: [11](#s21693DE7050D5E4C9A31042EF0159E80)] | [added: | [13](#i636c491789244b3cbfd95498c2fc0789_19) | | |]
| Item 1B. | [added: | |] [Unresolved Staff [removed: Comments](#s8C1E2F13A6E55775AF848C5F79B46CF9)] [added: Comments](#i636c491789244b3cbfd95498c2fc0789_22)] | [removed: [27](#s8C1E2F13A6E55775AF848C5F79B46CF9)] | [added: | [28](#i636c491789244b3cbfd95498c2fc0789_22) | | |]
| Item 2. | [removed: [Properties](#s4AA0520D4DF15A25981AD5D4BF92402F)] | [removed: [27](#s4AA0520D4DF15A25981AD5D4BF92402F)] | [added: [Properties](#i636c491789244b3cbfd95498c2fc0789_25) | | | [28](#i636c491789244b3cbfd95498c2fc0789_25) | | |]
| Item 3. | [added: | |] [Legal [removed: Proceedings](#s5C0D188C343E51DDA2E3673FA0047B22)] [added: Proceedings](#i636c491789244b3cbfd95498c2fc0789_28)] | [removed: [27](#s5C0D188C343E51DDA2E3673FA0047B22)] | [added: | [28](#i636c491789244b3cbfd95498c2fc0789_28) | | |]
| Item 4. | [added: | |] [Mine Safety [removed: Disclosures](#s037AD02C8A7D5753A9D6BC104FD0941B)] [added: Disclosures](#i636c491789244b3cbfd95498c2fc0789_31)] | [removed: [28](#s037AD02C8A7D5753A9D6BC104FD0941B)] | [added: | [29](#i636c491789244b3cbfd95498c2fc0789_31) | | |]
| | [added: | |] PART II | | [added: | | | |]
| Item 5. | [added: | |] [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#s53A7FC84BF9E513586D47E8AE59FAB83)] [added: Securities](#i636c491789244b3cbfd95498c2fc0789_37)] | [removed: [29](#s53A7FC84BF9E513586D47E8AE59FAB83)] | [added: | [30](#i636c491789244b3cbfd95498c2fc0789_37) | | |]
| Item 6. | [added: | |] [Selected Financial [removed: Data](#s3F4B1866DC9951F6A5C18B60304C74F6)] [added: Data](#i636c491789244b3cbfd95498c2fc0789_40)] | [removed: [31](#s3F4B1866DC9951F6A5C18B60304C74F6)] | [added: | [32](#i636c491789244b3cbfd95498c2fc0789_40) | | |]
| Item 7. | [added: | |] [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#sC1AE30429FE1597FA7E42810A58B018E)] [added: Operations](#i636c491789244b3cbfd95498c2fc0789_43)] | [removed: [32](#sC1AE30429FE1597FA7E42810A58B018E)] | [added: | [33](#i636c491789244b3cbfd95498c2fc0789_43) | | |]
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| October 31, 2020 | | | | | | | | |
| Or | | | | | | | | |
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
| | | | | | | | | |
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| --- | --- | --- | --- | --- | --- | --- | --- | --- |
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Forward-looking statements can also generally be identified by words such as “future,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “will,” “would,” “could,” “can,” “may,” and similar terms.
[Table of](#i636c491789244b3cbfd95498c2fc0789_19) [Co](#i636c491789244b3cbfd95498c2fc0789_19)[ntents](#i636c491789244b3cbfd95498c2fc0789_19)
| | | |
| --- | --- | --- |
| October 31, 2019 | | |
| Or | | |
| | | | |
| --- | --- | --- | --- |
| | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
An excerpt. Shown here: 40 of 59 rewritten, all 18 added and all 8 removed. The counts are complete. For every sentence, read Cover and table of contents in the FY2020 filing and the FY2019 filing.
Item 2. Properties.
14 rewritten, 5 added, 8 removed, 10 unchanged
As of October 31, [removed: 2019,] [added: 2020,] we owned or leased approximately [removed: 18.3] [added: 19.0] million square feet of space worldwide, a summary of which is provided below.
| | [added: | |] Fiscal year ended October 31, [removed: 2019] [added: 2020] | | | | | | | | [added: | | | | | | |]
| | [added: | |] Owned | | | [added: | | |] Leased | | | [added: | | |] Total | | [added: |]
| | [added: | |] (square feet in millions) | | | | | | | | [added: | | | | | | |]
| Administration and support | [added: | |] 2.0 | | | [removed: 6.5] | | | [removed: 8.5] [added: 6.4] | | [added: | | | | 8.4 | | |]
| (Percentage) | [added: | |] 24 | [added: |] % | | [added: | |] 76 | [added: |] % | | [added: | |] 100 | [added: |] % |
| Core data centers, manufacturing plants, research and development facilities and warehouse operations | [removed: 2.5] | | [added: 2.6] | [removed: 6.0] | | | [removed: 8.5] | | [added: 6.7 | | | | | | 9.3 | | |]
| (Percentage) | [removed: 29] | [added: | 28 | |] % | | [removed: 71] | [added: | 72 | |] % | | [added: | |] 100 | [added: |] % |
| (Percentage) | [added: | |] 26 | [added: |] % | | [added: | |] 74 | [added: |] % | | [added: | |] 100 | [added: |] % |
[removed: | (1) | Excludes] [added: (1)Excludes] 1.3 million square feet of vacated space, of which [removed: 0.9] [added: 0.8] million square feet is leased to third parties. [removed: |]
| Americas | | [added: | | | |] Europe, Middle East, Africa | | [added: | | | |] Asia Pacific | [added: | |]
| Palo Alto, United States | | [added: | | | |] Geneva, Switzerland | | [added: | | | |] Singapore | [added: | |]
| Americas *United States*—Corvallis, San Diego, Boise, Vancouver, Spring, [added: Fort Collins,] Aguadilla, Puerto Rico | | [added: | | | |] Europe, Middle East, Africa *Israel—*Kiryat-Gat, Rehovot, Netanya *Spain—*Barcelona | [added: | |]
| Asia Pacific *China—*Weihai, Chongqing, Shanghai *India*—Pantnagar, Bangalore *Malaysia—*Penang *Singapore—*Singapore *South Korea—*Suwon *Taiwan—*Taipei | | [added: | | | |] Technology office (HP Labs) *United Kingdom—*Bristol *United States—*Palo Alto | [added: | |]
| | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Total(1) | | | 4.6 | | | | | | 13.1 | | | | | | 17.7 | | |
| | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | |
| Total(1) | 4.5 | | | 12.5 | | | 17.0 | |
| | |
| --- | --- |
| | | | | |
| --- | --- | --- | --- | --- |
| | | |
| --- | --- | --- |
Item 4. Mine Safety Disclosures.
0 rewritten, 1 added, 0 removed, 2 unchanged
[Table of](#i636c491789244b3cbfd95498c2fc0789_37) [Con](#i636c491789244b3cbfd95498c2fc0789_37)[tents](#i636c491789244b3cbfd95498c2fc0789_37)
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
10 rewritten, 17 added, 15 removed, 8 unchanged
As of November 30, [removed: 2019,] [added: 2020,] there were approximately [removed: 57,918] [added: 56,084] stockholders of record.
There were no unregistered sales of equity securities in fiscal year [removed: 2019.][added: 2020.]
| | [added: | |] Total Number of Shares Purchased | | | [removed: Average Price Paid per] [added: | | | Average Price Paid per] Share | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | | [added: | | |] Approximate Dollar Value of Shares that May Yet Be Purchased under the Plans or Programs | | |
| | [added: | |] In thousands, except per share amounts | | | | | | | | | | | | [added: | | | | | |]
| Period | | | | | | | | | | | | | [added: | | | | | | | |]
[removed: This] [added: The Company’s share repurchase] program, which does not have a specific expiration date, authorizes repurchases in the open market or in private transactions.
All share repurchases settled in the fourth quarter of fiscal year [removed: 2019] [added: 2020] were open market transactions.
As of October 31, [removed: 2019,] [added: 2020,] HP had approximately [removed: $6.5] [added: $12.7] billion remaining under [added: the share] repurchase authorizations.
The graph below shows the cumulative total stockholder return assuming the investment of $100 at the market close on October 31, [removed: 2014] [added: 2015] (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 2020 | | | 18,993 | | | | | | $ | 18.18 | | 18,993 | | | | | | $ | 13,673,430 | |
| September 2020 | | | 24,274 | | | | | | $ | 19.08 | | 24,274 | | | | | | $ | 13,210,200 | |
| October 2020 | | | 27,767 | | | | | | $ | 19.11 | | 27,767 | | | | | | $ | 12,679,450 | |
| Total | | | 71,034 | | | | | | | | | 71,034 | | | | | | | | |
On February 22, 2020, HP’s Board of Directors increased HP’s remaining share repurchase authorization to $15.0 billion in total.
HP intends to repurchase shares opportunistically as part of a robust share repurchase program.
HP expects to continue share repurchases at an elevated level of at least $1.0 billion per quarter in the coming quarters, unless higher return opportunities emerge.
[Table of](#i636c491789244b3cbfd95498c2fc0789_37) [Con](#i636c491789244b3cbfd95498c2fc0789_37)[tents](#i636c491789244b3cbfd95498c2fc0789_37)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | 10/15 | | | | | | 10/16 | | | | | | 10/17 | | | | | | 10/18 | | | | | | 10/19 | | | | | | 10/20 | | |
| HP Inc.(1) | | | | | | $ | 100.00 | | | | | $ | 123.10 | | | | | $ | 188.69 | | | | | $ | 216.50 | | | | | $ | 160.83 | | | | | $ | 172.49 | |
| S&P 500 Index | | | | | | $ | 100.00 | | | | | $ | 104.50 | | | | | $ | 129.19 | | | | | $ | 138.66 | | | | | $ | 158.52 | | | | | $ | 173.89 | |
| S&P Information Technology Index | | | | | | $ | 100.00 | | | | | $ | 110.83 | | | | | $ | 154.00 | | | | | $ | 172.95 | | | | | $ | 212.01 | | | | | $ | 285.12 | |
[Table of Co](#i636c491789244b3cbfd95498c2fc0789_40)[ntents](#i636c491789244b3cbfd95498c2fc0789_40)
| | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 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 | | | | | |
On June 19, 2018, HP’s Board of Directors authorized $4.0 billion for future repurchases of its outstanding shares of common stock.
On September 30, 2019, the Board authorized an additional $5.0 billion for future repurchases of its outstanding shares of common stock.
HP intends to use repurchases from time to time to offset the dilution created by shares issued under employee stock plans and to repurchase shares opportunistically.
| | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | 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 | |
Item 6. Selected Financial Data.
21 rewritten, 5 added, 12 removed, 6 unchanged
| | [added: | |] For the fiscal years ended October 31 | | | | | | | | | | | | | | | | | | | [added: | | | | | | | |]
| | [added: | | 2020 | | | | | |] 2019 | | | | [added: | |] 2018 | | | | [removed: 2017] | | [added: 2017] | | [removed: 2016] | | | | [removed: 2015] [added: 2016] | | |
| | [added: | |] In millions, except per share amounts | | | | | | | | | | | | | | | | | | | [added: | | | | | | | |]
| Net revenue | [added: | |] $ | [removed: 58,756] [added: 56,639] | | | [added: | |] $ | [removed: 58,472] [added: 58,756] | | | [added: | |] $ | [removed: 52,056] [added: 58,472] | | | [added: | |] $ | [removed: 48,238] [added: 52,056] | | | [added: | |] $ | [removed: 51,463] [added: 48,238] | |
| Earnings from continuing [removed: operations(1)] [added: operations] | [added: | |] $ | [removed: 3,877] [added: 3,462] | | | [added: | |] $ | [removed: 3,831] [added: 3,877] | | | [added: | |] $ | [removed: 3,368] [added: 3,831] | | | [added: | |] $ | [removed: 3,549] [added: 3,368] | | | [added: | |] $ | [removed: 3,920] [added: 3,549] | |
| Net [removed: (loss) earnings] [added: loss] from discontinued operations net of taxes | [added: | |] $ | — | | | [added: | |] $ | — | | | [added: | |] $ | — | | | [added: | |] $ | [removed: (170] [added: —] | [removed: )] | | [added: | |] $ | [removed: 836] [added: (170)] | |
| Net [removed: earnings(1)] [added: earnings] | [added: | |] $ | [removed: 3,152] [added: 2,844] | | | [added: | |] $ | [removed: 5,327] [added: 3,152] | | | [added: | |] $ | [removed: 2,526] [added: 5,327] | | | [added: | |] $ | [removed: 2,496] [added: 2,526] | | | [added: | |] $ | [removed: 4,554] [added: 2,496] | |
| Net earnings per share: | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | |]
| Basic | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | |]
| Continuing operations | [added: | |] $ | [removed: 2.08] [added: 2.01] | | | [added: | |] $ | [removed: 3.30] [added: 2.08] | | | [added: | |] $ | [removed: 1.50] [added: 3.30] | | | [added: | |] $ | [removed: 1.54] [added: 1.50] | | | [added: | |] $ | [removed: 2.05] [added: 1.54] | |
| Discontinued operations | [added: | |] $ | — | | | [added: | |] $ | — | | | [added: | |] $ | — | | | [added: | |] $ | [removed: (0.10] [added: —] | [removed: )] | | [added: | |] $ | [removed: 0.46] [added: (0.10)] | |
| Total basic net earnings per share | [added: | |] $ | [removed: 2.08] [added: 2.01] | | | [added: | |] $ | [removed: 3.30] [added: 2.08] | | | [added: | |] $ | [removed: 1.50] [added: 3.30] | | | [added: | |] $ | [removed: 1.44] [added: 1.50] | | | [added: | |] $ | [removed: 2.51] [added: 1.44] | |
| Diluted | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | |]
| Continuing operations | [added: | |] $ | [removed: 2.07] [added: 2.00] | | | [added: | |] $ | [removed: 3.26] [added: 2.07] | | | [added: | |] $ | [removed: 1.48] [added: 3.26] | | | [added: | |] $ | [removed: 1.53] [added: 1.48] | | | [added: | |] $ | [removed: 2.02] [added: 1.53] | |
| Discontinued operations | [added: | |] — | | | | [added: | |] — | | | | [added: | |] — | | | | [added: | |] $ | [removed: (0.10] [added: —] | [removed: )] | | [added: | |] $ | [removed: 0.46] [added: (0.10)] | |
| Total diluted net earnings per share | [added: | |] $ | [removed: 2.07] [added: 2.00] | | | [added: | |] $ | [removed: 3.26] [added: 2.07] | | | [added: | |] $ | [removed: 1.48] [added: 3.26] | | | [added: | |] $ | [removed: 1.43] [added: 1.48] | | | [added: | |] $ | [removed: 2.48] [added: 1.43] | |
| Cash dividends declared per share | [added: | |] $ | [removed: 0.64] [added: 0.70] | | | [added: | |] $ | [removed: 0.56] [added: 0.64] | | | [added: | |] $ | [removed: 0.53] [added: 0.56] | | | [added: | |] $ | [removed: 0.50] [added: 0.53] | | | [added: | |] $ | [removed: 0.67] [added: 0.50] | |
| At year-end: | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | |]
| Total [removed: assets(2)] [added: assets] | [added: | |] $ | [removed: 33,467] [added: 34,681] | | | [added: | |] $ | [removed: 34,622] [added: 33,467] | | | [added: | |] $ | [removed: 32,913] [added: 34,622] | | | [added: | |] $ | [removed: 28,987] [added: 32,913] | | | [added: | |] $ | [removed: 106,853] [added: 28,987] | |
| Long-term [removed: debt(3)] [added: debt(1)] | [added: | |] $ | [removed: 4,780] [added: 5,543] | | | [added: | |] $ | [removed: 4,524] [added: 4,780] | | | [added: | |] $ | [removed: 6,747] [added: 4,524] | | | [added: | |] $ | [removed: 6,735] [added: 6,747] | | | [added: | |] $ | [removed: 6,648] [added: 6,735] | |
[removed: | (3) |] The decrease in Long-term 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: |]
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(1) The increase in Long-term debt in fiscal year 2020 was due to issuance of unsecured senior debt of $3.0 billion in aggregate principal amount partially offset by payment of $1.6 billion for the repurchase and redemption of existing notes.
[Table of](#i636c491789244b3cbfd95498c2fc0789_43) [Contents](#i636c491789244b3cbfd95498c2fc0789_43)
| | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | |
| --- | --- |
| (1) | Earnings from continuing operations and net earnings include the following items: |
| | In millions | | | | | | | | | | | | | | | | | | |
| Restructuring and other charges | $ | 275 | | | $ | 132 | | | $ | 362 | | | $ | 205 | | | $ | 63 | |
| Acquisition-related charges | 35 | | | | 123 | | | | 125 | | | | 7 | | | | 1 | | |
| Amortization of intangible assets | 116 | | | | 80 | | | | 1 | | | | 16 | | | | 102 | | |
| Total charges before taxes | $ | 426 | | | $ | 335 | | | $ | 488 | | | $ | 228 | | | $ | 166 | |
| Total charges, net of taxes | $ | 334 | | | $ | 258 | | | $ | 362 | | | $ | 161 | | | $ | 137 | |
| (2) | Total assets for fiscal year 2015 include the total assets of Hewlett Packard Enterprise. |
Item 8. Financial Statements and Supplementary Data.
879 rewritten, 672 added, 325 removed, 869 unchanged
| | [added: | |] Page | [added: | |]
| [Reports of Independent Registered Public Accounting [removed: Firm](#s943163CA474650CCB8D5344A9E869F13)] [added: Firm](#i636c491789244b3cbfd95498c2fc0789_85)] | [removed: [51](#s943163CA474650CCB8D5344A9E869F13)] | [added: | [53](#i636c491789244b3cbfd95498c2fc0789_85) | | |]
| [Management's Report on Internal Control Over Financial [removed: Reporting](#s781332326FA75520A711231659985DD8)] [added: Reporting](#i636c491789244b3cbfd95498c2fc0789_91)] | [removed: [55](#s781332326FA75520A711231659985DD8)] | [added: | [57](#i636c491789244b3cbfd95498c2fc0789_91) | | |]
| [Consolidated Statements of [removed: Earnings](#sE511ECCB386F55F3B17630A3E3BAA641)] [added: Earnings](#i636c491789244b3cbfd95498c2fc0789_94)] | [removed: [56](#sE511ECCB386F55F3B17630A3E3BAA641)] | [added: | [58](#i636c491789244b3cbfd95498c2fc0789_94) | | |]
| [Consolidated Statements of Comprehensive [removed: Income](#s686BF4FC517B50DDB7D7763EEF3F26CD)] [added: Income](#i636c491789244b3cbfd95498c2fc0789_97)] | [removed: [57](#s686BF4FC517B50DDB7D7763EEF3F26CD)] | [added: | [59](#i636c491789244b3cbfd95498c2fc0789_97) | | |]
| [removed: [Consolidated] [added: Reflected in Consolidated] Balance [removed: Sheets](#s8E3F71E39E18570BBD21F2B208842A0B)] [added: Sheets:] | [removed: [58](#s8E3F71E39E18570BBD21F2B208842A0B)] | [added: | | | | | | | | | | | | | | | | | | | | | |]
| [Consolidated Statements of Cash [removed: Flows](#s3BF7904C6CE15289B0AF828672BC0757)] [added: Flows](#i636c491789244b3cbfd95498c2fc0789_106)] | [removed: [59](#s3BF7904C6CE15289B0AF828672BC0757)] | [added: | [61](#i636c491789244b3cbfd95498c2fc0789_106) | | |]
| [Consolidated Statements of Stockholders’ [removed: Deficit](#sF89D1EBCDF0256CDA797F8AA0D1E2A06)] [added: Deficit](#i636c491789244b3cbfd95498c2fc0789_109)] | [removed: [60](#sF89D1EBCDF0256CDA797F8AA0D1E2A06)] | [added: | [62](#i636c491789244b3cbfd95498c2fc0789_109) | | |]
[removed: | [Notes] [added: Notes] to Consolidated Financial [removed: Statements](#sAC95A1FF5E1E5EC38BCC0BB28120FB8E) | [61](#sAC95A1FF5E1E5EC38BCC0BB28120FB8E) |][added: Statements (Continued)]
| [Note 1: Summary of Significant Accounting [removed: Policies](#s25F4F4DBFD165DA6B17BEC1ABDD3975E)] [added: Policies](#i636c491789244b3cbfd95498c2fc0789_118)] | [removed: [61](#s25F4F4DBFD165DA6B17BEC1ABDD3975E)] | [added: | [63](#i636c491789244b3cbfd95498c2fc0789_118) | | |]
| [Note 2: Segment [removed: Information](#s7517815AE4545F92A269BDC65B8ACBB5)] [added: Information](#i636c491789244b3cbfd95498c2fc0789_124)] | [removed: [70](#s7517815AE4545F92A269BDC65B8ACBB5)] | [added: | [70](#i636c491789244b3cbfd95498c2fc0789_124) | | |]
| [Note 3: Restructuring and Other [removed: Charges](#s6C66AC1973A65F50B404702A4E86332D)] [added: Charges](#i636c491789244b3cbfd95498c2fc0789_127)] | [removed: [74](#s6C66AC1973A65F50B404702A4E86332D)] | [added: | [74](#i636c491789244b3cbfd95498c2fc0789_127) | | |]
| [Note 4: Retirement and Post-Retirement Benefit [removed: Plans](#sA024E835F3CD5BB88707DC2F9D4C9399)] [added: Plans](#i636c491789244b3cbfd95498c2fc0789_130)] | [removed: [75](#sA024E835F3CD5BB88707DC2F9D4C9399)] | [added: | [75](#i636c491789244b3cbfd95498c2fc0789_130) | | |]
| [Note 5: Stock-Based [removed: Compensation](#sDEF1653F065552628777152126F92FC7)] [added: Compensation](#i636c491789244b3cbfd95498c2fc0789_136)] | [removed: [83](#sDEF1653F065552628777152126F92FC7)] | [added: | [83](#i636c491789244b3cbfd95498c2fc0789_136) | | |]
| [Note 6: Taxes on [removed: Earnings](#s8892D93D35F45502B9A2BB8363CF6616)] [added: Earnings](#i636c491789244b3cbfd95498c2fc0789_142)] | [removed: [86](#s8892D93D35F45502B9A2BB8363CF6616)] | [added: | [86](#i636c491789244b3cbfd95498c2fc0789_142) | | |]
| [Note 7: Supplementary Financial [removed: Information](#sBE94A223DF5758D8809747644EEE9E5D)] [added: Information](#i636c491789244b3cbfd95498c2fc0789_145)] | [removed: [90](#sBE94A223DF5758D8809747644EEE9E5D)] | [added: | [90](#i636c491789244b3cbfd95498c2fc0789_145) | | |]
| [Note 8: Goodwill and Intangible [removed: Assets](#s8B4DD478FABC5D7BB9D7236795B2404C)] [added: Assets](#i636c491789244b3cbfd95498c2fc0789_151)] | [removed: [94](#s8B4DD478FABC5D7BB9D7236795B2404C)] | [added: | [94](#i636c491789244b3cbfd95498c2fc0789_151) | | |]
| [Note 9: Fair [removed: Value](#sE44872C2AF125594850BAEF2BCC75EBF)] [added: Value](#i636c491789244b3cbfd95498c2fc0789_157)] | [removed: [95](#sE44872C2AF125594850BAEF2BCC75EBF)] | [added: | [96](#i636c491789244b3cbfd95498c2fc0789_157) | | |]
[removed: | [Note] [added: Note] 10: Financial [removed: Instruments](#s2A70955A0CA656E0BD61D6A334126D0D) | [98](#s2A70955A0CA656E0BD61D6A334126D0D) |][added: Instruments (Continued)]
| [removed: [Note 12:] Stockholders’ [removed: Deficit](#s39B1DA19D2595CFD869892F2E6EF45D6)] [added: deficit:] | [removed: [103](#s39B1DA19D2595CFD869892F2E6EF45D6)] | [added: | | | | | | | | | |]
| [removed: [Note 13:] Net [removed: Earnings Per Share](#sF612567045865A408F67A894DF0AD05B)] [added: earnings per share:] | [removed: [106](#sF612567045865A408F67A894DF0AD05B)] | [added: | | | | | | | | | | | | | | | |]
[removed: | [Note] [added: Note] 14: Litigation and [removed: Contingencies](#s4C0FF7CAE36C5F09B420D6FE4EBC96D5) | [107](#s4C0FF7CAE36C5F09B420D6FE4EBC96D5) |][added: Contingencies (Continued)]
| [Note 15: Guarantees, Indemnifications and [removed: Warranties](#s3C80FF3A960C5A3E9EC302E6949D9838)] [added: Warranties](#i636c491789244b3cbfd95498c2fc0789_181)] | [removed: [111](#s3C80FF3A960C5A3E9EC302E6949D9838)] | [added: | [114](#i636c491789244b3cbfd95498c2fc0789_181) | | |]
[removed: | [Note 17: Acquisitions](#s898AD85BB01E53D4834BF3E8F8BF9E92) | [113](#s9AE9A20473485B4C9EC05A6A4CD309B2) |][added: Note 18: Acquisitions]
We have audited the accompanying consolidated balance sheets of HP Inc. and subsidiaries (the Company) as of October 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] the related consolidated statements of earnings, comprehensive income, stockholders' deficit and cash flows for each of the three years in the period ended October 31, [removed: 2019,] [added: 2020,] 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: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] and the results of its operations and its cash flows for each of the three years in the period ended October 31, [removed: 2019,] [added: 2020,] 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: 2019,] [added: 2020,] 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: 12, 2019] [added: 10, 2020] expressed an unqualified opinion thereon.
As discussed in Note 1 to the consolidated financial statements, the Company changed its method for recognizing revenue [removed: as a result of] [added: in 2019 due to] the adoption of Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers (Topic 606), and the amendments effective November 1, 2018 [removed: under] [added: and its method of accounting for leases in 2020 due to] the [removed: modified retrospective method.][added: adoption of Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842) effective November 1, 2019.]
| Income Taxes | | [added: | | | |]
| *Description of the Matter* | [added: | |] As described in Notes 1 and 6 of the consolidated financial statements, the Company is subject to income taxes in the United States and [removed: approximately 58] [added: several] 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. | [added: | |]
| *How We Addressed the Matter in Our Audit* | [added: | |] 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 [removed: laws.] [added: laws and the Company’s positions examined by taxing authorities.] 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. | [added: | |]
| Revenue Recognition | | [added: | | | |]
| *Description of the Matter* | [added: | |] 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. [removed: 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 [removed: 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. | [added: | |]
| *How We Addressed the Matter in Our Audit* | [added: | |] We tested relevant controls over the identified risks related to the Company’s [removed: 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, [removed: 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. | [added: | |]
We have audited HP Inc. and subsidiaries’ internal control over financial reporting as of October 31, [removed: 2019,] [added: 2020,] based on criteria established in Internal [removed: Control-Integrated] [added: 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: 2019,] [added: 2020,] 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: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] the related consolidated statements of earnings, comprehensive income, stockholders' deficit and cash flows for each of the three years in the period ended October 31, [removed: 2019,] [added: 2020,] and the related notes and our report dated December [removed: 12, 2019] [added: 10, 2020] expressed an unqualified opinion thereon.
HP’s management assessed the effectiveness of HP’s internal control over financial reporting as of October 31, [removed: 2019,] [added: 2020,] utilizing the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013 framework).
Based on the assessment by HP’s management, we determined that HP’s internal control over financial reporting was effective as of October 31, [removed: 2019.][added: 2020.]
The effectiveness of HP’s internal control over financial reporting as of October 31, [removed: 2019] [added: 2020] has been audited by Ernst & Young LLP, HP’s independent registered public accounting firm, as stated in their report which appears on page [removed: 54] [added: 56] of this Annual Report on Form 10-K.
| | | | | | |
| --- | --- | --- | --- | --- | --- |
| | | | | | |
| [Notes to Consolidated Financial Statements](#i636c491789244b3cbfd95498c2fc0789_115) | | | [63](#i636c491789244b3cbfd95498c2fc0789_115) | | |
| [Note 10: Financial Instruments](#i636c491789244b3cbfd95498c2fc0789_160) | | | [98](#i636c491789244b3cbfd95498c2fc0789_160) | | |
| [Note 11: Borrowings](#i636c491789244b3cbfd95498c2fc0789_166) | | | [103](#i636c491789244b3cbfd95498c2fc0789_166) | | |
| [Note 13: Net Earnings Per Share](#i636c491789244b3cbfd95498c2fc0789_175) | | | [107](#i636c491789244b3cbfd95498c2fc0789_175) | | |
| [Note 14: Litigation and Contingencies](#i636c491789244b3cbfd95498c2fc0789_178) | | | [108](#i636c491789244b3cbfd95498c2fc0789_178) | | |
| [Note 16: Commitments](#i636c491789244b3cbfd95498c2fc0789_184) | | | [115](#i636c491789244b3cbfd95498c2fc0789_184) | | |
| [Note 17: Leases](#i636c491789244b3cbfd95498c2fc0789_2163) | | | [116](#i636c491789244b3cbfd95498c2fc0789_2163) | | |
| [Quarterly Summary](#i636c491789244b3cbfd95498c2fc0789_193) | | | [119](#i636c491789244b3cbfd95498c2fc0789_193) | | |
| | | | | | |
[Table of](#i636c491789244b3cbfd95498c2fc0789_79) [Contents](#i636c491789244b3cbfd95498c2fc0789_79)
[Table of](#i636c491789244b3cbfd95498c2fc0789_79) [Contents](#i636c491789244b3cbfd95498c2fc0789_79)
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| --- | --- | --- | --- | --- | --- |
[Table of](#i636c491789244b3cbfd95498c2fc0789_79) [Contents](#i636c491789244b3cbfd95498c2fc0789_79)
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| --- | --- | --- | --- | --- | --- |
December 10, 2020
[Table of](#i636c491789244b3cbfd95498c2fc0789_79) [Contents](#i636c491789244b3cbfd95498c2fc0789_79)
December 10, 2020
[Table of](#i636c491789244b3cbfd95498c2fc0789_79) [Contents](#i636c491789244b3cbfd95498c2fc0789_79)
| /s/ ENRIQUE LORES | | | | | | /s/ MARIE MYERS | | |
[Table of](#i636c491789244b3cbfd95498c2fc0789_79) [Contents](#i636c491789244b3cbfd95498c2fc0789_79)
[Table of](#i636c491789244b3cbfd95498c2fc0789_79) [Contents](#i636c491789244b3cbfd95498c2fc0789_79)
| | | | 2 | | | | | | 4 | | | | | | (8) | | |
| | | | 269 | | | | | | (218) | | | | | | 62 | | |
[Table of](#i636c491789244b3cbfd95498c2fc0789_79) [Contents](#i636c491789244b3cbfd95498c2fc0789_79)
| | | | 2020 | | | | | | 2019 | | |
[Table of](#i636c491789244b3cbfd95498c2fc0789_79) [Contents](#i636c491789244b3cbfd95498c2fc0789_79)
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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Defined benefit plan settlement charges | | | 214 | | | | | | — | | | | | | — | | |
| Net investment in leases | | | (152) | | | | | | — | | | | | | — | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
[Table of](#i636c491789244b3cbfd95498c2fc0789_79) [Contents](#i636c491789244b3cbfd95498c2fc0789_79)
| Net earnings | | | | | | | | | | | | | | | | | | | | | 2,844 | | | | | | | | | | | | 2,844 | | |
| | |
| --- | --- |
| [Note 11: Borrowings](#s30BB5C1C9AD85C5E9152D994FFD2DCE8) | [102](#s30BB5C1C9AD85C5E9152D994FFD2DCE8) |
| [Note 16: Commitments](#s9AE9A20473485B4C9EC05A6A4CD309B2) | [113](#s9AE9A20473485B4C9EC05A6A4CD309B2) |
| [Quarterly Summary](#sF5C03FF95C8D5FB786229CB16235EED3) | [115](#sF5C03FF95C8D5FB786229CB16235EED3) |
See below for discussion of our related critical audit matter.
December 12, 2019
| | | |
| --- | --- | --- |
| /s/ ENRIQUE LORES | | /s/ STEVE FIELER |
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | 4 | | | | (8 | | ) | | 4 | | |
| | (218 | | ) | | 62 | | | | 532 | | |
| | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Total stockholders’ deficit | (1,193 | | ) | | (639 | | ) |
| | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Balance October 31, 2016 | 1,712,091 | | | $ | 17 | | | $ | 1,030 | | | $ | (3,498 | ) | | $ | (1,438 | ) | | $ | (3,889 | ) |
| Repurchases of common stock | (81,043 | ) | | (1 | | ) | | (926 | | ) | | (520 | | ) | | | | | | (1,447 | | ) |
Effective at the beginning of its first quarter of fiscal year 2019, HP implemented an organizational change to align its business unit financial reporting more closely with its current business structure.
HP reflected this change to its business unit information in prior reporting periods on an as-if basis.
The reporting change had no impact to previously reported segment net revenue, consolidated net revenue, earnings from operations, net earnings or net EPS.
HP has reclassified certain prior-year amounts to conform to the current-year presentation as a result of the adoption of Accounting Standards Update (“ASU”) 2017-07, “Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost”.
This adoption had no impact on previously reported consolidated net revenue, net earnings or net EPS.
In February 2018, the FASB issued guidance, which eliminates the stranded tax effects in other comprehensive income resulting from the TCJA.
Because the amendments only relate to the reclassification of the income tax effects of the TCJA, the underlying guidance that requires that the effect of a change in tax laws or rates be included in income from operations is not affected.
The implementation of this guidance resulted in a $69 million reclassification from accumulated other comprehensive loss to accumulated deficit.
In March 2017, the Financial Accounting Standards Board (“FASB”) issued guidance, which addresses the improvement of the presentation of net periodic pension and net periodic post-retirement benefit cost.
The guidance requires entities to present the service cost component of net periodic benefit cost in the same income statement line item as other compensation costs arising from services rendered during the period.
Additionally, the guidance requires that companies present the other components of the net periodic benefit cost separately from the line item that includes service cost and any other subtotal of income from operations.
The amendments in this guidance are to be applied retrospectively for presentation in the Consolidated Statements of Earnings.
A practical expedient allows companies to use the amount disclosed in its pension and other post-retirement plan note for the prior comparative periods as the estimation basis for applying the retrospective presentation
requirements.
HP adopted this guidance in the first quarter of fiscal year 2019 and elected to use the practical expedient.
The adoption of this guidance has no impact on net earnings.
The reclassification resulted in an increase in total cost and expenses and a reduction in interest and other, net of $233 million for the twelve months ended October 31, 2018.
In November 2016, the FASB issued guidance, which addresses the presentation of restricted cash in the statement of cash flows.
The guidance requires entities to present the changes in the total of cash, cash equivalents, restricted cash, and restricted cash equivalents in the statement of cash flows.
An excerpt. Shown here: 40 of 879 rewritten, 40 of 672 added and 40 of 325 removed. The counts are complete. For every sentence, read Item 8. Financial Statements and Supplementary Data. in the FY2020 filing and the FY2019 filing.
Item 9A. Controls and Procedures.
1 rewritten, 2 added, 0 removed, 4 unchanged
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: 2019] [added: 2020] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
We do not believe there has been any material impact to our internal controls over financial reporting notwithstanding that most of our employees are working remotely due to the COVID-19 pandemic.
We continue to monitor and assess the COVID-19 situation on our internal controls to address any potential impact on their design and operating effectiveness.
Item 9B. Other Information.
0 rewritten, 2 added, 13 removed, 1 unchanged
None.
[Table of](#i636c491789244b3cbfd95498c2fc0789_208) [Cont](#i636c491789244b3cbfd95498c2fc0789_208)[ents](#i636c491789244b3cbfd95498c2fc0789_208)
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).
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.
Item 10. Directors, Executive Officers and Corporate Governance.
4 rewritten, 0 added, 2 removed, 1 unchanged
The following information is included in HP’s Proxy Statement related to its [removed: 2019] [added: 2020] Annual Meeting of Stockholders to be filed within 120 days after HP’s fiscal year end of October 31, [removed: 2019] [added: 2020] (the “Proxy Statement”) and is incorporated herein by reference:
[removed: | • |] [added: -] Information regarding directors of HP who are standing for reelection and any persons nominated to become directors of HP is set forth under “Corporate [removed: Governance—Management] [added: Governance and Board of Directors—Management] Proposal No. 1 Election of Directors.” [removed: |]
[removed: | • |] [added: -] Information regarding HP’s Audit Committee and designated “audit committee financial experts” is set forth under “Corporate [removed: Governance—Management] [added: Governance and Board of Directors—Management] Proposal No. 1 Election of [removed: Directors—Audit] [added: Directors—How We Are Organized—Audit] Committee.” [removed: |]
[removed: | • |] [added: -] 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 [removed: Governance—Management] [added: Governance and Board of Directors—Management] Proposal No. 1 Election of [removed: Directors—Code] [added: Directors—How We Govern and Are Governed—Code] of Conduct” and information on HP’s Corporate Governance Guidelines is set forth under [removed: “—Director] [added: “—How We Are Selected—Director] Nominees and Director Nominees’ Experience and Qualifications” and [removed: “—Director] [added: “—How We Govern and Are Governed—Director] Independence.” [removed: |]
| | |
| --- | --- |
Item 11. Executive Compensation.
3 rewritten, 0 added, 2 removed, 1 unchanged
[removed: | • |] [added: -] Information regarding HP’s compensation of its named executive officers is set forth under “Executive Compensation.” [removed: |]
[removed: | • |] [added: -] Information regarding HP’s compensation of its directors is set forth under “Corporate [removed: Governance—Management] [added: Governance and Board of Directors—Management] Proposal No. 1 Election of [removed: Directors—Director] [added: Directors—How We Are Compensated—Director] Compensation and Stock Ownership Guidelines.” [removed: |]
[removed: | • |] [added: -] The report of HP’s HR and Compensation Committee is set forth under “Executive Compensation—Management Proposal No. 3 Advisory Vote to Approve Executive Compensation—HR and Compensation Committee Report on Executive Compensation.” [removed: |]
| | |
| --- | --- |
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
2 rewritten, 0 added, 2 removed, 1 unchanged
[removed: | • |] [added: -] Information regarding security ownership of certain beneficial owners, directors and executive officers is set forth under “Ownership of Our Stock—Common Stock Ownership of Certain Beneficial Owners and Management.” [removed: |]
[removed: | • |] [added: -] Information regarding HP’s equity compensation plans, including both stockholder approved plans and non-stockholder approved plans, is set forth in the section entitled “Executive Compensation—Management Proposal No. 3 Advisory Vote to Approve Executive Compensation—Equity Compensation Plan Information.” [removed: |]
| | |
| --- | --- |
Item 13. Certain Relationships and Related Transactions, and Director Independence.
2 rewritten, 1 added, 2 removed, 1 unchanged
[removed: | • |] [added: -] Information regarding transactions with related persons is set forth under “Corporate [removed: Governance—Management] [added: Governance and Board of Directors—Management] Proposal No. 1 Election of [removed: Directors—Fiscal 2019] [added: Directors—Related-Person Transactions Policies and Procedures—Fiscal 2020] Related-Person Transactions.” [removed: |]
[removed: | • |] [added: -] Information regarding director independence is set forth under “Corporate [removed: Governance—Management] [added: Governance and Board of Directors—Management] Proposal No. 1 Election of [removed: Directors—Director] [added: Directors—How We Govern and Are Governed—Director] Independence.” [removed: |]
[Table of Cont](#i636c491789244b3cbfd95498c2fc0789_220)[ents](#i636c491789244b3cbfd95498c2fc0789_220)
| | |
| --- | --- |
Item 14. Principal Accounting Fees and Services.
0 rewritten, 1 added, 0 removed, 2 unchanged
[Table of Cont](#i636c491789244b3cbfd95498c2fc0789_226)[ents](#i636c491789244b3cbfd95498c2fc0789_226)
Item 15. Exhibits and Financial Statement Schedules.
113 rewritten, 52 added, 48 removed, 9 unchanged
[removed: | (a) | The] [added: (a)The] following documents are filed as part of this report: [removed: |]
| [Reports of Independent Registered Public Accounting [removed: Firm](#s943163CA474650CCB8D5344A9E869F13)] [added: Firm](#i636c491789244b3cbfd95498c2fc0789_85)] | [removed: [51](#s943163CA474650CCB8D5344A9E869F13)] | [added: | [53](#i636c491789244b3cbfd95498c2fc0789_85) | | |]
| [Management's Report on Internal Control Over Financial [removed: Reporting](#s781332326FA75520A711231659985DD8)] [added: Reporting](#i636c491789244b3cbfd95498c2fc0789_91)] | [removed: [55](#s781332326FA75520A711231659985DD8)] | [added: | [57](#i636c491789244b3cbfd95498c2fc0789_91) | | |]
| [Consolidated Statements of [removed: Earnings](#sE511ECCB386F55F3B17630A3E3BAA641)] [added: Earnings](#i636c491789244b3cbfd95498c2fc0789_94)] | [removed: [56](#sE511ECCB386F55F3B17630A3E3BAA641)] | [added: | [58](#i636c491789244b3cbfd95498c2fc0789_94) | | |]
| [Consolidated Statements of Comprehensive [removed: Income](#s686BF4FC517B50DDB7D7763EEF3F26CD)] [added: Income](#i636c491789244b3cbfd95498c2fc0789_97)] | [removed: [57](#s686BF4FC517B50DDB7D7763EEF3F26CD)] | [added: | [59](#i636c491789244b3cbfd95498c2fc0789_97) | | |]
| [Consolidated Balance [removed: Sheets](#s8E3F71E39E18570BBD21F2B208842A0B)] [added: Sheets](#i636c491789244b3cbfd95498c2fc0789_100)] | [removed: [58](#s8E3F71E39E18570BBD21F2B208842A0B)] | [added: | [60](#i636c491789244b3cbfd95498c2fc0789_100) | | |]
| [Consolidated Statements of Cash [removed: Flows](#s3BF7904C6CE15289B0AF828672BC0757)] [added: Flows](#i636c491789244b3cbfd95498c2fc0789_106)] | [removed: [59](#s3BF7904C6CE15289B0AF828672BC0757)] | [added: | [61](#i636c491789244b3cbfd95498c2fc0789_106) | | |]
| [Consolidated Statements of Stockholders' [removed: (Deficit) Equity](#sF89D1EBCDF0256CDA797F8AA0D1E2A06)] [added: Deficit](#i636c491789244b3cbfd95498c2fc0789_109)] | [removed: [60](#sF89D1EBCDF0256CDA797F8AA0D1E2A06)] | [added: | [62](#i636c491789244b3cbfd95498c2fc0789_109) | | |]
| [Notes to Consolidated Financial [removed: Statements](#sAC95A1FF5E1E5EC38BCC0BB28120FB8E)] [added: Statements](#i636c491789244b3cbfd95498c2fc0789_115)] | [removed: [61](#sAC95A1FF5E1E5EC38BCC0BB28120FB8E)] | [added: | [63](#i636c491789244b3cbfd95498c2fc0789_115) | | |]
[removed: | 2. | Financial] [added: 2.Financial] Statement Schedules: [removed: |]
| [removed: Exhibit Number] [added: Exhibit Number] | | | | [added: | | | | | | | |] Incorporated by Reference | | | | | | | [added: | | | | | | | | | | | | | |]
| Exhibit Description | | [added: | | | |] Form | | [added: | | | |] File No. | | [added: | | | |] Exhibit(s) | | [added: | | | |] Filing Date | | | [added: | | | | | |]
| 2(a) | | [added: | | | |] [Separation and Distribution Agreement, dated as of October 31, 2015, by and among Hewlett-Packard Company, Hewlett Packard Enterprise Company and the Other Parties Thereto.](http://www.sec.gov/Archives/edgar/data/47217/000119312515368382/d86365dex21.htm) | | [added: | | | |] 8-K | | [added: | | | |] 001-04423 | | [added: | | | |] 2.1 | | [added: | | | |] November 5, 2015 | [added: | |]
| 2(b) | | [added: | | | |] [Transition Services Agreement, dated as of November 1, 2015, by and between Hewlett-Packard Company and Hewlett Packard Enterprise Company.](http://www.sec.gov/Archives/edgar/data/47217/000119312515368382/d86365dex22.htm) | | [added: | | | |] 8-K | | [added: | | | |] 001-04423 | | [added: | | | |] 2.2 | | [added: | | | |] November 5, 2015 | [added: | |]
| 2(d) | | [added: | | | |] [Employee Matters Agreement, dated as of October 31, 2015, by and between Hewlett-Packard Company and Hewlett Packard Enterprise Company.](http://www.sec.gov/Archives/edgar/data/47217/000119312515368382/d86365dex24.htm) | | [added: | | | |] 8-K | | [added: | | | |] 001-04423 | | [added: | | | |] 2.4 | | [added: | | | |] November 5, 2015 | [added: | |]
| 3(a) | | [added: | | | |] [Registrant’s Certificate of Incorporation](http://www.sec.gov/Archives/edgar/data/47217/0000047217-98-000019-index.html). | | [added: | | | |] 10-Q | | [added: | | | |] 001-04423 | | [added: | | | |] 3(a) | | [added: | | | |] June 12, 1998 | [added: | |]
| 3(b) | | [added: | | | |] [Registrant’s Amendment to the Certificate of Incorporation.](http://www.sec.gov/Archives/edgar/data/47217/000091205701007696/a2040165zex-3_b.txt) | | [added: | | | |] 10-Q | | [added: | | | |] 001-04423 | | [added: | | | |] 3(b) | | [added: | | | |] March 16, 2001 | [added: | |]
| 3(c) | | [added: | | | |] [Registrant’s Certificate of Amendment to the Certificate of Incorporation.](http://www.sec.gov/Archives/edgar/data/47217/000119312515350839/d84170dex32.htm) | | [added: | | | |] 8-K | | [added: | | | |] 001-04423 | | [added: | | | |] 3.2 | | [added: | | | |] October 22, 2015 | [added: | |]
| 3(d) | | [added: | | | |] [Registrant’s Certificate of Amendment to the Certificate of Incorporation.](http://www.sec.gov/Archives/edgar/data/47217/000004721716000068/ex3-1_42016.htm) | | [added: | | | |] 8-K | | [added: | | | |] 001-04423 | | [added: | | | |] 3.1 | | [added: | | | |] April 7, 2016 | [added: | |]
| 3(e) | | [added: | | | |] [Registrant’s Amended and Restated [removed: Bylaws.](http://www.sec.gov/Archives/edgar/data/47217/000119312517236541/d415193dex31.htm)] [added: Bylaws.](https://www.sec.gov/Archives/edgar/data/47217/000004721719000006/amendedandrestatedbylawscl.htm)] | | [added: | | | |] 8-K | | [added: | | | |] 001-04423 | | [added: | | | |] 3.1 | | [added: | | | |] February [removed: 7,] [added: 13,] 2019 | [added: | |]
| 4(a) | | [added: | | | |] [Form of Senior Indenture](http://www.sec.gov/Archives/edgar/data/47217/000004721716000095/ex41.htm) | | [added: | | | |] S-3 | | [added: | | | |] 333-215116 | | [added: | | | |] 4.1 | | [added: | | | |] December 15, 2016 | [added: | |]
| 4(b) | | [added: | | | |] [Form of Subordinated Indenture.](http://www.sec.gov/Archives/edgar/data/47217/000004721716000095/ex42.htm) | | [added: | | | |] S-3 | | [added: | | | |] 333-21516 | | [added: | | | |] 4.2 | | [added: | | | |] December 15, 2016 | [added: | |]
| 4(c) | | [removed: [Form] [added: | | | | Form] of Registrant’s 3.750% Global Note due December 1, 2020 and form of related Officers’ [removed: Certificate.](http://www.sec.gov/Archives/edgar/data/47217/000110465910060931/a10-22326_1ex4d2.htm)] [added: Certificate.] | | [added: | | | |] 8-K | | [added: | | | |] 001-04423 | | [removed: 4.2] [added: | | | | [4.2](https://www.sec.gov/Archives/edgar/data/47217/000110465910060931/a10-22326_1ex4d2.htm)] and [removed: 4.3] [added: [4.3](https://www.sec.gov/Archives/edgar/data/47217/000110465910060931/a10-22326_1ex4d3.htm)] | | [added: | | | |] December 2, 2010 | [added: | |]
| 4(d) | | [added: | | | |] Form of Registrant’s 4.300% Global Note due June 1, 2021 and form of related Officers’ Certificate. | | [added: | | | |] 8-K | | [added: | | | |] 001-04423 | | [added: | | | |] [4.5](http://www.sec.gov/Archives/edgar/data/47217/000110465911032677/a11-13596_1ex4d5.htm) and [4.6](http://www.sec.gov/Archives/edgar/data/47217/000110465911032677/a11-13596_1ex4d6.htm) | | [added: | | | |] June 1, 2011 | [added: | |]
| 4(e) | | [added: | | | |] Form of Registrant’s 4.375% Global Note due September 15, 2021 and 6.000% Global Note due September 15, 2041 and form of related Officers’ Certificate. | | [added: | | | |] 8-K | | [added: | | | |] 001-04423 | | [added: | | | |] [4.4](http://www.sec.gov/Archives/edgar/data/47217/000119312511250713/d233385dex44.htm), [4.5](http://www.sec.gov/Archives/edgar/data/47217/000119312511250713/d233385dex45.htm) and [4.6](http://www.sec.gov/Archives/edgar/data/47217/000119312511250713/d233385dex46.htm) | | [added: | | | |] September 19, 2011 | [added: | |]
| 4(f) | | [added: | | | |] Form of Registrant’s 4.650% Global Note due December 9, 2021 and related Officers’ Certificate. | | [added: | | | |] 8-K | | [added: | | | |] 001-04423 | | [added: | | | |] [4.3](http://www.sec.gov/Archives/edgar/data/47217/000110465911068991/a11-31142_7ex4d3.htm) and [4.4](http://www.sec.gov/Archives/edgar/data/47217/000110465911068991/a11-31142_7ex4d4.htm) | | [added: | | | |] December 12, 2011 | [added: | |]
| 4(g) | | [added: | | | |] Form of Registrant’s 4.050% Global Note due September 15, 2022 and related Officers’ Certificate. | | [added: | | | |] 8-K | | [added: | | | |] 001-04423 | | [added: | | | |] [4.2](http://www.sec.gov/Archives/edgar/data/47217/000110465912017553/a12-6434_6ex4d2.htm) and [4.3](http://www.sec.gov/Archives/edgar/data/47217/000110465912017553/a12-6434_6ex4d3.htm) | | [added: | | | |] March 12, 2012 | [added: | |]
| 4(h) | | [added: | | | |] [Specimen certificate for the Registrant’s common [removed: stock.](http://www.sec.gov/Archives/edgar/data/47217/000004721706000102/form8-k_0606.htm)] [added: stock.](https://www.sec.gov/Archives/edgar/data/47217/000004721706000101/ex4-1_0606.htm)] | | [removed: 8-K/A] | | [added: | | 8-A/A | | | | | |] 001-04423 | | [added: | | | |] 4.1 | | [added: | | | |] June 23, 2006 | [added: | |]
| 4(i) | | [added: | | | |] [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) | | [added: | | | |] 10-Q | | [added: | | | |] 001-04423 | | [added: | | | |] 4(j) | | [added: | | | |] June 5, 2018 | [added: | |]
| 4(j) | | [added: | | | |] [Description of HP Inc.’s [removed: securities.†](https://www.sec.gov/Archives/edgar/data/47217/000004721719000071/hp-103119xex4j.htm)] [added: securities.](https://www.sec.gov/Archives/edgar/data/47217/000004721719000071/hp-103119xex4j.htm)] | | | | | | [added: 10-K] | | | [added: | | | 001-04423 | | | | | | 4(j) | | | | | | December 12, 2019 | | |]
| 10(a) | | [added: | | | |] [Registrant’s 2004 Stock Incentive Plan.*](http://www.sec.gov/Archives/edgar/data/47217/000004721704000016/ex4-1_031804.htm) | | [added: | | | |] S-8 | | [added: | | | |] 333-114253 | | [added: | | | |] 4.1 | | [added: | | | |] April 7, 2004 | [added: | |]
| 10(b) | | [added: | | | |] [Registrant’s Excess Benefit Retirement Plan, amended and restated as of January 1, 2006.*](http://www.sec.gov/Archives/edgar/data/47217/000110465906062392/a06-20056_1ex10d2.htm) | | [added: | | | |] 8-K | | [added: | | | |] 001-04423 | | [added: | | | |] 10.2 | | [added: | | | |] September 21, 2006 | [added: | |]
| 10(c) | | [added: | | | |] [Hewlett-Packard Company Cash Account Restoration Plan, amended and restated as of January 1, 2005.*](http://www.sec.gov/Archives/edgar/data/47217/000110465905057353/a05-20651_1ex99d3.htm) | | [added: | | | |] 8-K | | [added: | | | |] 001-04423 | | [added: | | | |] 99.3 | | [added: | | | |] November 23, 2005 | [added: | |]
| 10(d) | | [added: | | | |] [Registrant’s 2005 Pay-for-Results Plan, as amended.*](http://www.sec.gov/Archives/edgar/data/47217/000104746911010094/a2206500zex-10_h.htm) | | [added: | | | |] 10-K | | [added: | | | |] 001-04423 | | [added: | | | |] 10(h) | | [added: | | | |] December 14, 2011 | [added: | |]
| 10(e) | | [added: | | | |] [Registrant’s Executive Severance Agreement.*](http://www.sec.gov/Archives/edgar/data/47217/000091205702024138/a2081435zex-10_uu.htm) | | [added: | | | |] 10-Q | | [added: | | | |] 001-04423 | | [added: | | | |] 10(u)(u) | | [added: | | | |] June 13, 2002 | [added: | |]
| 10(f) | | [added: | | | |] [Registrant’s Executive Officers Severance Agreement.*](http://www.sec.gov/Archives/edgar/data/47217/000091205702024138/a2081435zex-10_vv.htm) | | [added: | | | |] 10-Q | | [added: | | | |] 001-04423 | | [added: | | | |] 10(v)(v) | | [added: | | | |] June 13, 2002 | [added: | |]
| 10(g) | | [added: | | | |] [Form letter regarding severance offset for restricted stock and restricted units.*](http://www.sec.gov/Archives/edgar/data/47217/000110465905012259/a05-5396_1ex10d2.htm) | | [added: | | | |] 8-K | | [added: | | | |] 001-04423 | | [added: | | | |] 10.2 | | [added: | | | |] March 22, 2005 | [added: | |]
| 10(h) | | [added: | | | |] [Form of Agreement Regarding Confidential Information and Proprietary Developments (California).*](http://www.sec.gov/Archives/edgar/data/47217/000110465908004386/a08-3596_1ex10d2.htm) | | [added: | | | |] 8-K | | [added: | | | |] 001-04423 | | [added: | | | |] 10.2 | | [added: | | | |] January 24, 2008 | [added: | |]
| 10(i) | | [added: | | | |] [Form of Agreement Regarding Confidential Information and Proprietary Developments (Texas).*](http://www.sec.gov/Archives/edgar/data/47217/000104746908002445/a2183022zex-10_oo.htm) | | [added: | | | |] 10-Q | | [added: | | | |] 001-04423 | | [added: | | | |] 10(o)(o) | | [added: | | | |] March 10, 2008 | [added: | |]
| 10(j) | | [added: | | | |] [Form of Stock Option Agreement for Registrant’s 2004 Stock Incentive Plan.*](http://www.sec.gov/Archives/edgar/data/47217/000104746908002445/a2183022zex-10_pp.htm) | | [added: | | | |] 10-Q | | [added: | | | |] 001-04423 | | [added: | | | |] 10(p)(p) | | [added: | | | |] March 10, 2008 | [added: | |]
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| [Quarterly Summary](#i636c491789244b3cbfd95498c2fc0789_193) | | | [119](#i636c491789244b3cbfd95498c2fc0789_193) | | |
[Table of Cont](#i636c491789244b3cbfd95498c2fc0789_226)[ents](#i636c491789244b3cbfd95498c2fc0789_226)
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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
[Table of Cont](#i636c491789244b3cbfd95498c2fc0789_226)[ents](#i636c491789244b3cbfd95498c2fc0789_226)
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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 3(f) | | | | | | [Certificate of Designations of Series A Junior Participating Preferred Stock of HP Inc.](https://www.sec.gov/Archives/edgar/data/47217/000093041320000467/c95307_ex3-1.htm) | | | | | | 8-K | | | | | | 001-04423 | | | | | | 3.1 | | | | | | February 20, 2020 | | |
| 4(k) | | | | | | [Rights Agreement, dated as of February 20, 2020, between HP Inc. and Equiniti Trust Company, as rights agent, which includes the form of Right Certificate as Exhibit B and the Summary of Rights to Purchase Preferred Shares as Exhibit C.](https://www.sec.gov/Archives/edgar/data/47217/000093041320000467/c95307_ex4-1.htm) | | | | | | 8-K | | | | | | 001-04423 | | | | | | 4.1 | | | | | | February 20, 2020 | | |
| 4(l) | | | | | | [First Amendment to Rights Agreement, dated as of June 25, 2020, between HP Inc. and Equiniti Trust Company, as rights agent.](https://www.sec.gov/Archives/edgar/data/47217/000114036120014890/nc10013143x1_ex4-1.htm) | | | | | | 8-K | | | | | | 001-04423 | | | | | | 4.1 | | | | | | June 26, 2020 | | |
| 4(m) | | | | | | [Indenture, dated as of June 17, 2020, between HP Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee.](https://www.sec.gov/Archives/edgar/data/47217/000114036120014091/nc10012855x1_ex4-1.htm) | | | | | | 8-K | | | | | | 001-04423 | | | | | | 4.1 | | | | | | June 17, 2020 | | |
| 4(n) | | | | | | Form of 2.200% notes due 2025 and related Officers’ Certificate. | | | | | | 8-K | | | | | | 001-04423 | | | | | | [4.2](https://www.sec.gov/Archives/edgar/data/47217/000114036120014091/nc10012855x1_ex4-2.htm) and [4.5](https://www.sec.gov/Archives/edgar/data/47217/000114036120014091/nc10012855x1_ex4-5.htm) | | | | | | June 17, 2020 | | |
| 4(o) | | | | | | Form of 3.000% notes due 2027 and related Officers’ Certificate. | | | | | | 8-K | | | | | | 001-04423 | | | | | | [4.3](https://www.sec.gov/Archives/edgar/data/47217/000114036120014091/nc10012855x1_ex4-3.htm) and [4.5](https://www.sec.gov/Archives/edgar/data/47217/000114036120014091/nc10012855x1_ex4-5.htm) | | | | | | June 17, 2020 | | |
| 4(p) | | | | | | Form of 3.400% notes due 2030 and related Officers’ Certificate. | | | | | | 8-K | | | | | | 001-04423 | | | | | | [4.4](https://www.sec.gov/Archives/edgar/data/47217/000114036120014091/nc10012855x1_ex4-4.htm) and [4.5](https://www.sec.gov/Archives/edgar/data/47217/000114036120014091/nc10012855x1_ex4-5.htm) | | | | | | June 17, 2020 | | |
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[Table of Cont](#i636c491789244b3cbfd95498c2fc0789_226)[ents](#i636c491789244b3cbfd95498c2fc0789_226)
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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
[Table of Cont](#i636c491789244b3cbfd95498c2fc0789_226)[ents](#i636c491789244b3cbfd95498c2fc0789_226)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Exhibit Number | | | | | | | | | | | | Incorporated by Reference | | | | | | | | | | | | | | | | | | | | |
[Table of Cont](#i636c491789244b3cbfd95498c2fc0789_226)[ents](#i636c491789244b3cbfd95498c2fc0789_226)
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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Exhibit Number | | | | | | | | | | | | Incorporated by Reference | | | | | | | | | | | | | | | | | | | | |
| | | | Exhibit Description | | | | | | Form | | | | | | File No. | | | | | | Exhibit(s) | | | | | | Filing Date | | | | | |
[Table of Cont](#i636c491789244b3cbfd95498c2fc0789_226)[ents](#i636c491789244b3cbfd95498c2fc0789_226)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Exhibit Number | | | | | | | | | | | | Incorporated by Reference | | | | | | | | | | | | | | | | | | | | |
| | | | Exhibit Description | | | | | | Form | | | | | | File No. | | | | | | Exhibit(s) | | | | | | Filing Date | | | | | |
| 10(o)(o)(o) | | | | | | [Form of Grant Agreement for grants of stock options for directors (for use from January 15, 2020).*](https://www.sec.gov/Archives/edgar/data/47217/000004721720000006/exhibit10mmm.htm) | | | | | | 10-Q | | | | | | 001-04423 | | | | | | 10(m)(m)(m) | | | | | | March 5, 2020 | | |
| 10(p)(p)(p) | | | | | | [Form of Grant Agreement for grants of restricted stock units for directors (for use from January 15, 2020).*](https://www.sec.gov/Archives/edgar/data/47217/000004721720000006/exhibit10nnn.htm) | | | | | | 10-Q | | | | | | 001-04423 | | | | | | 10(n)(n)(n) | | | | | | March 5, 2020 | | |
| 10(q)(q)(q) | | | | | | [Form of Retention Grant Agreement for grants of restricted stock units (for use from November 1, 2019).*](https://www.sec.gov/Archives/edgar/data/47217/000004721720000006/exhibit10ooo.htm) | | | | | | 10-Q | | | | | | 001-04423 | | | | | | 10(o)(o)(o) | | | | | | March 5, 2020 | | |
| | |
| --- | --- |
| [Quarterly Summary](#sF5C03FF95C8D5FB786229CB16235EED3) | [115](#sF5C03FF95C8D5FB786229CB16235EED3) |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | | |
| --- | --- | --- |
| Date: December 12, 2019 | HP INC. | |
| | By: | /s/ STEVE FIELER |
| | | Steve Fieler *Chief Financial Officer* |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Steve Fieler, Kim Rivera and Ruairidh Ross, or any of them, his or her attorneys-in-fact, for such person in any and all capacities, to sign any amendments to this report and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that either of said attorneys-in-fact, or substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| | | | | |
| --- | --- | --- | --- | --- |
| Signature | | Title(s) | | Date |
| /s/ ENRIQUE LORES | | President and Chief Executive Officer and Director (Principal Executive Officer) | | December 12, 2019 |
| Enrique Lores | | | | |
| /s/ STEVE FIELER | | Chief Financial Officer (Principal Financial Officer) | | December 12, 2019 |
| Steve Fieler | | | | |
| /s/ CLAIRE BRAMLEY | | Global Controller (Principal Accounting Officer) | | December 12, 2019 |
| Claire Bramley | | | | |
| /s/ AIDA ALVAREZ | | Director | | December 12, 2019 |
| Aida Alvarez | | | | |
| /s/ SHUMEET BANERJI | | Director | | December 12, 2019 |
| Shumeet Banerji | | | | |
| /s/ ROBERT R. BENNETT | | Director | | December 12, 2019 |
| Robert R. Bennett | | | | |
| /s/ CHARLES V. BERGH | | Director | | December 12, 2019 |
| Charles V. Bergh | | | | |
| /s/ STACY BROWN-PHILPOT | | Director | | December 12, 2019 |
| Stacy Brown-Philpot | | | | |
| /s/ STEPHANIE BURNS | | Director | | December 12, 2019 |
| Stephanie Burns | | | | |
| /s/ MARY ANNE CITRINO | | Director | | December 12, 2019 |
| Mary Anne Citrino | | | | |
An excerpt. Shown here: 40 of 113 rewritten, 40 of 52 added and 40 of 48 removed. The counts are complete. For every sentence, read Item 15. Exhibits and Financial Statement Schedules. in the FY2020 filing and the FY2019 filing.
Item 16. Form 10-K Summary
0 rewritten, 62 added, 0 removed, 1 unchanged
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Date: December 10, 2020 | | | HP INC. | | | | | |
| | | | By: | | | /s/ MARIE MYERS | | |
| | | | | | | Marie Myers *Acting Chief Financial Officer* | | |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Marie Myers, Kim Rivera and Ruairidh Ross, or any of them, his or her attorneys-in-fact, for such person in any and all capacities, to sign any amendments to this report and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that either of said attorneys-in-fact, or substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Signature | | | | | | Title(s) | | | | | | Date | | |
| /s/ ENRIQUE LORES | | | | | | President and Chief Executive Officer and Director (Principal Executive Officer) | | | | | | December 10, 2020 | | |
| Enrique Lores | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| /s/ MARIE MYERS | | | | | | Acting Chief Financial Officer (Principal Financial Officer) | | | | | | December 10, 2020 | | |
| Marie Myers | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| /s/ CLAIRE BRAMLEY | | | | | | Global Controller (Principal Accounting Officer) | | | | | | December 10, 2020 | | |
| Claire Bramley | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| /s/ AIDA ALVAREZ | | | | | | Director | | | | | | December 10, 2020 | | |
| Aida Alvarez | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| /s/ SHUMEET BANERJI | | | | | | Director | | | | | | December 10, 2020 | | |
| Shumeet Banerji | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| /s/ ROBERT R. BENNETT | | | | | | Director | | | | | | December 10, 2020 | | |
| Robert R. Bennett | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| /s/ CHARLES V. BERGH | | | | | | Director | | | | | | December 10, 2020 | | |
| Charles V. Bergh | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| /s/ STACY BROWN-PHILPOT | | | | | | Director | | | | | | December 10, 2020 | | |
| Stacy Brown-Philpot | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
An excerpt. Shown here: all 0 rewritten, 40 of 62 added and all 0 removed. The counts are complete. For every sentence, read Item 16. Form 10-K Summary in the FY2020 filing and the FY2019 filing.