HP (HPQ) 10-K risk factor changes: FY2021 vs FY2020
The 2021-10-31 10-K against the 2020-10-31 one, compared heading by heading and sentence by sentence.
Item 1A189 rewritten75 added93 removed170 unchanged
All filing items1,258 rewritten546 added733 removed2,170 unchanged
Summary
counted, not written
- Item 1A lists 32 risk factor headings: 5 new, 6 reworded and 21 unchanged since FY2020. 5 headings from FY2020 no longer appear.
- Sentence by sentence, 546 added, 733 removed, 1,258 rewritten and 2,170 unchanged across 20 items that differ.
- New this year: Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections..
New Item 1A headings (5)
- We are heavily dependent on third-party suppliers and supply chain issues have adversely affected, and could continue to adversely affect, our financial results.
- Our operating results have historically varied and may not be indicative of future results.
- We may not be able to execute acquisitions, divestitures and other significant transactions successfully.
- Climate change may have a long-term impact on our business.
- We cannot guarantee that our share repurchase program will be fully consummated or that it will enhance long-term stockholder value.
Removed Item 1A headings (5)
- If we are unsuccessful at addressing our business challenges, our business and results of operations may be adversely affected and our ability to invest in and grow our business could be limited.
- The net revenue and profitability of our operations have historically varied, which makes our future financial results less predictable.
- We depend on third-party suppliers, and our financial results could suffer if we fail to manage our suppliers effectively.
- Any failure by us to identify, manage and complete acquisitions, divestitures and other significant transactions successfully could harm our financial results, business and prospects.
- Our business could be negatively impacted as a result of actions by activist stockholders or others.
Reworded Item 1A headings (6)
- Our business, results of operations and financial condition have been, and could continue to be,
[removed: adversely]affected by the COVID-19 pandemic. - If we cannot successfully execute our strategy and continue to develop, manufacture and market innovative
[removed: products][added: products, services] and[removed: services,][added: solutions,] our business and financial performance may suffer. - Our financial performance may suffer if we cannot
[removed: continue to]develop, [added: obtain,] license or enforce the intellectual property rights on which our businesses depend. - Our
[removed: level of indebtedness and related]debt[removed: service]obligations could adversely affect our business and financial condition. - Failure to comply with our customer [added: and partner] contracts or government contracting regulations could adversely affect our business and financial performance.
[removed: Unanticipated changes][added: Changes] in our tax provisions, [added: adverse tax audits,] the adoption of new tax[removed: legislation][added: legislation,] or exposure to additional tax liabilities could[removed: affect][added: have a material impact on] our financial performance.
A heading is new when no FY2020 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
23 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2021; struck-through words were in FY2020. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors.
189 rewritten, 75 added, 93 removed, 170 unchanged
Our business, results of operations and financial condition have been, and could continue to be, [removed: 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 [removed: substantial] curtailment of business activities (including [removed: the decrease] [added: changes] in demand for a broad variety of goods and services), weakened economic conditions, [removed: supply chain disruptions, significant] [added: disruptions in supply, manufacturing and logistics,] economic uncertainty and volatility in the financial markets, both in the United States and abroad.
The COVID-19 [removed: pandemic is adversely impacting,] [added: pandemic, including its resurgence in key markets, has impacted,] and [removed: is expected to continue to] [added: could] 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 [removed: businesses] [added: businesses, the shift to a hybrid work environment,] and as people moved to [removed: spending] [added: spend] 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 [removed: remotely,] [added: remotely or adopting new workplace models,] we expect decreased sales of products for in-office consumption in some markets and [removed: channels.][added: channels compared to pre-pandemic levels.]
While this decrease in demand [added: for certain products] has been partially offset by increased sales of [removed: certain] [added: other] products for in-home [removed: consumption,] [added: consumption compared to pre-pandemic levels,] we are unable to predict for how long or to what extent this [removed: increase] [added: elevated level of sales of products for in-home consumption] will continue.
This has further adversely impacted our results of operations and we expect it [removed: to] [added: may] continue to have a negative impact on our results of operations.
[removed: Additionally, we] [added: We] have experienced temporary factory closures and other [removed: supply chain] disruptions [added: in supply, manufacturing and logistics] as a result of COVID-19, and we may continue to experience such disruptions.
For example, our manufacturing sites, including [added: those] in [removed: China and Southeast] Asia, as well as those of our suppliers and outsourcing partners, were adversely impacted [removed: by COVID-19] as a result of quarantines, facility closures, and travel and logistics [removed: restrictions.][added: challenges.]
These disruptions [removed: in Asia] [added: have] resulted [added: and may continue to result] in [removed: temporary] supply shortages [removed: that affected] [added: and delays impacting] 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 [removed: operations] [added: operations, cash flows] and 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, [removed: closing] [added: limiting access to] facilities and offices, [removed: and] implementing [removed: work-from-home] [added: remote work and flexible work] policies [added: and implementing a vaccine policy] for employees.
In particular, our remote work [removed: arrangements, coupled with stay-at-home orders and quarantines,] [added: arrangements] 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.
[removed: The ultimate impact of COVID-19 on our operations] and [removed: 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.
We also face an increased risk of litigation and governmental and regulatory scrutiny as a result of the effects of [added: COVID-19 on economic and market conditions.]
[removed: 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.
If our products, services, support and cost structure do not enable us to compete successfully, our results of operations, cash flows and business prospects could be [removed: harmed.][added: affected.]
As a result, we may invest less in certain areas of our business than our competitors, and our competitors may have greater financial, technical and marketing resources available [removed: to] [added: for] their products and services compared to the resources allocated to our competing products and [removed: services.][added: services or greater economies of scale, which could in turn result in our inability to maintain market leadership in certain of our products, such as commercial PCs and notebooks.]
If we are unable to effectively manage these complicated relationships with alliance partners, our business and [added: financial] results [removed: of operations] could be adversely affected.
We [added: have faced and may continue to] face aggressive price competition and may have to [removed: continue lowering] [added: lower] the prices of many of our products and services to stay competitive, while at the same time trying to maintain or improve our revenue and gross margin.
Because our business model is based on providing innovative and high-quality [removed: products,] [added: products and services,] we may spend a proportionately greater [removed: amount] [added: percentage] of our revenues on research and development than some of our competitors.
In addition, if our pricing and other facets of our offerings are not sufficiently competitive, or if there is [removed: a] negative reception to our product decisions, we may lose market share in certain areas, which could adversely affect our financial performance and business prospects.
Even if we are able to maintain or increase market share for a particular product, the financial performance of that product could decline because the product is in a maturing industry or market segment or contains technology that is becoming [removed: obsolete.]
Financial performance could also decline due to increased competition from other types of [removed: products.][added: products, services or solutions.]
Customers are increasingly using online and omnichannel [added: retailers,] resellers and distributors to purchase our products.
These [added: retailers,] resellers and distributors often sell our products alongside competing products, including non-original [removed: print] supplies, or they may highlight the availability of lower cost non-original supplies.
If we cannot successfully execute our strategy and continue to develop, manufacture and market innovative [removed: products] [added: products, services] and [removed: services,] [added: solutions,] our business and financial performance may suffer.
Any failure to successfully execute [removed: this] [added: our] strategy, including any failure to invest sufficiently [added: (or prioritize research and development)] in strategic growth areas, [added: accurately predict technological or business trends and control costs of research and development,] could adversely affect [added: adoption of] our [added: products, services and solutions and our] business, results of operations, cash flows and financial condition.
Moreover, the process of developing new high-technology [removed: products and] [added: products,] services and [added: solutions and] enhancing existing [removed: products and] [added: products,] services [added: and solutions] is complex, costly and uncertain, and any failure by us to anticipate [added: or respond to] customers’ changing needs [added: (or the timing of those needs)] and emerging technological trends accurately could [removed: significantly harm] [added: affect] our market share, cash flows, results of operations and financial condition.
To execute our strategy, we [removed: must] [added: must, among other things,] optimize our cost structure, make long-term investments, develop or acquire and appropriately protect intellectual property, [removed: and] commit significant research and development and other [removed: resources before knowing whether] [added: resources, evolve] our [removed: predictions will accurately reflect customer] [added: go-to-market strategy and Printing business model to meet changing market dynamics, forces and] demand [removed: for our products] [added: as well as innovate, develop] and [removed: services.][added: execute on evolutionary strategies in a rapidly changing and increasingly hybrid environment, seize on disruptive opportunities and effectively respond to secular trends and shifts in customer preferences.]
Even if we successfully develop new products and technologies, future products and [removed: technologies] [added: technologies, including those created by our competitors,] may eventually supplant ours if we are unable to keep pace with technological advances and end-user requirements and preferences and timely [removed: enhance] [added: enhancement of] our existing products and technologies or develop new ones.
After we develop a product, we must be able to [added: quickly] manufacture appropriate volumes [removed: quickly] while also managing costs and preserving or improving margins.
To accomplish this, we must accurately forecast volumes, mixes of products and configurations that meet customer requirements, and we may not succeed [removed: at] [added: in] doing so within a given product’s lifecycle or at all.
Moreover, new products and services may not be profitable, and even if they are profitable, [added: the] operating margins [removed: for some new products and businesses] may not be as high as the [removed: margins we have experienced historically] [added: historical] or [removed: that we had expected.][added: anticipated margins.]
In the course of conducting our business, we must address quality and security issues associated with our products and services, including [added: potential] defects in our engineering, design and manufacturing processes, unsatisfactory performance under service contracts, and unsatisfactory performance or malicious acts by third-party contractors or [removed: subcontractors or their employees.][added: subcontractors.]
However, the products and services that we offer are complex, and our regular testing and quality control efforts may not be completely effective in controlling or detecting all quality and security issues or errors, particularly with respect to [added: undiscovered] defects or security vulnerabilities in components manufactured by third parties.
We have and may again in the future write off some or all of the value of [removed: defective] [added: non-performing] inventory.
In the event of security vulnerabilities or other issues with [removed: third-][added: third-party components, we may have to rely on third parties to provide mitigation such as firmware updates.]
Furthermore, these mitigation techniques may be ineffective or may result in adverse performance, system instability and data loss or [removed: corruption.][added: corruption, and are not always available on a timely or cost effective basis, or at all.]
If new or existing customers have difficulty operating our products or are dissatisfied with our services, our results of operations and cash flows could be adversely affected, and we [added: have faced and] could [added: potentially continue to] face [removed: possible] [added: legal] claims if we fail to meet our customers’ expectations.
Additionally, as the market continues to shift to hybrid, our financial performance will depend in part on our ability to remain competitive in products designed for hybrid consumption.
Additionally, as the COVID-19 pandemic continues and new variants of the virus emerge, we are seeing a resurgence of the pandemic in certain key markets.
In addition, complying with various customer or government vaccine, masking or testing requirements, could result in increased competition for skilled talent, and could adversely impact our ability to deliver services to our customers, which could in turn adversely impact our results of operations or financial performance.
The ultimate impact of COVID-19 on our operations and financial performance depends on many factors that are not within our control, including: the duration, scope and severity of the pandemic, including the impact of variants and resurgences; the development, availability and public acceptance of effective treatments or vaccines; governmental, business
We are heavily dependent on third-party suppliers and supply chain issues have adversely affected, and could continue to adversely affect, our financial results.
We are operating in a supply-constrained environment and are facing, and may continue to face, component shortages, logistics challenges and manufacturing disruptions that impact our revenues and profitability.
In addition, our operations depend on our ability to anticipate and our suppliers’ ability to fulfill, our needs for sufficient quantities of key components, products and services (including sourcing matched sets).
Furthermore, certain of our suppliers and Outsourced Manufacturers (“OMs”) may decide to discontinue business with us or limit the allocation of products to us, which could result in our inability to fill our supply needs, jeopardizing our ability to fulfill our contractual obligations, which could in turn, result in a decrease in sales and profitability, contract penalties or terminations, and damage to customer relationships.
For example, there is currently a market shortage of integrated circuits and panels and other component supply which has affected, and could continue to affect, lead times, the cost of that supply, and our ability to meet customer demand for our products if we cannot secure sufficient supply in a timely manner or on terms that are acceptable.
unable to pass on price increases to our customers due to such component shortages or delays.
In addition, in order to secure components, we may accept contractual terms and conditions that are less favorable to us.
- *Working conditions, human rights and materials* *sourcing*.
These provisions include supplier audits, reporting of smelters, human rights due diligence, wood fiber certification and GHG emissions, water and waste data.
Our strategy is to strengthen our core businesses, innovate and develop new products, services and solutions, expand into adjacencies, and grow organically and inorganically.
As the market continues to shift to hybrid, our financial performance will depend in part on our ability to remain competitive in offerings geared towards hybrid consumption.
In addition, our ability to successfully offer our products, services and solutions in this rapidly evolving market requires an effective planning, forecasting, and management process to enable us to effectively calibrate and adjust our business and business models in response to fluctuating market opportunities and conditions.
We could also be adversely affected if we have not appropriately prioritized and balanced our initiatives or if we are unable to effectively manage change throughout our organization.
For example, we may adjust production levels in response to demand fluctuations and in order to improve the alignment of our resources to business conditions.
As a result, we could fail to maintain market leadership in certain of our products, such as commercial PCs and notebooks, and any of our products and technologies may be rendered uneconomical or obsolete.
In addition, we are expanding into new disruptive and competitive businesses, such as services.
obsolete.
For example, non-original supplies (including imitation, refill or remanufactured alternatives), which are often available at lower prices, compete with our Printing Supplies business and we may not be able to prevent the use of imitation print supplies with our printers using technological protection measures.
Our operating results have historically varied and may not be indicative of future results.
These factors could also make it difficult to accurately forecast revenues and operating results and could negatively affect our ability to provide accurate forecasts to suppliers and manufacturers, manage our relationships and other expenses and to make decisions about future investments.
the summer months.
However, historical seasonal patterns may not continue in the future and such patterns have been and may continue to be impacted by increasing supply constraints, shifts in customer behavior and the evolving impacts of the COVID-19 pandemic.
We may not be able to execute acquisitions, divestitures and other significant transactions successfully.
Implementation of any restructuring plan may be costly and disruptive to our business, and we may not be
We currently plan to invest a portion of the savings from our 2020 restructuring plan across our businesses, including investing to build our digital capabilities.
In addition, we may choose to not apply for patent protection or may fail to apply for patent protection in a timely fashion.
Even if we believe that IP claims are without merit, they can be
Some European countries are expected to implement legislation to introduce or extend existing levy schemes to digital devices.
As a result of the COVID-19 pandemic, remote work and remote access to our systems has increased significantly, which also increases our cybersecurity attack surface.
We have also seen an increase in cyberattack volume, frequency, and sophistication driven by the global enablement of remote workforces.
Our products and services are potentially vulnerable to additional known or unknown threats.
A breach could also damage our brand and reputation or otherwise harm our business, and could result in government enforcement actions, litigation and potential liability for us.
If we reduce, modify or eliminate our equity programs or fail to grant equity competitively or equitably or if the anticipated value of equity-based incentive awards do not materialize or equity-based compensation otherwise ceases to be viewed as a valuable benefit, we may have difficulty attracting and retaining top talent.
There may also be a risk that we will be unable to achieve our diversity, equity and inclusion objectives, which could adversely impact our workplace culture and our ability to hire and retain talent, as well damage our reputation with stockholders, customers and other stakeholders.
Moreover, as social and economic conditions evolve due to the COVID-19 pandemic, current and prospective employees may seek new or different opportunities based on factors such as benefits, mobility and flexibility that are different from what we offer, making it difficult to attract and retain talent.
Certain provisions in our certificate of incorporation and bylaws and the Delaware General Corporation Law may discourage, delay or prevent changes of control of HP judged as undesirable by our Board of Directors.
As of the end of fiscal year 2020, our factories have returned to largely normalized levels.
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.
[Table of](#i636c491789244b3cbfd95498c2fc0789_19) [Co](#i636c491789244b3cbfd95498c2fc0789_19)[ntents](#i636c491789244b3cbfd95498c2fc0789_19)
COVID-19 on economic and market conditions.
If we are unsuccessful at addressing our business challenges, our business and results of operations may be adversely affected and our ability to invest in and grow our business could be limited.
Our business faces many challenges we must address.
One set of challenges relates to dynamic and accelerating market trends, which may include declines in the markets in which we operate.
For example, a competitive pricing environment and weakened market in certain geographies with associated customer pricing sensitivity has presented market challenges in Printing.
A second set of challenges relates to changes in the competitive landscape.
Our primary competitors are exerting increased competitive pressure in targeted areas and are entering new markets; our emerging competitors are introducing new technologies and business models; and our alliance partners in some businesses are increasingly becoming our competitors in others.
A third set of challenges relates to business model changes and our go-to-market execution.
For example, we may fail to develop innovative products and services, maintain the manufacturing quality of our products, manage our global, multi-tier distribution network, limit potential misuse of pricing programs by our channel partners, 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.
In addition, we currently face, and may face in the future, an unpredictable macroeconomic environment, which may exacerbate these challenges.
If we do not succeed in our efforts to mitigate 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.
For example, non-original supplies (including imitation, refill or remanufactured alternatives) for some of our LaserJet toner and InkJet cartridges compete with our Printing Supplies business.
Our strategy is focused on leveraging our existing portfolio of products and services to meet the demands of a changing technological landscape and to offset certain areas of industry decline.
To successfully execute this strategy, we must emphasize the aspects of our core business where demand remains strong, identify and capitalize on natural areas of growth, innovate and develop new products and services that will enable us to expand beyond our existing technology categories and adapt to new and changing marketplaces for our products.
For example, our go-to-market strategy, including online, omnichannel and contractual sales, needs to evolve with market dynamics, forces and demand.
In fiscal year 2020, we created a single commercial organization led by a newly-created chief commercial officer role.
If we cannot innovate, develop and execute evolutionary strategies in this changing 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 accurately predict technological and business trends, control research and development costs or execute our strategy could harm our business and financial performance.
Our research and development initiatives or other investments may not be successful in whole or in part, including research and development projects which we have prioritized with respect to funding and/or personnel, and our customers may not adopt our new business models.
Our competitors may also create products that replace ours.
As a result, any of our products and technologies may be rendered obsolete or uneconomical.
party components, we may have to rely on third parties to provide mitigation such as firmware updates.
The net revenue and profitability of our operations have historically varied, which makes our future financial results less predictable.
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.
We depend on third-party suppliers, and our financial results could suffer if we fail to manage our suppliers effectively.
Furthermore, certain of our suppliers may decide to discontinue business with us.
We may
In addition, our OMs and suppliers may decide to discontinue business with us.
We have been exposed to 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.
- *Working conditions, human rights and materials sourcing.* We work with our suppliers to improve their labor practices, working conditions, and respect for human rights, 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 a socially and environmentally responsible and ethical way.
If we have excess or obsolete inventory, we may have to reduce our prices and write down inventory.
launches.
Typically, our fourth fiscal quarter is our strongest by revenues.
Any failure by us to identify, manage and complete acquisitions, divestitures and other significant transactions successfully could harm our financial results, business and prospects.
- Managing these transactions requires varying levels of management resources, which may divert our attention from other business operations.
- Any increased or unexpected costs, unanticipated delays or failures to meet contractual obligations could make these transactions less profitable than anticipated or unprofitable.
An excerpt. Shown here: 40 of 189 rewritten, 40 of 75 added and 40 of 93 removed. The counts are complete. For every sentence, read Item 1A. Risk Factors. in the FY2021 filing and the FY2020 filing.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
146 rewritten, 85 added, 144 removed, 303 unchanged
The Personal Systems segment offers commercial and consumer desktop and notebook PCs, workstations, thin clients, commercial mobility devices, retail POS systems, displays and [removed: other related accessories,] [added: peripherals,] software, support, and services.
The Printing segment provides consumer and commercial printer hardware, supplies, solutions and [removed: services, as well as scanning devices.][added: services.]
We are focused on services, including Device as a Service, as the market begins to shift to contractual [removed: solutions.][added: solutions, and accelerating in attractive adjacencies such as peripherals.]
We believe that we are well positioned due to our competitive product [removed: lineup.][added: lineup along with our recent acquisitions in peripherals and remote-computing solutions.]
- In Printing, our strategic focus is on [added: offering] contractual solutions to serve consumers, SMBs and large enterprises through our Instant Ink [removed: Services] [added: Services, HP+] and Managed Print Services [removed: (“MPS”) offerings,] [added: solutions,] providing digital printing solutions for graphics segments and applications including commercial publishing, labels, packaging and [removed: textiles;] [added: textiles] as well as expanding our footprint in [removed: the] 3D printing across digital manufacturing and strategic applications.
- In Personal Systems, we face challenges with industry component availability [added: which we expect to continue to negatively impact our ability to meet demand at least in the short-term,] and a competitive [removed: pricing] environment.
We also obtain many Printing components from single [removed: sources] [added: source] due to technology, availability, price, quality or other considerations.
We also continue to work on optimizing our sales coverage models, aligning our sales incentives with our strategic goals, improving channel execution and [removed: inventory] [added: inventory, production and backlog] management, strengthening our capabilities in our areas of strategic focus, strengthening our pricing discipline, and developing and capitalizing on market opportunities.
[removed: Specifically, in] [added: In] October 2019, we announced cost-reduction and operational efficiency initiatives intended to simplify the way we work, move closer to our customers and facilitate specific investment in our business.
These efforts included transforming our operating model to integrate our sales force into a single commercial organization and reducing structural costs across the Company through our restructuring plan approved in September 2019 (the [removed: “Fiscal 2020 Plan”).]
We [added: have invested and] expect to invest some of the savings from these efforts across our businesses, including investing to [added: build our digital capabilities.]
[removed: - Demand.] [added: The business impact of the] COVID-19 [added: pandemic] has created new and different demand dynamics in the market.
The full extent of the impact of the COVID-19 pandemic on our business, results of operations, cash flows and financial position [removed: is currently uncertain and] will depend on many factors that are not within our control, including, but not limited to: the [added: severity,] duration and scope of the [removed: pandemic;] [added: pandemic, including] the [added: impact of coronavirus mutations and resurgences; the] effectiveness of actions taken to contain or mitigate the pandemic and prevent or limit any reoccurrence; [added: the development, availability and public acceptance of effective treatments or vaccines;] governmental, business and individuals’ actions that have been and continue to be taken in response to the pandemic; general economic uncertainty in key 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.
[removed: See] [added: For a further discussion of trends, uncertainties and other factors that could impact our operating results, see] the section entitled “Risk Factors” in Item 1A [added: of Part I] in this Annual Report on Form [removed: 10-K for further information about related risks and uncertainties.][added: 10-K.]
Unsolicited Exchange [removed: Offer][added: Offer in Fiscal Year 2020]
Xerox had also previously nominated candidates for election to HP’s Board of [removed: Directors at HP’s 2020 annual meeting of stockholders.]
In order to respond to Xerox’s actions, HP incurred certain costs during the [added: fiscal] year ended October 31, 2020.
As of October 31, [removed: 2020,] [added: 2021,] the impact of COVID-19 on our business continued to unfold.
[removed: We reduce the transaction price at the time of revenue recognition for customer and] distributor programs and incentive offerings, rebates, promotions, other volume-based incentives and expected returns.
This may change the pattern and timing of revenue recognition for identical arrangements executed in future periods but will not change the total [added: revenue recognized for any given arrangement.]
For the recognition of net periodic benefit [added: (credit)] 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.
[removed: 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 [added: (credit)] cost for fiscal year [removed: 2020:][added: 2021:]
| Discount rate | | | $ | [removed: 6] [added: 7] | |
| Expected long-term return on plan assets | | | $ | [removed: 33] [added: 30] | |
We believe that positions taken on our tax returns are fully supported, but tax authorities may challenge these positions, [removed: which] [added: and our positions] may not be fully sustained on examination by the relevant tax authorities.
[removed: The] [added: We may not accurately predict the outcomes of these audits, and the] amounts ultimately paid on resolution of an audit could be materially different from the amounts previously included in our income tax provision and, therefore, could have a material impact on our [removed: income tax provision,] [added: provision for taxes,] net [removed: income] [added: earnings] and cash flows.
We make adjustments to reduce the cost of inventory to its net realizable value at the product group level for estimated excess or [removed: obsolescence.][added: obsolescence considering judgments related to future demand and market conditions, along with the impact of COVID-19.]
We believe we have recorded adequate provisions for any such matters and, as of October 31, [removed: 2020,] [added: 2021,] it was not reasonably possible that a material loss had been incurred in excess of the amounts recognized in our financial statements.
[removed: In order to provide a framework for assessing performance excluding the impact of foreign currency fluctuations, we supplement the year-over-year percentage change in net revenue with the year-over-year percentage change in net revenue on a constant currency basis, which excludes the effect of foreign currency] exchange fluctuations calculated by translating current period revenues using monthly [removed: average] exchange rates from the comparative period and [added: excluding any] hedging [removed: activities from] [added: impact recognized in] the [removed: prior-year period] [added: current period,] and does not adjust for any repricing or demand impacts from changes in foreign currency exchange rates.
| | | | [removed: 2020] [added: 2021] | | | | | | | | | | | | [removed: 2019] [added: 2020] | | | | | | | | | | | | [removed: 2018] [added: 2019] | | | | | | | | |
| Net revenue | | | $ | [removed: 56,639] [added: 63,487] | | | | | 100.0 | | % | | | | $ | [removed: 58,756] [added: 56,639] | | | | | 100.0 | | % | | | | $ | [removed: 58,472] [added: 58,756] | | | | | 100.0 | | % |
| Cost of revenue | | | [removed: 46,202] [added: 50,070] | | | | | | [removed: 81.6] [added: 78.9] | | % | | | | [removed: 47,586] [added: 46,202] | | | | | | [removed: 81.0] [added: 81.6] | | % | | | | [removed: 47,803] [added: 47,586] | | | | | | [removed: 81.8] [added: 81.0] | | % |
| Gross profit | | | [removed: 10,437] [added: 13,417] | | | | | | [removed: 18.4] [added: 21.1] | | % | | | | [removed: 11,170] [added: 10,437] | | | | | | [removed: 19.0] [added: 18.4] | | % | | | | [removed: 10,669] [added: 11,170] | | | | | | [removed: 18.2] [added: 19.0] | | % |
| Research and development | | | [removed: 1,478] [added: 1,907] | | | | | | [removed: 2.6] [added: 3.0] | | % | | | | [removed: 1,499] [added: 1,478] | | | | | | 2.6 | | % | | | | [removed: 1,404] [added: 1,499] | | | | | | [removed: 2.4] [added: 2.6] | | % |
| Selling, general and administrative | | | [removed: 4,906] [added: 5,741] | | | | | | [removed: 8.6] [added: 9.0] | | % | | | | [removed: 5,368] [added: 4,906] | | | | | | [removed: 9.1] [added: 8.6] | | % | | | | [removed: 5,099] [added: 5,368] | | | | | | [removed: 8.7] [added: 9.1] | | % |
| Restructuring and other charges | | | [removed: 462] [added: 245] | | | | | | [removed: 0.9] [added: 0.4] | | % | | | | [removed: 275] [added: 462] | | | | | | [removed: 0.4] [added: 0.9] | | % | | | | [removed: 132] [added: 275] | | | | | | [removed: 0.2] [added: 0.4] | | % |
| Acquisition-related charges | | | [removed: 16] [added: 68] | | | | | | [removed: —] [added: 0.1] | | % | | | | [removed: 35] [added: 16] | | | | | | [removed: 0.1] [added: —] | | % | | | | [removed: 123] [added: 35] | | | | | | [removed: 0.2] [added: 0.1] | | % |
| Amortization of intangible assets | | | [removed: 113] [added: 154] | | | | | | 0.2 | | % | | | | [removed: 116] [added: 113] | | | | | | 0.2 | | % | | | | [removed: 80] [added: 116] | | | | | | [removed: 0.1] [added: 0.2] | | % |
| Earnings from operations | | | [removed: 3,462] [added: 5,302] | | | | | | [removed: 6.1] [added: 8.4] | | % | | | | [removed: 3,877] [added: 3,462] | | | | | | [removed: 6.6] [added: 6.1] | | % | | | | [removed: 3,831] [added: 3,877] | | | | | | 6.6 | | % |
| Interest and other, net | | | [removed: (231)] [added: 2,209] | | | | | | [removed: (0.4)] [added: 3.4] | | % | | | | [removed: (1,354)] [added: (231)] | | | | | | [removed: (2.3)] [added: (0.4)] | | % | | | | [removed: (818)] [added: (1,354)] | | | | | | [removed: (1.4)] [added: (2.3)] | | % |
*•Results of Operations.* This section discusses the results of operations for the fiscal year ended October 31, 2021 compared to the fiscal year ended October 31, 2020.
For a discussion of the fiscal year ended October 31, 2020 compared to the fiscal year ended October 31, 2019, please refer to Part II, Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the fiscal year ended October 31, 2020.
We are driving innovation to enable productivity and collaboration with the PC becoming essential for hybrid work, learn and play.
One set of challenges relates to dynamic market trends that may adversely impact our product mix.
- In Printing, we face challenges from a competitive environment, including non-original supplies (which includes imitation, refill, or remanufactured alternatives), and we face component constraints and other supply chain disruptions particularly in printer hardware which we expect to continue to negatively impact our ability to meet demand at least in the short-term.
In fiscal year 2022, we expect to see continued demand for both Personal Systems and Printing.
We also anticipate that component shortages, manufacturing disruptions and logistics challenges will continue to impact our revenues and margins.
“Fiscal 2020 Plan”).
In the second year of our program, we continued to look at new cost savings opportunities and remained ahead of our $1.2 billion gross run rate structural cost reduction plan.
In the third quarter of fiscal year 2021, we completed the initial deployment of our SAP S/4 HANA system, one of the largest ERP implementations.
Also, as part of our end-to-end business planning and forecasting efforts, we went live with our new cloud-based platform which we believe will improve our forecasting agility as part of our digital transformation.
Further, our hybrid work strategy has enabled us to accelerate our location strategy while providing a more flexible workspace.
Going forward we are enabling HP’s hybrid work strategy by modernizing our sites to be critical hubs for collaboration and innovation.
This will also deliver savings in our real estate portfolio.
For more information on our Fiscal 2020 Plan, see Note 3, “Restructuring and Other Charges”, to the Consolidated Financial Statements in Item 8 of Part II of this report, which is incorporated herein by reference.
Historical seasonal patterns may not continue in the future and have been impacted by increasing supply constraints, shifts in customer behavior and the evolving impacts of the COVID-19 pandemic.
We continue to closely monitor the COVID-19 pandemic, including its resurgence in key markets.
We will continue promoting the health, safety, and well-being of workers and their loved ones.
In response to the COVID-19 pandemic, we have established a cross-functional COVID-19 program management office that reviews the latest data from our business and site leaders and identifies and addresses emerging risks and issues, and we have put in place global policies and protocols based on guidance from healthcare experts and public health leaders, which we continue to review and update.
We balance our company-wide approach by assessing risk and adjusting our response at the site level, taking into consideration each country's or area's COVID-19 case trends and related measures.
We have commenced a phased approach to returning our employees onsite, which included modifications to certain of our facilities as we adapt to a hybrid work environment.
Our Personal Systems business benefited from the remote working and learning environment, including growth in gaming.
We saw continued strong demand in Consumer PCs and mix shifts from low end to premium products in Commercial PCs in the second half of fiscal year 2021.We had seen a strong Chromebook demand in first half of the year.
In Printing, Consumer print demand remained strong, and Commercial print is expected to continue its gradual improvement as more offices reopen.
Also, favorable pricing including historically low promotions and incentives have contributed positively towards average selling prices (“ASPs”) and gross margin in both Personal Systems and Printing.
We estimate sales and marketing program incentives based on a number of factors like historical experience, expected customer behavior and market conditions.
These estimates have been and may continue to be impacted by lower-than-expected incentives due to increased supply constraints, shifts in customer behavior and the evolving impact of the COVID-19 pandemic.
Demand fulfillment has been and is expected to continue to be impacted by industry wide commodity and component constraints primarily integrated circuits and panels, manufacturing disruptions in Asia and logistics challenges globally, at least in short-term.
As the COVID-19 pandemic continues and new variants of the virus emerge, we are seeing a resurgence of the pandemic in key markets.
We have and may experience future disruptions in supply, manufacturing and logistics, including in Asia, and with our suppliers and outsourcing partners.
Directors at HP’s 2020 annual meeting of stockholders.
Oracle Corporation (“Oracle”) Litigation proceeds
On October 12, 2021, Oracle paid approximately $4.65 billion, to satisfy the judgment with interest, related to the litigation in connection with Oracle’s discontinuation of software support for former Hewlett-Packard Company’s Itanium-based line of mission-critical servers.
The net proceeds from the judgement are being shared equally between HP and Hewlett Packard Enterprise pursuant to the terms of the separation and distribution agreement.
For more information, see Note 14, “Litigation and Contingencies” to the Consolidated Financial Statements in Item 8 of Part II of this report, which is incorporated herein by reference.
We reduce the transaction price at the time of revenue recognition for customer and
The following table provides the impact a change of 25 basis points in each of the weighted-average assumptions of the discount
We adjust our uncertain tax positions to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular audit.
Determining the appropriate provision for potential deficiencies or reductions in tax benefits that could reasonably result from an audit requires management judgments and estimates, and income tax audits are inherently unpredictable.
In order to provide a framework for assessing performance excluding the impact of foreign currency fluctuations, we supplement the year-over-year percentage change in net revenue with the year-over-year percentage change in net revenue on a constant currency basis, which excludes the effect of foreign currency
- *Results of Operations.* An analysis of our financial results comparing fiscal year 2020 to fiscal year 2019 and fiscal year 2019 to fiscal year 2018.
[Table of Co](#i636c491789244b3cbfd95498c2fc0789_43)[ntents](#i636c491789244b3cbfd95498c2fc0789_43)
HP INC. AND SUBSIDIARIES
Management’s Discussion and Analysis of
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.
One set of challenges relates to dynamic market trends, such as forecasted declining home printing markets.
- 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.
[Table of](#i636c491789244b3cbfd95498c2fc0789_43) [Contents](#i636c491789244b3cbfd95498c2fc0789_43)
Financial Condition and Results of Operations
build our digital capabilities.
Historical seasonal patterns should not be considered reliable indicators of our future net revenues or financial performance.
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
of relief initiatives to help them navigate their operational and financial challenges.
We had provided a variety of financing and leasing options for end customers.
We had provided short-term market and country-specific incentives for partners.
HP has implemented a more predictable, flat-rate incentive program and relaxed compensation models, and has also expanded its virtual engagement options, including free access to cybersecurity support and on-demand training.
Partners can opt in for customized online digital learning paths designed to meet their specific priorities.
We are also introducing programs, designed to enable our customers and partners to adapt to the current work environment, such as the HP Managed Print Cloud Services and the HP Flexworker Solutions program.
- Supply chain. For the fiscal year ended October 31, 2020, we experienced disruptions in our manufacturing and supply chain.
This included temporary factory closures in China and Southeast Asia that impacted our own factories as well as those of our suppliers and outsourcing partners, resulting in higher costs and temporary supply shortages.
An excerpt. Shown here: 40 of 146 rewritten, 40 of 85 added and 40 of 144 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 FY2021 filing and the FY2020 filing.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
8 rewritten, 0 added, 1 removed, 25 unchanged
We transact business in over 40 currencies worldwide, of which the most significant foreign currencies to our operations for fiscal year [removed: 2020] [added: 2021] were the [removed: euro,] [added: Euro,] Chinese yuan renminbi, the Japanese yen and the British pound.
We have performed sensitivity analyses [removed: for continuing operations] as of October 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] 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: 2020] [added: 2021] and [removed: 2019.][added: 2020.]
The sensitivity analyses indicated that a hypothetical 10% adverse movement in foreign currency exchange rates would result in a foreign exchange [removed: fair value] loss of [removed: $77] [added: $168] million and [removed: $81] [added: $77] million at October 31, [removed: 2020] [added: 2021] and October 31, [removed: 2019,] [added: 2020,] respectively.
We may use interest rate and/or currency swaps to modify the market risk exposures in connection with the debt to achieve [added: a] floating interest expense.
We have performed sensitivity analyses as of October 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] 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: 2020] [added: 2021] and [removed: 2019.][added: 2020.]
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: $36] [added: $73] million at October 31, [removed: 2020] [added: 2021] and [removed: $49] [added: $36] million at October 31, [removed: 2019.][added: 2020.]
[Table of](#i636c491789244b3cbfd95498c2fc0789_79) [Contents](#i636c491789244b3cbfd95498c2fc0789_79)
Item 1. Business.
68 rewritten, 62 added, 62 removed, 163 unchanged
As part of the separation of Hewlett Packard Enterprise Company (“Hewlett Packard Enterprise”), Hewlett-Packard Company’s former enterprise technology infrastructure, software, services and financing businesses (the [removed: “Separation”)] [added: “Separation”),] on November 1, 2015, HP and Hewlett Packard Enterprise entered into a separation and distribution [removed: agreement, an employee matters] agreement and various other agreements [removed: which remain enforceable] that provide a framework for the [removed: continuing] relationships between the [removed: parties.][added: parties following the Separation.]
The Personal Systems segment offers commercial and consumer desktop and notebook personal computers (“PCs”), workstations, thin clients, commercial mobility devices, retail point-of-sale (“POS”) systems, displays and [removed: other related accessories,] [added: peripherals,] software, support and services.
The Printing segment provides consumer and commercial printer hardware, supplies, services and [removed: solutions, as well as scanning devices.][added: solutions.]
Personal Systems offers commercial and consumer desktop and notebook PCs, workstations, thin clients, commercial mobility devices, retail POS systems, displays and [removed: other related accessories,] [added: peripherals,] software, support and services.
Both commercial and consumer PCs maintain [removed: a] multi-operating system, multi-architecture strategies using Microsoft [removed: Windows,] [added: Windows and] Google [removed: Chrome, Android] [added: Chrome] operating [removed: systems] [added: systems,] and [removed: use] predominantly [added: use] processors from Intel Corporation (“Intel”) and Advanced Micro Devices, Inc. (“AMD”).
*Commercial PCs* are optimized for use by enterprise, public sector which includes education, and SMB customers, with a focus on robust [removed: designs,] [added: design,] security, serviceability, connectivity, reliability and manageability in [removed: networked] [added: the customer’s environment] and [removed: cloud-based environments.][added: working remotely.]
Additionally, we offer a range of services and solutions to enterprise, public sector [added: which includes education] and SMB customers to help them manage the lifecycle of their PC and mobility installed base.
*Consumer PCs* are optimized for consumer usage, focusing on gaming, 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, [added: and] staying informed and secure.
These systems include HP Spectre, HP Envy, HP Pavilion, HP Chromebook, HP Stream, Omen by HP lines of [removed: notebooks and hybrids] [added: notebooks, desktops] and [added: hybrids,] HP Envy, HP Pavilion desktops and all-in-one [removed: lines, and Omen by HP desktops.][added: lines.]
- *Notebooks* consists of consumer notebooks, commercial notebooks, mobile [removed: workstations] [added: workstations, peripherals,] and commercial mobility devices;
- *Desktops* includes consumer desktops, commercial desktops, thin clients, [added: displays, peripherals,] and retail POS systems;
- *Workstations* consists of desktop [removed: workstations] [added: workstations, displays] and [removed: accessories;] [added: peripherals;] and
- [removed: *Commercial Hardware*] [added: *Commercial*] consists of office printing solutions, graphics solutions and 3D printing and digital manufacturing, excluding supplies;
- [removed: *Consumer Hardware*] [added: *Consumer*] consists of home printing solutions, excluding supplies; and
For other customers and for consumers, we typically manage both direct online sales as well as channel relationships with retailers mainly targeting consumers and [removed: small businesses] [added: SMBs] and commercial resellers mainly targeting SMBs and mid-market accounts.
For most of our products, we have existing [removed: alternate sources of supply] or [added: readily available] alternate sources of [removed: supply are readily available.][added: supply.]
For instance, we source the majority of our A4 and a portion of A3 portfolio laser printer engines and laser toner cartridges [added: from Canon.]
Any decision by either party not to renew our agreement with Canon or to limit or reduce the scope of the agreement could adversely affect our net [removed: revenue from LaserJet products; however, we have a long-standing business relationship with Canon and anticipate renewal of this agreement.]
We are dependent upon Intel and AMD as suppliers of x86 processors and Microsoft [added: and Google] for various software products.
See “Risk Factors—We [removed: depend] [added: are heavily dependent] on third-party [removed: suppliers,] [added: suppliers] and [removed: our financial results] [added: supply chain issues have adversely affected, and] could [removed: suffer if we fail] [added: continue] to [removed: manage] [added: adversely affect,] our [removed: suppliers effectively”] [added: financial results”] in Item 1A, which is incorporated herein by reference.
These actions, together with our broader sustainability program, help us in our effort to meet customer sustainability requirements and comply with regulations, [removed: for example, regarding] [added: such as] supplier labor practices and conflict minerals disclosures.
[removed: In this regard, we] [added: We] believe that our broad geographic presence as well as our focus on diversity and inclusion, gives us a solid base on which to build future growth.
Innovation across products, services, business models and processes is a key element of our [removed: culture.][added: culture and success.]
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 [removed: products] [added: products, services] and [removed: services,] [added: solutions,] our business and financial performance may suffer” in Item 1A, which is incorporated herein by reference.
At October 31, [removed: 2020,] [added: 2021,] our worldwide patent portfolio included over 28,000 patents.
For a discussion of risks attendant to IP rights, see “Risk Factors—Our financial performance may suffer if we cannot [removed: continue to] develop, [added: obtain,] 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 [removed: of IP infringement are commonplace in our industry and may limit or disrupt our ability to sell our products and services” in Item 1A, which is incorporated herein by reference.]
We compete on the basis of technology, innovation, performance, price, quality, reliability, brand, reputation, distribution, range of products and services, ease of use of our products, account relationships, customer training, [removed: service] [added: service, support] and [removed: support,] [added: solutions including subscription-based offerings and financing,] security, availability of application [removed: software and internet infrastructure offerings,] [added: software,] and our sustainability performance.
Our competitive advantages include our broad product portfolio, our [removed: innovation] [added: innovation,] and research and development capabilities including security features, our 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 competitive advantages include our comprehensive high-quality solutions for the home, office and publishing environments, our [removed: innovation] [added: innovation,] and research and development capabilities including security features, sustainability, our brand, and the accessibility of our products through a broad-based distribution strategy from retail and commercial channels to direct sales.
For more information on our [removed: sustainability goals,] [added: Sustainable Impact strategy,] programs, and [added: a complete list of goals and] performance, we refer you to our annual Sustainable Impact Report, available on our website (which is not incorporated by reference herein).
We are also subject to standards set by public and private entities related to sustainability issues such as energy consumption, [added: carbon emissions,] reusing or recycling.
Our operations, supply chain and our products are expected to become increasingly subject to federal, state, local and foreign laws, regulations and international treaties relating to climate change, such as [added: climate disclosure,] carbon pricing or product energy efficiency [removed: requirements.][added: requirements, requiring us to comply or potentially face market access limitations or other sanctions including fines.]
We strive to continually improve the energy and carbon efficiency of our operations, supply chain and product portfolio and deliver more cost-effective and [removed: less greenhouse gas-intensive] [added: lower carbon] technology solutions to our customers.
For a discussion of risks attendant to these environmental factors, see “Risk Factors—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”] in Item 1A, which is incorporated herein by reference.
[removed: HP’s approximately 53,000] [added: Approximately 51,000] employees worldwide power [removed: our] [added: HP’s] innovation, contributing unique perspectives and a growth mindset to create breakthrough technologies and transformative solutions.
We are committed to fostering a [removed: diverse] [added: diverse, equitable,] and inclusive workplace that [removed: attracts] [added: attracts, retains,] and [removed: retains] [added: advances] exceptional talent.
Through ongoing employee development, comprehensive compensation and benefits, and a focus on health, [removed: safety] [added: safety,] and employee wellbeing, we strive to [removed: help] [added: support] our employees in all aspects of their lives so they can do their best [removed: work, every single day.][added: work—while learning, growing, and feeling engaged.]
*Diversity, [removed: Equity] [added: Equity,] and [removed: Inclusion*][added: Inclusion (DEI)*]
Innovation at HP comes from the diverse perspectives, [added: backgrounds,] knowledge, and [added: unique] experiences of our employees.
We strive to create an inclusive workplace where people [removed: can] bring their authentic selves to [removed: work.][added: work and can reach their full potential.]
revenue from LaserJet products; however, we have a long-standing business relationship with Canon and anticipate renewal of this agreement.
See “Risk Factors—We are heavily dependent on third-party suppliers and supply chain issues have adversely affected, and could continue to adversely affect, our financial results” in Item 1A, which is incorporated herein by reference.
of IP infringement are commonplace in our industry and may limit or disrupt our ability to sell our products and services” in Item 1A, which is incorporated herein by reference.
Historical seasonal patterns may not continue in the future and have been impacted by increasing supply constraints, shifts in customer behavior and the evolving impacts of the COVID-19 pandemic.
At HP, we believe how we do things is just as important as what we do, and so efforts to make a sustainable impact on people, the planet and our communities are integrated into HP’s business strategy and operations.
Through our Sustainable Impact agenda, HP is tackling some key issues: Climate Action, Human Rights, and Digital Equity.
Our ambition is to become the world’s most sustainable and just technology company by 2030, and our strategy is designed to propel us forward.
It stays true to HP’s values, supports the United Nations Sustainable Development Goals, and prioritizes efforts where our technology, talent, and ecosystem can have the greatest impact.
Climate Action: Drive toward a net zero carbon, fully regenerative economy while engineering the industry’s most sustainable portfolio of products and solutions.
Among our goals:
- Achieve net zero greenhouse gas (“GHG”) emissions across HP’s value chain (scope 1, 2 and 3) by 2040, with a 50% reduction in absolute value chain GHG emissions by 2030 compared to 2019;
- Reach 75% circularity for products and packaging by 2030;
- Maintain zero deforestation for HP paper and paper-based packaging and counteract deforestation for non-HP paper used in our products and print services;
Human Rights: Create a powerful culture of diversity, equity, and inclusion.
Advance human rights, social justice, and racial and gender equality across our ecosystem, raising the bar for all.
Among our goals:
- Achieve 50/50 gender equality in HP leadership by 2030;
- Achieve greater than 30% technical women and women in engineering roles by 2030;
- Meet or exceed labor market representation for racial and ethnic minorities in the U.S. by 2030;
- Reach one million workers through worker empowerment programs by 2030;
Digital Equity: Lead in activating and innovating holistic solutions that break down the digital divide that prevents many from accessing the education, jobs, and healthcare needed to thrive.
Drive digital inclusion to transform lives and communities.
Among our goals:
- Accelerate digital equity for 150 million people by 2030;
In fiscal year 2021, 44.8% of our U.S. hires were ethnically diverse.
We continue to work on removing barriers for underrepresented employees by creating equitable programs, training and development opportunities to grow and promote our employees.
The independent analysis determined there were no systemic issues.
Any areas of potential concern, considering what we would expect employees to be paid when evaluating their skills, qualifications, and experience were reviewed and addressed as part of our off-cycle compensation process.
Employee engagement globally remained stable as compared to fiscal year 2020.
Ethics and integrity as well as employees feeling that HP values diversity were both highly rated, at 96% and 94%, respectively.
Our Inclusion Index reported 87% of employees experience an inclusive work environment at HP.
*Talent and Learning*
We offer a variety of collaborative learning experiences, connection to a network
of subject matter experts, and a social learning platform that enables employees to integrate development into their daily routines.
In fiscal year 2021, 99% of employees participated in learning and development activities, and we estimate that employees (on average) spent more than 30 hours participating in development activities through the year.
The 2021 annual employee survey revealed that 84% of employees felt HP actively supported their learning and development.
Through fiscal year 2021 we accelerated our transition toward more holistic approaches of employee development, with additional trainings supporting employee wellbeing and remote working.
More than 25,000 employees participated in new virtual business, professional, digital, and career development live trainings.
In addition to the above, we have key focus areas on leadership development and digital skills.
Our priority leadership development programs included our new Hire EQ development program to improve our diversity hiring practices, and the Senior Leader Meeting Connect program to develop global business leadership insights and learn from external best practices.
HP goes to market through its extensive channel network and directly with HP sales.
[Table of](#i636c491789244b3cbfd95498c2fc0789_19) [Co](#i636c491789244b3cbfd95498c2fc0789_19)[ntents](#i636c491789244b3cbfd95498c2fc0789_19)
from Canon.
In addition, we believe that future growth is dependent in part on our ability to develop products and sales models that target developing countries.
At HP, we believe in the power of technology to enable people and communities to change the world for the better.
Sustainable impact is fundamental to our reinvention 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.
Our approach covers a broad range of sustainability issues across three pillars: Planet, People and Community.
We prioritize issues based on their relative importance to our culture, business success and sustainable development.
*Planet*.
We aim to grow our business, not our 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 by enabling our customers to invent the future through our most sustainable portfolio of products and services.
*People*.
We champion dignity, respect and empowerment for all people with whom we work, and strive to respect human rights and embed diversity and inclusion in everything we do.
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.
*Community*.
Through our technology, time and resources, we work to catalyze positive change in communities where we live, work and do business.
As a result, we aim to unlock educational and economic opportunity through the power of technology and improve the vitality and resilience of our local communities.
*Goals*.
Our current long-term sustainability goals are:
*Planet*
- Use 30% post-consumer recycled content plastic (“RCP”) across our personal systems and print portfolio by 2025 (which refers to RCP as a percentage of total plastic used in all HP personal systems, printer hardware, and print cartridges shipped during the reporting year);
- 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).
- Use 100% renewable electricity in our global operations by 2035, with an interim goal of 60% by 2025;
- 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;
- 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;
- 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;
- Help suppliers cut 2 million tonnes of carbon dioxide equivalent (CO2e) emissions between 2010 and 2025;
- Recycle 1.2 million tonnes of hardware and supplies by 2025, since the beginning of 2016; and
- Reduce potable water consumption across global operations by 35% by 2025, compared to 2015 with a focus on high risk sites;
*People*
- Double our number of Black and African American executives by 2025.
- Develop skills and improve well-being of 500,000 factory workers by 2025, since the beginning of 2015;
- Double factory participation in our supply chain sustainability programs by 2025, compared to 2015; and
- Maintain greater than 99% completion rate of annual Integrity@HP training among active HP employees and the Board of Directors.
*Community*
- Contribute $100 million in HP Foundation and employee community giving cumulatively by 2025 since the beginning of 2016; and
- Contribute 1.5 million employee volunteering hours cumulatively by 2025, since the beginning of 2016.
As these and other new laws, regulations, treaties and similar initiatives and programs are adopted and implemented throughout the world, we will be required to comply or potentially face market access limitations or other sanctions, including fines.
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.
An excerpt. Shown here: 40 of 68 rewritten, 40 of 62 added and 40 of 62 removed. The counts are complete. For every sentence, read Item 1. Business. in the FY2021 filing and the FY2020 filing.
Item 3. Legal Proceedings.
0 rewritten, 0 added, 1 removed, 1 unchanged
[Table](#i636c491789244b3cbfd95498c2fc0789_31) [of Contents](#i636c491789244b3cbfd95498c2fc0789_31)
Cover and table of contents
27 rewritten, 4 added, 3 removed, 72 unchanged
The aggregate market value of the registrant’s common stock held by non-affiliates was [removed: $22,154,410,824] [added: $40,931,733,492] based on the last sale price of common stock on April 30, [removed: 2020.][added: 2021.]
The number of shares of HP Inc. common stock outstanding as of November 30, [removed: 2020] [added: 2021] was [removed: 1,289,636,312] [added: 1,082,722,559] shares.
| Portions of the Registrant’s definitive proxy statement related to its [removed: 2021] [added: 2022] Annual Meeting of Stockholders to be filed pursuant to Regulation 14A within 120 days after Registrant’s fiscal year end of October 31, [removed: 2020] [added: 2021] are incorporated by reference into Part III of this Report. | | | | | | III | | |
For the Fiscal Year ended October 31, [removed: 2020][added: 2021]
| | | | [Forward-Looking [removed: Statements](#i636c491789244b3cbfd95498c2fc0789_10)] [added: Statements](#i43adbcd383bc4dc48977980bcb999d17_10)] | | | [removed: [3](#i636c491789244b3cbfd95498c2fc0789_10)] [added: [3](#i43adbcd383bc4dc48977980bcb999d17_10)] | | |
| Item 1. | | | [removed: [Business](#i636c491789244b3cbfd95498c2fc0789_16)] [added: [Business](#i43adbcd383bc4dc48977980bcb999d17_16)] | | | [removed: [4](#i636c491789244b3cbfd95498c2fc0789_16)] [added: [4](#i43adbcd383bc4dc48977980bcb999d17_16)] | | |
| Item 1A. | | | [Risk [removed: Factors](#i636c491789244b3cbfd95498c2fc0789_19)] [added: Factors](#i43adbcd383bc4dc48977980bcb999d17_19)] | | | [removed: [13](#i636c491789244b3cbfd95498c2fc0789_19)] [added: [12](#i43adbcd383bc4dc48977980bcb999d17_19)] | | |
| Item 1B. | | | [Unresolved Staff [removed: Comments](#i636c491789244b3cbfd95498c2fc0789_22)] [added: Comments](#i43adbcd383bc4dc48977980bcb999d17_22)] | | | [removed: [28](#i636c491789244b3cbfd95498c2fc0789_22)] [added: [27](#i43adbcd383bc4dc48977980bcb999d17_22)] | | |
| Item 2. | | | [removed: [Properties](#i636c491789244b3cbfd95498c2fc0789_25)] [added: [Properties](#i43adbcd383bc4dc48977980bcb999d17_25)] | | | [removed: [28](#i636c491789244b3cbfd95498c2fc0789_25)] [added: [27](#i43adbcd383bc4dc48977980bcb999d17_25)] | | |
| Item 3. | | | [Legal [removed: Proceedings](#i636c491789244b3cbfd95498c2fc0789_28)] [added: Proceedings](#i43adbcd383bc4dc48977980bcb999d17_28)] | | | [removed: [28](#i636c491789244b3cbfd95498c2fc0789_28)] [added: [27](#i43adbcd383bc4dc48977980bcb999d17_28)] | | |
| Item 4. | | | [Mine Safety [removed: Disclosures](#i636c491789244b3cbfd95498c2fc0789_31)] [added: Disclosures](#i43adbcd383bc4dc48977980bcb999d17_31)] | | | [removed: [29](#i636c491789244b3cbfd95498c2fc0789_31)] [added: [28](#i43adbcd383bc4dc48977980bcb999d17_31)] | | |
| Item 5. | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i636c491789244b3cbfd95498c2fc0789_37)] [added: Securities](#i43adbcd383bc4dc48977980bcb999d17_37)] | | | [removed: [30](#i636c491789244b3cbfd95498c2fc0789_37)] [added: [29](#i43adbcd383bc4dc48977980bcb999d17_37)] | | |
| Item 7. | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i636c491789244b3cbfd95498c2fc0789_43)] [added: Operations](#i43adbcd383bc4dc48977980bcb999d17_43)] | | | [removed: [33](#i636c491789244b3cbfd95498c2fc0789_43)] [added: [32](#i43adbcd383bc4dc48977980bcb999d17_43)] | | |
| Item 7A. | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i636c491789244b3cbfd95498c2fc0789_76)] [added: Risk](#i43adbcd383bc4dc48977980bcb999d17_76)] | | | [removed: [51](#i636c491789244b3cbfd95498c2fc0789_76)] [added: [48](#i43adbcd383bc4dc48977980bcb999d17_76)] | | |
| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i636c491789244b3cbfd95498c2fc0789_79)] [added: Data](#i43adbcd383bc4dc48977980bcb999d17_79)] | | | [removed: [52](#i636c491789244b3cbfd95498c2fc0789_79)] [added: [49](#i43adbcd383bc4dc48977980bcb999d17_79)] | | |
| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i636c491789244b3cbfd95498c2fc0789_196)] [added: Disclosure](#i43adbcd383bc4dc48977980bcb999d17_178)] | | | [removed: [120](#i636c491789244b3cbfd95498c2fc0789_196)] [added: [115](#i43adbcd383bc4dc48977980bcb999d17_178)] | | |
| Item 9A. | | | [Controls and [removed: Procedures](#i636c491789244b3cbfd95498c2fc0789_199)] [added: Procedures](#i43adbcd383bc4dc48977980bcb999d17_181)] | | | [removed: [120](#i636c491789244b3cbfd95498c2fc0789_199)] [added: [115](#i43adbcd383bc4dc48977980bcb999d17_181)] | | |
| Item 9B. | | | [Other [removed: Information](#i636c491789244b3cbfd95498c2fc0789_202)] [added: Information](#i43adbcd383bc4dc48977980bcb999d17_184)] | | | [removed: [120](#i636c491789244b3cbfd95498c2fc0789_202)] [added: [115](#i43adbcd383bc4dc48977980bcb999d17_184)] | | |
| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i636c491789244b3cbfd95498c2fc0789_208)] [added: Governance](#i43adbcd383bc4dc48977980bcb999d17_190)] | | | [removed: [121](#i636c491789244b3cbfd95498c2fc0789_208)] [added: [116](#i43adbcd383bc4dc48977980bcb999d17_190)] | | |
| Item 11. | | | [Executive [removed: Compensation](#i636c491789244b3cbfd95498c2fc0789_211)] [added: Compensation](#i43adbcd383bc4dc48977980bcb999d17_193)] | | | [removed: [121](#i636c491789244b3cbfd95498c2fc0789_211)] [added: [116](#i43adbcd383bc4dc48977980bcb999d17_193)] | | |
| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i636c491789244b3cbfd95498c2fc0789_214)] [added: Matters](#i43adbcd383bc4dc48977980bcb999d17_196)] | | | [removed: [121](#i636c491789244b3cbfd95498c2fc0789_214)] [added: [116](#i43adbcd383bc4dc48977980bcb999d17_196)] | | |
| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i636c491789244b3cbfd95498c2fc0789_217)] [added: Independence](#i43adbcd383bc4dc48977980bcb999d17_199)] | | | [removed: [121](#i636c491789244b3cbfd95498c2fc0789_217)] [added: [116](#i43adbcd383bc4dc48977980bcb999d17_199)] | | |
| Item 14. | | | [Principal Accounting Fees and [removed: Services](#i636c491789244b3cbfd95498c2fc0789_220)] [added: Services](#i43adbcd383bc4dc48977980bcb999d17_202)] | | | [removed: [122](#i636c491789244b3cbfd95498c2fc0789_220)] [added: [117](#i43adbcd383bc4dc48977980bcb999d17_202)] | | |
| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i636c491789244b3cbfd95498c2fc0789_226)] [added: Schedules](#i43adbcd383bc4dc48977980bcb999d17_208)] | | | [removed: [123](#i636c491789244b3cbfd95498c2fc0789_226)] [added: [118](#i43adbcd383bc4dc48977980bcb999d17_208)] | | |
| Item 16. | | | [Form 10-K [removed: Summary](#i636c491789244b3cbfd95498c2fc0789_235)] [added: Summary](#i43adbcd383bc4dc48977980bcb999d17_214)] | | | [removed: [131](#i636c491789244b3cbfd95498c2fc0789_235)] [added: [126](#i43adbcd383bc4dc48977980bcb999d17_214)] | | |
All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including, but not limited to, any statements regarding the potential impact of the COVID-19 pandemic and the actions by governments, businesses and individuals in response to the situation; projections of net revenue, margins, expenses, effective tax rates, net earnings, net earnings per share, cash flows, benefit plan funding, deferred taxes, share repurchases, foreign currency exchange rates or other financial items; any projections of the amount, timing or impact of cost savings or restructuring and other charges, planned structural cost reductions and productivity initiatives; any statements of the plans, strategies and objectives of management for future operations, including, but not limited to, our business model and transformation, our sustainability goals, our go-to-market [removed: strategy] [added: strategy,] the execution of restructuring plans and any resulting cost savings, net revenue or profitability improvements or other financial impacts; any statements concerning the expected development, [added: demand,] performance, market share or competitive performance relating to products or services; any statements [added: concerning potential supply constraints, component shortages, manufacturing disruptions or logistics challenges; any statements] regarding current or future macroeconomic trends or events and the impact of those trends and events on HP and its financial performance; any statements regarding pending investigations, [removed: claims] [added: claims, disputes] or [removed: disputes;] [added: other litigation matters;] any statements of expectation or belief, including with respect to the timing and expected benefits of acquisitions and other business combination and investment transactions; and any statements of assumptions underlying any of the foregoing.
Risks, uncertainties and assumptions include factors relating to the effects of the COVID-19 pandemic and the actions by governments, businesses and individuals in response to the situation, the effects of which may give rise to or amplify the risks associated with many of these factors listed here; [added: the need to manage (and reliance on) third-party suppliers, including with respect to component shortages, and the need to manage] HP’s [added: global, multi-tier distribution network, limit potential misuse of pricing programs by HP’s channel partners, adapt to new or changing marketplaces and effectively deliver HP’s services; HP’s] ability to execute on its strategic plan, including the previously announced initiatives, business model changes and transformation; execution of planned structural cost reductions and productivity initiatives; HP’s ability to complete any contemplated share repurchases, other capital return programs or other strategic transactions; the [removed: need to address the many challenges facing HP’s businesses; the] competitive pressures faced by HP’s businesses; risks associated with executing HP’s strategy and business model changes and transformation; successfully innovating, developing and executing HP’s go-to-market strategy, including online, omnichannel and contractual sales, in an evolving [removed: distribution and] [added: distribution,] reseller [added: and customer] landscape; the development and transition of new products and services and the enhancement of existing products and services to meet [added: evolving] customer needs and respond to emerging technological trends; successfully competing and maintaining the value proposition of HP’s products, including supplies; [removed: the need to manage third-party suppliers, manage HP’s global, multi-tier distribution network, limit potential misuse of pricing programs by HP’s channel partners, adapt to new or changing marketplaces and effectively deliver HP’s services;] challenges to HP’s ability to accurately forecast inventories, demand and pricing, which may be due to HP’s multi-tiered channel, sales of HP’s products to unauthorized resellers or unauthorized resale of HP’s [removed: products;] [added: products or our uneven sales cycle;] integration and other risks associated with business combination and investment transactions; the results of the restructuring plans, including estimates and assumptions related to the cost (including any possible disruption of HP’s business) and the anticipated benefits of the restructuring plans; the protection of HP’s intellectual property assets, including intellectual property licensed from third parties; the hiring and retention of key employees; the impact of macroeconomic and geopolitical trends and [removed: events;] [added: events, including the effects of inflation;] risks associated with HP’s international operations; the execution and performance of contracts by HP and its suppliers, customers, clients and [removed: partners;] [added: partners, including logistical challenges with respect to such execution and performance; changes in estimates and assumptions HP makes in connection with the preparation of its financial statements;] disruptions in operations from system security risks, data protection breaches, cyberattacks, extreme weather [removed: conditions,] [added: conditions or other effects of climate change,] medical epidemics or pandemics such as the COVID-19 pandemic, and other natural or manmade disasters or catastrophic events; the impact of changes [removed: in] [added: to federal, state, local and foreign laws and regulations, including environmental regulations and] tax laws; potential impacts, liabilities and costs from pending or potential investigations, claims and disputes; and other risks that are described herein, including but not limited to the items discussed in “Risk Factors” in Item 1A of Part I of this report and that are otherwise described or updated from time to time in HP’s other filings with the Securities and Exchange Commission (the “SEC”).
| October 31, 2021 | | | | | | | | |
| Item 6. | | | [Reserved](#i43adbcd383bc4dc48977980bcb999d17_40) | | | [31](#i43adbcd383bc4dc48977980bcb999d17_40) | | |
*Forward-looking and other statements in this report may also address our corporate responsibility progress, plans, and goals (including environmental matters), and the inclusion of such statements is not an indication that these contents are necessarily material to investors or required to be disclosed in HP’s filings with the SEC.
In addition, historical, current, and forward-looking sustainability-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future.*
| October 31, 2020 | | | | | | | | |
| Item 6. | | | [Selected Financial Data](#i636c491789244b3cbfd95498c2fc0789_40) | | | [32](#i636c491789244b3cbfd95498c2fc0789_40) | | |
[Table of](#i636c491789244b3cbfd95498c2fc0789_19) [Co](#i636c491789244b3cbfd95498c2fc0789_19)[ntents](#i636c491789244b3cbfd95498c2fc0789_19)
Item 2. Properties.
7 rewritten, 1 added, 1 removed, 21 unchanged
As of October 31, [removed: 2020,] [added: 2021,] we owned or leased approximately [removed: 19.0] [added: 18.0] million square feet of space worldwide, a summary of which is provided below.
| | | | Fiscal year ended October 31, [removed: 2020] [added: 2021] | | | | | | | | | | | | | | |
| Administration and support | | | 2.0 | | | | | | [removed: 6.4] [added: 6.3] | | | | | | [removed: 8.4] [added: 8.3] | | |
| Core data centers, manufacturing plants, research and development facilities and warehouse operations | | | [removed: 2.6] [added: 2.3] | | | | | | [removed: 6.7] [added: 5.8] | | | | | | [removed: 9.3] [added: 8.1] | | |
(1)Excludes [removed: 1.3] [added: 1.6] million square feet of vacated space, of which [removed: 0.8] [added: 1.3] million square feet is leased to third parties.
| Americas *United States*—Corvallis, San Diego, Boise, Vancouver, Spring, Fort Collins, [added: Fountain Valley,] Aguadilla, Puerto Rico | | | | | | Europe, Middle East, Africa *Israel—*Kiryat-Gat, Rehovot, Netanya *Spain—*Barcelona | | |
| Asia Pacific *China—*Weihai, Chongqing, Shanghai [removed: *India*—Pantnagar, Bangalore] [added: *India*—Bangalore] *Malaysia—*Penang *Singapore—*Singapore *South Korea—*Suwon *Taiwan—*Taipei | | | | | | Technology office (HP Labs) *United Kingdom—*Bristol *United States—*Palo Alto [added: *United States—*Corvallis] | | |
| Total(1) | | | 4.3 | | | | | | 12.1 | | | | | | 16.4 | | |
| Total(1) | | | 4.6 | | | | | | 13.1 | | | | | | 17.7 | | |
Item 4. Mine Safety Disclosures.
0 rewritten, 0 added, 1 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.
7 rewritten, 10 added, 13 removed, 15 unchanged
For information about dividends, see [removed: Item 6, “Selected Financial Data” and Note 12, “Stockholders’] [added: “Consolidated Statements of Stockholders’] Deficit” to the Consolidated Financial Statements in Item [removed: 8.][added: 8, which is incorporated herein by reference.]
As of November 30, [removed: 2020,] [added: 2021,] there were approximately [removed: 56,084] [added: 53,907] stockholders of record.
There were no unregistered sales of equity securities in fiscal year [removed: 2020.][added: 2021.]
All share repurchases settled in the fourth quarter of fiscal year [removed: 2020] [added: 2021] were open market transactions.
As of October 31, [removed: 2020,] [added: 2021,] HP had approximately [removed: $12.7] [added: $6.4] billion remaining under 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: 2015] [added: 2016] (and the reinvestment of dividends thereafter) in each of HP common stock, the S&P 500 Index, and the S&P [removed: Information Technology Index.]
[removed: ][added: ]
| August 2021 | | | 17,388 | | | | | | $ | 29.08 | | 17,388 | | | | | | $ | 7,680,048 | |
| September 2021 | | | 25,960 | | | | | | $ | 28.68 | | 25,960 | | | | | | $ | 6,935,480 | |
| October 2021 | | | 17,667 | | | | | | $ | 28.47 | | 17,667 | | | | | | $ | 6,432,546 | |
| Total | | | 61,015 | | | | | | | | | 61,015 | | | | | | | | |
HP intends to continue repurchase of shares at an elevated level of at least $4.0 billion in fiscal year 2022.
Information Technology Index.
| | | | | | | 10/16 | | | | | | 10/17 | | | | | | 10/18 | | | | | | 10/19 | | | | | | 10/20 | | | | | | 10/21 | | |
| HP Inc. | | | | | | $ | 100.00 | | | | | $ | 153.29 | | | | | $ | 175.88 | | | | | $ | 130.66 | | | | | $ | 140.13 | | | | | $ | 243.29 | |
| S&P 500 Index | | | | | | $ | 100.00 | | | | | $ | 123.62 | | | | | $ | 132.69 | | | | | $ | 151.69 | | | | | $ | 166.40 | | | | | $ | 237.77 | |
| S&P Information Technology Index | | | | | | $ | 100.00 | | | | | $ | 138.96 | | | | | $ | 156.05 | | | | | $ | 191.30 | | | | | $ | 257.25 | | | | | $ | 377.96 | |
| 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 | | | | | | | | |
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 | |
(1) Historical stock prices of HP Inc. prior to the Separation, which occurred on November 1, 2015, have been adjusted to reflect the impact of the Separation.
The adjustment was established using the conversion ratio based on the market value of stock on the Separation close at October 31, 2015.
[Table of Co](#i636c491789244b3cbfd95498c2fc0789_40)[ntents](#i636c491789244b3cbfd95498c2fc0789_40)
Item 6. [Reserved].
0 rewritten, 1 added, 28 removed, 3 unchanged
Data responsive to Item 6 have not been presented in accordance with amendments to Item 301 of Regulation S-K.
The information set forth below is not necessarily indicative of results of future continuing operations and should be read in conjunction with Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Consolidated Financial Statements and notes thereto included in Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K, which are incorporated herein by reference, in order to understand further the factors that may affect the comparability of the financial data presented below.
HP INC. AND SUBSIDIARIES
Selected Financial Data
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | For the fiscal years ended October 31 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | 2020 | | | | | | 2019 | | | | | | 2018 | | | | | | 2017 | | | | | | 2016 | | |
| | | | In millions, except per share amounts | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net revenue | | | $ | 56,639 | | | | | $ | 58,756 | | | | | $ | 58,472 | | | | | $ | 52,056 | | | | | $ | 48,238 | |
| Earnings from continuing operations | | | $ | 3,462 | | | | | $ | 3,877 | | | | | $ | 3,831 | | | | | $ | 3,368 | | | | | $ | 3,549 | |
| Net loss from discontinued operations net of taxes | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | (170) | |
| Net earnings | | | $ | 2,844 | | | | | $ | 3,152 | | | | | $ | 5,327 | | | | | $ | 2,526 | | | | | $ | 2,496 | |
| Net earnings per share: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Basic | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Continuing operations | | | $ | 2.01 | | | | | $ | 2.08 | | | | | $ | 3.30 | | | | | $ | 1.50 | | | | | $ | 1.54 | |
| Discontinued operations | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | (0.10) | |
| Total basic net earnings per share | | | $ | 2.01 | | | | | $ | 2.08 | | | | | $ | 3.30 | | | | | $ | 1.50 | | | | | $ | 1.44 | |
| Diluted | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Continuing operations | | | $ | 2.00 | | | | | $ | 2.07 | | | | | $ | 3.26 | | | | | $ | 1.48 | | | | | $ | 1.53 | |
| Discontinued operations | | | — | | | | | | — | | | | | | — | | | | | | $ | — | | | | | $ | (0.10) | |
| Total diluted net earnings per share | | | $ | 2.00 | | | | | $ | 2.07 | | | | | $ | 3.26 | | | | | $ | 1.48 | | | | | $ | 1.43 | |
| Cash dividends declared per share | | | $ | 0.70 | | | | | $ | 0.64 | | | | | $ | 0.56 | | | | | $ | 0.53 | | | | | $ | 0.50 | |
| At year-end: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total assets | | | $ | 34,681 | | | | | $ | 33,467 | | | | | $ | 34,622 | | | | | $ | 32,913 | | | | | $ | 28,987 | |
| Long-term debt(1) | | | $ | 5,543 | | | | | $ | 4,780 | | | | | $ | 4,524 | | | | | $ | 6,747 | | | | | $ | 6,735 | |
(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.
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.
[Table of](#i636c491789244b3cbfd95498c2fc0789_43) [Contents](#i636c491789244b3cbfd95498c2fc0789_43)
Item 8. Financial Statements and Supplementary Data.
701 rewritten, 293 added, 351 removed, 1,273 unchanged
| [Reports of Independent Registered Public Accounting [removed: Firm](#i636c491789244b3cbfd95498c2fc0789_85)] [added: Firm](#i43adbcd383bc4dc48977980bcb999d17_85)] | | | [removed: [53](#i636c491789244b3cbfd95498c2fc0789_85)] [added: [50](#i43adbcd383bc4dc48977980bcb999d17_85)] | | |
| [Management's Report on Internal Control Over Financial [removed: Reporting](#i636c491789244b3cbfd95498c2fc0789_91)] [added: Reporting](#i43adbcd383bc4dc48977980bcb999d17_91)] | | | [removed: [57](#i636c491789244b3cbfd95498c2fc0789_91)] [added: [54](#i43adbcd383bc4dc48977980bcb999d17_91)] | | |
| [Consolidated Statements of [removed: Earnings](#i636c491789244b3cbfd95498c2fc0789_94)] [added: Earnings](#i43adbcd383bc4dc48977980bcb999d17_94)] | | | [removed: [58](#i636c491789244b3cbfd95498c2fc0789_94)] [added: [55](#i43adbcd383bc4dc48977980bcb999d17_94)] | | |
| [Consolidated Statements of Comprehensive [removed: Income](#i636c491789244b3cbfd95498c2fc0789_97)] [added: Income](#i43adbcd383bc4dc48977980bcb999d17_97)] | | | [removed: [59](#i636c491789244b3cbfd95498c2fc0789_97)] [added: [56](#i43adbcd383bc4dc48977980bcb999d17_97)] | | |
| [Consolidated Balance [removed: Sheets](#i636c491789244b3cbfd95498c2fc0789_100)] [added: Sheets](#i43adbcd383bc4dc48977980bcb999d17_100)] | | | [removed: [60](#i636c491789244b3cbfd95498c2fc0789_100)] [added: [57](#i43adbcd383bc4dc48977980bcb999d17_100)] | | |
| [Consolidated Statements of Cash [removed: Flows](#i636c491789244b3cbfd95498c2fc0789_106)] [added: Flows](#i43adbcd383bc4dc48977980bcb999d17_103)] | | | [removed: [61](#i636c491789244b3cbfd95498c2fc0789_106)] [added: [58](#i43adbcd383bc4dc48977980bcb999d17_103)] | | |
| [Consolidated Statements of Stockholders’ [removed: Deficit](#i636c491789244b3cbfd95498c2fc0789_109)] [added: Deficit](#i43adbcd383bc4dc48977980bcb999d17_106)] | | | [removed: [62](#i636c491789244b3cbfd95498c2fc0789_109)] [added: [59](#i43adbcd383bc4dc48977980bcb999d17_106)] | | |
| [Notes to Consolidated Financial [removed: Statements](#i636c491789244b3cbfd95498c2fc0789_115)] [added: Statements](#i43adbcd383bc4dc48977980bcb999d17_109)] | | | [removed: [63](#i636c491789244b3cbfd95498c2fc0789_115)] [added: [60](#i43adbcd383bc4dc48977980bcb999d17_109)] | | |
| [Note 1: Summary of Significant Accounting [removed: Policies](#i636c491789244b3cbfd95498c2fc0789_118)] [added: Policies](#i43adbcd383bc4dc48977980bcb999d17_112)] | | | [removed: [63](#i636c491789244b3cbfd95498c2fc0789_118)] [added: [60](#i43adbcd383bc4dc48977980bcb999d17_112)] | | |
| [Note 2: Segment [removed: Information](#i636c491789244b3cbfd95498c2fc0789_124)] [added: Information](#i43adbcd383bc4dc48977980bcb999d17_115)] | | | [removed: [70](#i636c491789244b3cbfd95498c2fc0789_124)] [added: [67](#i43adbcd383bc4dc48977980bcb999d17_115)] | | |
| [Note 3: Restructuring and Other [removed: Charges](#i636c491789244b3cbfd95498c2fc0789_127)] [added: Charges](#i43adbcd383bc4dc48977980bcb999d17_118)] | | | [removed: [74](#i636c491789244b3cbfd95498c2fc0789_127)] [added: [71](#i43adbcd383bc4dc48977980bcb999d17_118)] | | |
| [Note 4: Retirement and Post-Retirement Benefit [removed: Plans](#i636c491789244b3cbfd95498c2fc0789_130)] [added: Plans](#i43adbcd383bc4dc48977980bcb999d17_121)] | | | [removed: [75](#i636c491789244b3cbfd95498c2fc0789_130)] [added: [72](#i43adbcd383bc4dc48977980bcb999d17_121)] | | |
| [Note 5: Stock-Based [removed: Compensation](#i636c491789244b3cbfd95498c2fc0789_136)] [added: Compensation](#i43adbcd383bc4dc48977980bcb999d17_127)] | | | [removed: [83](#i636c491789244b3cbfd95498c2fc0789_136)] [added: [80](#i43adbcd383bc4dc48977980bcb999d17_127)] | | |
| [Note 6: Taxes on [removed: Earnings](#i636c491789244b3cbfd95498c2fc0789_142)] [added: Earnings](#i43adbcd383bc4dc48977980bcb999d17_130)] | | | [removed: [86](#i636c491789244b3cbfd95498c2fc0789_142)] [added: [83](#i43adbcd383bc4dc48977980bcb999d17_130)] | | |
| [Note 7: Supplementary Financial [removed: Information](#i636c491789244b3cbfd95498c2fc0789_145)] [added: Information](#i43adbcd383bc4dc48977980bcb999d17_133)] | | | [removed: [90](#i636c491789244b3cbfd95498c2fc0789_145)] [added: [88](#i43adbcd383bc4dc48977980bcb999d17_133)] | | |
[removed: | [Note] [added: Note] 8: Goodwill and Intangible [removed: Assets](#i636c491789244b3cbfd95498c2fc0789_151) | | | [94](#i636c491789244b3cbfd95498c2fc0789_151) | | |][added: Assets (Continued)]
[removed: | [Note] [added: Note] 9: Fair [removed: Value](#i636c491789244b3cbfd95498c2fc0789_157) | | | [96](#i636c491789244b3cbfd95498c2fc0789_157) | | |][added: Value (Continued)]
| [Note 10: Financial [removed: Instruments](#i636c491789244b3cbfd95498c2fc0789_160)] [added: Instruments](#i43adbcd383bc4dc48977980bcb999d17_145)] | | | [removed: [98](#i636c491789244b3cbfd95498c2fc0789_160)] [added: [96](#i43adbcd383bc4dc48977980bcb999d17_145)] | | |
| [Note 13: Net Earnings Per [removed: Share](#i636c491789244b3cbfd95498c2fc0789_175)] [added: Share](#i43adbcd383bc4dc48977980bcb999d17_154)] | | | [removed: [107](#i636c491789244b3cbfd95498c2fc0789_175)] [added: [105](#i43adbcd383bc4dc48977980bcb999d17_154)] | | |
| [Note 14: Litigation and [removed: Contingencies](#i636c491789244b3cbfd95498c2fc0789_178)] [added: Contingencies](#i43adbcd383bc4dc48977980bcb999d17_157)] | | | [removed: [108](#i636c491789244b3cbfd95498c2fc0789_178)] [added: [106](#i43adbcd383bc4dc48977980bcb999d17_157)] | | |
| [Note 15: Guarantees, Indemnifications and [removed: Warranties](#i636c491789244b3cbfd95498c2fc0789_181)] [added: Warranties](#i43adbcd383bc4dc48977980bcb999d17_163)] | | | [removed: [114](#i636c491789244b3cbfd95498c2fc0789_181)] [added: [110](#i43adbcd383bc4dc48977980bcb999d17_163)] | | |
We have audited the accompanying consolidated balance sheets of HP Inc. and subsidiaries (the Company) as of October 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] 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: 2020,] [added: 2021,] 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: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended October 31, [removed: 2020,] [added: 2021,] 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: 2020,] [added: 2021,] 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: 10, 2020] [added: 9, 2021] expressed an unqualified opinion thereon.
We have served as the Company’s auditor since [removed: 2000][added: 2000.]
We have audited HP Inc. and subsidiaries’ internal control over financial reporting as of October 31, [removed: 2020,] [added: 2021,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).
In our opinion, HP Inc. and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of October 31, [removed: 2020,] [added: 2021,] 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: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] 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: 2020,] [added: 2021,] and the related notes and our report dated December [removed: 10, 2020] [added: 9, 2021] expressed an unqualified opinion thereon.
HP’s management assessed the effectiveness of HP’s internal control over financial reporting as of October 31, [removed: 2020,] [added: 2021,] 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: 2020.][added: 2021.]
The effectiveness of HP’s internal control over financial reporting as of October 31, [removed: 2020] [added: 2021] has been audited by Ernst & Young LLP, HP’s independent registered public accounting firm, as stated in their report which appears on page [removed: 56] [added: [53](#i43adbcd383bc4dc48977980bcb999d17_88)] of this Annual Report on Form 10-K.
| Enrique Lores *President and Chief Executive Officer* December [removed: 10, 2020] [added: 9, 2021] | | | | | | Marie Myers [removed: *Acting Chief] [added: *Chief] Financial Officer* December [removed: 10, 2020] [added: 9, 2021] | | |
| | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |
| Net revenue | | | $ | [removed: 56,639] [added: 63,487] | | | | | $ | [removed: 58,756] [added: 56,639] | | | | | $ | [removed: 58,472] [added: 58,756] | |
| Cost of revenue | | | [removed: 46,202] [added: 50,070] | | | | | | [removed: 47,586] [added: 46,202] | | | | | | [removed: 47,803] [added: 47,586] | | |
| Research and development | | | [removed: 1,478] [added: 1,907] | | | | | | [removed: 1,499] [added: 1,478] | | | | | | [removed: 1,404] [added: 1,499] | | |
| Selling, general and administrative | | | [removed: 4,906] [added: 5,741] | | | | | | [removed: 5,368] [added: 4,906] | | | | | | [removed: 5,099] [added: 5,368] | | |
| Restructuring and other charges | | | [removed: 462] [added: 245] | | | | | | [removed: 275] [added: 462] | | | | | | [removed: 132] [added: 275] | | |
| Acquisition-related charges | | | [removed: 16] [added: 68] | | | | | | [removed: 35] [added: 16] | | | | | | [removed: 123] [added: 35] | | |
| Amortization of intangible assets | | | [removed: 113] [added: 154] | | | | | | [removed: 116] [added: 113] | | | | | | [removed: 80] [added: 116] | | |
| [Note 8: Goodwill and Intangible Assets](#i43adbcd383bc4dc48977980bcb999d17_139) | | | [92](#i43adbcd383bc4dc48977980bcb999d17_139) | | |
| [Note 9: Fair Value](#i43adbcd383bc4dc48977980bcb999d17_142) | | | [93](#i43adbcd383bc4dc48977980bcb999d17_142) | | |
| [Note 11: Borrowings](#i43adbcd383bc4dc48977980bcb999d17_148) | | | [101](#i43adbcd383bc4dc48977980bcb999d17_148) | | |
| [Note 12: Stockholders’ Deficit](#i43adbcd383bc4dc48977980bcb999d17_151) | | | [103](#i43adbcd383bc4dc48977980bcb999d17_151) | | |
| [Note 16: Commitments](#i43adbcd383bc4dc48977980bcb999d17_166) | | | [111](#i43adbcd383bc4dc48977980bcb999d17_166) | | |
| [Note 17: Leases](#i43adbcd383bc4dc48977980bcb999d17_169) | | | [112](#i43adbcd383bc4dc48977980bcb999d17_169) | | |
| [Note 18: Acquisitions](#i43adbcd383bc4dc48977980bcb999d17_172) | | | [114](#i43adbcd383bc4dc48977980bcb999d17_172) | | |
December 9, 2021
December 9, 2021
| Net earnings | | | $ | 6,503 | | | | | $ | 2,844 | | | | | $ | 3,152 | |
| | | | 5 | | | | | | 2 | | | | | | 4 | | |
| | | | 2021 | | | | | | 2020 | | |
| Accounts receivable, net of allowance for credit losses of $111 and $122, respectively | | | 5,511 | | | | | | 5,381 | | |
| Net earnings | | | $ | 6,503 | | | | | $ | 2,844 | | | | | $ | 3,152 | |
| Repurchases of common stock | | | (223,618) | | | | | | (2) | | | | | | (188) | | | | | | (6,065) | | | | | | | | | | | | (6,255) | | |
| Balance October 31, 2021 | | | 1,092,205 | | | | | | $ | 11 | | | | | $ | 1,060 | | | | | $ | (2,461) | | | | | $ | (260) | | | | | $ | (1,650) | |
*Oracle litigation proceeds*
On October 12, 2021, Oracle paid approximately $4.65 billion, to satisfy the judgement with interest, related to the litigation in connection with Oracle’s discontinuation of software support for former Hewlett-Packard Company’s Itanium-based line of mission-critical servers.
The net proceeds from the judgement are being shared equally between HP and Hewlett Packard Enterprise pursuant to the terms of the separation and distribution agreement.
For the fiscal year 2021, HP has recorded a gain of $2.3 billion in Interest and other, net and corresponding tax impact of $0.5 billion in Provision for taxes on the Consolidated Statements of Earnings as HP believes that the likelihood of the reduction or reversal of the judgement is remote.
HP adopted the new credit loss standard as of November 1, 2020 using a modified retrospective approach.
The cumulative effect upon adoption was not material to the Consolidated Financial Statements.
HP records allowance for credit losses for the current expected credit losses inherent in the asset over its expected life.
The allowance for credit losses is maintained based on the relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount.
HP assesses collectability by pooling receivables where similar risk characteristics exist.
HP’s credit risk
HP can elect to perform a qualitative assessment to test a
Unrealized gains and losses on equity securities, credit losses and impairments on available-for-sale debt securities are recorded in Consolidated Statements of Earnings.
In other cases, if the carrying amount of an investment in debt securities exceeds its fair value and the decline in value is determined to be due to credit related reasons, HP records a credit loss allowance, limited by the amount that fair value is less than the amortized cost basis.
HP recognizes the corresponding charge in Interest and other, net and the remaining unrealized loss, if any, in Accumulated other comprehensive loss in the Consolidated Balance Sheets.
Factors that HP considers while determining the credit loss allowance includes, but is not limited to, severity and the reason for the decline in value, interest rate changes and counterparty long-term ratings.
| Restructuring and other charges | | | (245) | | | | | | (462) | | | | | | (275) | | |
| | | | 2021 | | | | | | 2020 | | |
| Total assets | | | $ | 38,610 | | | | | $ | 34,681 | |
| Total net revenue | | | $ | 63,487 | | | | | $ | 56,639 | | | | | $ | 58,756 | |
| | | | 2021 | | | | | | 2020 | | |
| South Korea | | | 285 | | | | | | 142 | | |
| Other countries | | | 778 | | | | | | 897 | | |
| Charges | | | 181 | | | | | | 38 | | | | | | 4 | | | | | | 223 | | |
| Total costs incurred to date as of October 31, 2021 | | | $ | 609 | | | | | $ | 48 | | | | | $ | 1,821 | | | | | $ | 2,478 | |
| | | | | | |
| --- | --- | --- | --- | --- | --- |
| [Note 11: Borrowings](#i636c491789244b3cbfd95498c2fc0789_166) | | | [103](#i636c491789244b3cbfd95498c2fc0789_166) | | |
| [Note 12: Stockholders’ Deficit](#i636c491789244b3cbfd95498c2fc0789_172) | | | [105](#i636c491789244b3cbfd95498c2fc0789_172) | | |
| [Note 16: Commitments](#i636c491789244b3cbfd95498c2fc0789_184) | | | [115](#i636c491789244b3cbfd95498c2fc0789_184) | | |
| [Note 17: Leases](#i636c491789244b3cbfd95498c2fc0789_2163) | | | [116](#i636c491789244b3cbfd95498c2fc0789_2163) | | |
| [Note 1](#i636c491789244b3cbfd95498c2fc0789_190)[8](#i636c491789244b3cbfd95498c2fc0789_190)[: Acquisitions](#i636c491789244b3cbfd95498c2fc0789_190) | | | [118](#i636c491789244b3cbfd95498c2fc0789_190) | | |
| [Quarterly Summary](#i636c491789244b3cbfd95498c2fc0789_193) | | | [119](#i636c491789244b3cbfd95498c2fc0789_193) | | |
[Table of](#i636c491789244b3cbfd95498c2fc0789_79) [Contents](#i636c491789244b3cbfd95498c2fc0789_79)
Adoption of New Accounting Standard
As discussed in Note 1 to the consolidated financial statements, the Company changed its method for recognizing revenue 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 and its method of accounting for leases in 2020 due to the adoption of Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842) effective November 1, 2019.
December 10, 2020
HP INC. AND SUBSIDIARIES
| | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | 2 | | | | | | 4 | | | | | | (8) | | |
| Collateral returned for derivative instruments | | | — | | | | | | 32 | | | | | | 1,379 | | |
| Payment of short-term borrowings with original maturities greater than 90 days | | | — | | | | | | — | | | | | | (1,596) | | |
| Balance October 31, 2017 | | | 1,649,580 | | | | | | $ | 16 | | | | | $ | 380 | | | | | $ | (2,386) | | | | | $ | (1,418) | | | | | $ | (3,408) | |
| Repurchases of common stock | | | (111,038) | | | | | | | | | | | | (32) | | | | | | (2,515) | | | | | | | | | | | | (2,547) | | |
In August 2017, the FASB issued guidance, which amends the existing accounting standards for derivatives and hedging.
The amendment improves the financial reporting of hedging relationships to better represent the economic results of an entity’s risk management activities in its financial statements and made certain targeted improvements to simplify the application of the hedge accounting guidance in current U.S. GAAP.
HP adopted this guidance in the first quarter of fiscal year 2020.
The implementation of this guidance did not have a material impact on its Consolidated Financial Statements.
In February 2016, the FASB issued amended guidance on the accounting for leasing transactions.
The primary objective of this update is to increase transparency and comparability among organizations by requiring lessees to recognize a lease liability for the obligation to make lease payments and a right-of-use (“ROU”) asset for the right to use the underlying asset over the lease term.
The guidance also results in some changes to lessor accounting and requires additional disclosures about all leasing arrangements.
HP adopted the standard (the “new lease standard”) as of November 1, 2019 using a modified retrospective approach, with the cumulative effect adjustment to the opening balance of accumulated deficit as of the adoption date.
HP elected to apply the practical expedient using the transition option whereby prior comparative periods were not retrospectively adjusted in the Consolidated Financial Statements.
HP also elected the package of practical expedients, which does not require reassessment of initial direct costs, classification of a lease, and definition of a lease.
The Company has elected not to record leases with an initial term of 12 months or less on the Consolidated Balance Sheets.
Lease expense on such leases is recognized on a straight-line basis over the lease term.
HP has also elected the lessee practical expedient to combine lease and non-lease components for certain asset classes.
Notes to Consolidated Financial Statements (Continued)
The adoption of the new lease standard resulted in the recognition of $1.2 billion in operating lease liabilities and $1.2 billion of related ROU assets on the Consolidated Balance Sheets.
The net impact of adoption to accumulated deficit as on November 1, 2019 is not material.
As of November 1, 2019, there were no material finance leases for which HP was a lessee.
The new lease standard also made some changes to lessor accounting, including alignment with the new revenue recognition standard.
HP now records revenue upfront on certain aspects of its as-a-service offerings and reflects financing of these offerings as cash flows from financing activities on the Consolidated Statements of Cash Flows.
These changes did not have a material impact on the Consolidated Financial Statements.
An excerpt. Shown here: 40 of 701 rewritten, 40 of 293 added and 40 of 351 removed. The counts are complete. For every sentence, read Item 8. Financial Statements and Supplementary Data. in the FY2021 filing and the FY2020 filing.
Item 9A. Controls and Procedures.
1 rewritten, 0 added, 2 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: 2020] [added: 2021] 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, 0 added, 2 removed, 1 unchanged
[Table of](#i636c491789244b3cbfd95498c2fc0789_208) [Cont](#i636c491789244b3cbfd95498c2fc0789_208)[ents](#i636c491789244b3cbfd95498c2fc0789_208)
PART III
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
0 rewritten, 2 added, 0 removed, 0 unchanged
New section this year
Not Applicable.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
1 rewritten, 0 added, 0 removed, 4 unchanged
The following information is included in HP’s Proxy Statement related to its [removed: 2020] [added: 2022] Annual Meeting of Stockholders to be filed within 120 days after HP’s fiscal year end of October 31, [removed: 2020] [added: 2021] (the “Proxy Statement”) and is incorporated herein by reference:
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
1 rewritten, 0 added, 0 removed, 2 unchanged
- Information regarding HP’s equity compensation plans, including both stockholder approved plans and non-stockholder approved plans, is set forth in the section entitled [removed: “Executive Compensation—Management Proposal No. 3 Advisory Vote to Approve Executive Compensation—Equity] [added: “Equity] Compensation Plan Information.”
Item 13. Certain Relationships and Related Transactions, and Director Independence.
1 rewritten, 0 added, 1 removed, 2 unchanged
- Information regarding transactions with related persons is set forth under “Corporate Governance and Board of Directors—Management Proposal No. 1 Election of Directors—Related-Person Transactions Policies and Procedures—Fiscal [removed: 2020] [added: 2021] Related-Person Transactions.”
[Table of Cont](#i636c491789244b3cbfd95498c2fc0789_220)[ents](#i636c491789244b3cbfd95498c2fc0789_220)
Item 14. Principal Accounting Fees and Services.
0 rewritten, 0 added, 1 removed, 2 unchanged
[Table of Cont](#i636c491789244b3cbfd95498c2fc0789_226)[ents](#i636c491789244b3cbfd95498c2fc0789_226)
Item 15. Exhibits and Financial Statement Schedules.
86 rewritten, 5 added, 24 removed, 58 unchanged
| [Reports of Independent Registered Public Accounting [removed: Firm](#i636c491789244b3cbfd95498c2fc0789_85)] [added: Firm](#i43adbcd383bc4dc48977980bcb999d17_85)] | | | [removed: [53](#i636c491789244b3cbfd95498c2fc0789_85)] [added: [50](#i43adbcd383bc4dc48977980bcb999d17_85)] | | |
| [Management's Report on Internal Control Over Financial [removed: Reporting](#i636c491789244b3cbfd95498c2fc0789_91)] [added: Reporting](#i43adbcd383bc4dc48977980bcb999d17_91)] | | | [removed: [57](#i636c491789244b3cbfd95498c2fc0789_91)] [added: [54](#i43adbcd383bc4dc48977980bcb999d17_91)] | | |
| [Consolidated Statements of [removed: Earnings](#i636c491789244b3cbfd95498c2fc0789_94)] [added: Earnings](#i43adbcd383bc4dc48977980bcb999d17_94)] | | | [removed: [58](#i636c491789244b3cbfd95498c2fc0789_94)] [added: [55](#i43adbcd383bc4dc48977980bcb999d17_94)] | | |
| [Consolidated Statements of Comprehensive [removed: Income](#i636c491789244b3cbfd95498c2fc0789_97)] [added: Income](#i43adbcd383bc4dc48977980bcb999d17_97)] | | | [removed: [59](#i636c491789244b3cbfd95498c2fc0789_97)] [added: [56](#i43adbcd383bc4dc48977980bcb999d17_97)] | | |
| [Consolidated Balance [removed: Sheets](#i636c491789244b3cbfd95498c2fc0789_100)] [added: Sheets](#i43adbcd383bc4dc48977980bcb999d17_100)] | | | [removed: [60](#i636c491789244b3cbfd95498c2fc0789_100)] [added: [57](#i43adbcd383bc4dc48977980bcb999d17_100)] | | |
| [Consolidated Statements of Cash [removed: Flows](#i636c491789244b3cbfd95498c2fc0789_106)] [added: Flows](#i43adbcd383bc4dc48977980bcb999d17_103)] | | | [removed: [61](#i636c491789244b3cbfd95498c2fc0789_106)] [added: [58](#i43adbcd383bc4dc48977980bcb999d17_103)] | | |
| [Consolidated Statements of Stockholders' [removed: Deficit](#i636c491789244b3cbfd95498c2fc0789_109)] [added: Deficit](#i43adbcd383bc4dc48977980bcb999d17_106)] | | | [removed: [62](#i636c491789244b3cbfd95498c2fc0789_109)] [added: [59](#i43adbcd383bc4dc48977980bcb999d17_106)] | | |
| [Notes to Consolidated Financial [removed: Statements](#i636c491789244b3cbfd95498c2fc0789_115)] [added: Statements](#i43adbcd383bc4dc48977980bcb999d17_109)] | | | [removed: [63](#i636c491789244b3cbfd95498c2fc0789_115)] [added: [60](#i43adbcd383bc4dc48977980bcb999d17_109)] | | |
| [removed: 2(d)] [added: 2(c)] | | | | | | [Employee Matters Agreement, dated as of October 31, 2015, by and between Hewlett-Packard Company and Hewlett Packard Enterprise Company.](http://www.sec.gov/Archives/edgar/data/47217/000119312515368382/d86365dex24.htm) | | | | | | 8-K | | | | | | 001-04423 | | | | | | 2.4 | | | | | | November 5, 2015 | | |
| 3(e) | | | | | | [Registrant’s Amended and Restated [removed: Bylaws.](https://www.sec.gov/Archives/edgar/data/47217/000004721719000006/amendedandrestatedbylawscl.htm)] [added: Bylaws.](http://www.sec.gov/Archives/edgar/data/47217/000004721719000006/amendedandrestatedbylawscl.htm)] | | | | | | 8-K | | | | | | 001-04423 | | | | | | 3.1 | | | | | | February 13, 2019 | | |
| 3(f) | | | | | | [Certificate of Designations of Series A Junior Participating Preferred Stock of HP [removed: Inc.](https://www.sec.gov/Archives/edgar/data/47217/000093041320000467/c95307_ex3-1.htm)] [added: Inc.](http://www.sec.gov/Archives/edgar/data/47217/000093041320000467/c95307_ex3-1.htm)] | | | | | | 8-K | | | | | | 001-04423 | | | | | | 3.1 | | | | | | February 20, 2020 | | |
| 4(a) | | | | | | [Form of Senior Indenture](http://www.sec.gov/Archives/edgar/data/47217/000004721716000095/ex41.htm) | | | | | | S-3 | | | | | | [removed: 333-215116] [added: 333-21516] | | | | | | 4.1 | | | | | | December 15, 2016 | | |
| [removed: 4(c)] [added: 4(d)] | | | | | | Form of Registrant’s [removed: 3.750%] [added: 4.650%] Global Note due December [removed: 1, 2020] [added: 9, 2021] and [removed: form of] related Officers’ Certificate. | | | | | | 8-K | | | | | | 001-04423 | | | | | | [removed: [4.2](https://www.sec.gov/Archives/edgar/data/47217/000110465910060931/a10-22326_1ex4d2.htm)] [added: [4.3](http://www.sec.gov/Archives/edgar/data/47217/000110465911068991/a11-31142_7ex4d3.htm)] and [removed: [4.3](https://www.sec.gov/Archives/edgar/data/47217/000110465910060931/a10-22326_1ex4d3.htm)] [added: [4.4](http://www.sec.gov/Archives/edgar/data/47217/000110465911068991/a11-31142_7ex4d4.htm)] | | | | | | December [removed: 2, 2010] [added: 12, 2011] | | |
| [removed: 4(d)] [added: 4(c)] | | | | | | Form of Registrant’s [removed: 4.300%] [added: 4.375%] Global Note due [removed: June 1,] [added: September 15,] 2021 and [added: 6.000% Global Note due September 15, 2041 and] form of related Officers’ Certificate. | | | | | | 8-K | | | | | | 001-04423 | | | | | | [removed: [4.5](http://www.sec.gov/Archives/edgar/data/47217/000110465911032677/a11-13596_1ex4d5.htm)] [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 [removed: [4.6](http://www.sec.gov/Archives/edgar/data/47217/000110465911032677/a11-13596_1ex4d6.htm)] [added: [4.6](http://www.sec.gov/Archives/edgar/data/47217/000119312511250713/d233385dex46.htm)] | | | | | | [removed: June 1,] [added: September 19,] 2011 | | |
| 4(e) | | | | | | Form of Registrant’s [removed: 4.375% Global Note due September 15, 2021 and 6.000%] [added: 4.050%] Global Note due September 15, [removed: 2041] [added: 2022] and [removed: form of] related Officers’ Certificate. | | | | | | 8-K | | | | | | 001-04423 | | | | | | [removed: [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)] [added: [4.2](http://www.sec.gov/Archives/edgar/data/47217/000110465912017553/a12-6434_6ex4d2.htm)] and [removed: [4.6](http://www.sec.gov/Archives/edgar/data/47217/000119312511250713/d233385dex46.htm)] [added: [4.3](http://www.sec.gov/Archives/edgar/data/47217/000110465912017553/a12-6434_6ex4d3.htm)] | | | | | | [removed: September 19, 2011] [added: March 12, 2012] | | |
| [removed: 4(h)] [added: 4(f)] | | | | | | [Specimen certificate for the Registrant’s common stock.](https://www.sec.gov/Archives/edgar/data/47217/000004721706000101/ex4-1_0606.htm) | | | | | | 8-A/A | | | | | | 001-04423 | | | | | | 4.1 | | | | | | June 23, 2006 | | |
| [removed: 4(i)] [added: 4(g)] | | | | | | [First Supplemental Indenture, dated as of March 26, 2018, to the Indenture, dated as of June 1, 2000, by and between the Registrant and The Bank of New York Mellon Trust Company, N.A.](http://www.sec.gov/Archives/edgar/data/47217/000004721718000026/hp-43018xexhibit4j.htm) | | | | | | 10-Q | | | | | | 001-04423 | | | | | | 4(j) | | | | | | June 5, 2018 | | |
| [removed: 4(j)] [added: 4(h)] | | | | | | [Description of HP Inc.’s securities.](https://www.sec.gov/Archives/edgar/data/47217/000004721719000071/hp-103119xex4j.htm) | | | | | | 10-K | | | | | | 001-04423 | | | | | | 4(j) | | | | | | December 12, 2019 | | |
| [removed: 4(l)] [added: 4(i)] | | | | | | [removed: [First Amendment to Rights Agreement,] [added: [Indenture,] dated as of June [removed: 25,] [added: 17,] 2020, between HP Inc. and [removed: Equiniti] [added: The Bank of New York Mellon] Trust Company, [added: N.A.,] as [removed: rights agent.](https://www.sec.gov/Archives/edgar/data/47217/000114036120014890/nc10013143x1_ex4-1.htm)] [added: trustee.](http://www.sec.gov/Archives/edgar/data/47217/000114036120014091/nc10012855x1_ex4-1.htm)] | | | | | | 8-K | | | | | | 001-04423 | | | | | | 4.1 | | | | | | June [removed: 26,] [added: 17,] 2020 | | |
| 4(m) | | | | | | [removed: [Indenture,] [added: [First Supplemental Indenture,] dated as of June [removed: 17, 2020,] [added: 16, 2021,] between [removed: HP Inc.] [added: the Registrant] and The Bank of New York Mellon Trust Company, N.A., as [removed: trustee.](https://www.sec.gov/Archives/edgar/data/47217/000114036120014091/nc10012855x1_ex4-1.htm)] [added: Trustee](https://www.sec.gov/Archives/edgar/data/47217/000114036121021509/brhc10025928_ex4-2.htm).] | | | | | | 8-K | | | | | | 001-04423 | | | | | | [removed: 4.1] [added: 4.2] | | | | | | June [removed: 17, 2020] [added: 21, 2021] | | |
| [removed: 4(n)] [added: 4(j)] | | | | | | Form of 2.200% notes due 2025 and related Officers’ Certificate. | | | | | | 8-K | | | | | | 001-04423 | | | | | | [removed: [4.2](https://www.sec.gov/Archives/edgar/data/47217/000114036120014091/nc10012855x1_ex4-2.htm)] [added: [4.2](http://www.sec.gov/Archives/edgar/data/47217/000114036120014091/nc10012855x1_ex4-2.htm)] and [removed: [4.5](https://www.sec.gov/Archives/edgar/data/47217/000114036120014091/nc10012855x1_ex4-5.htm)] [added: [4.5](http://www.sec.gov/Archives/edgar/data/47217/000114036120014091/nc10012855x1_ex4-5.htm)] | | | | | | June 17, 2020 | | |
| [removed: 4(o)] [added: 4(k)] | | | | | | Form of 3.000% notes due 2027 and related Officers’ Certificate. | | | | | | 8-K | | | | | | 001-04423 | | | | | | [removed: [4.3](https://www.sec.gov/Archives/edgar/data/47217/000114036120014091/nc10012855x1_ex4-3.htm)] [added: [4.3](http://www.sec.gov/Archives/edgar/data/47217/000114036120014091/nc10012855x1_ex4-3.htm)] and [removed: [4.5](https://www.sec.gov/Archives/edgar/data/47217/000114036120014091/nc10012855x1_ex4-5.htm)] [added: [4.5](http://www.sec.gov/Archives/edgar/data/47217/000114036120014091/nc10012855x1_ex4-5.htm)] | | | | | | June 17, 2020 | | |
| [removed: 4(p)] [added: 4(l)] | | | | | | Form of 3.400% notes due 2030 and related Officers’ Certificate. | | | | | | 8-K | | | | | | 001-04423 | | | | | | [removed: [4.4](https://www.sec.gov/Archives/edgar/data/47217/000114036120014091/nc10012855x1_ex4-4.htm)] [added: [4.4](http://www.sec.gov/Archives/edgar/data/47217/000114036120014091/nc10012855x1_ex4-4.htm)] and [removed: [4.5](https://www.sec.gov/Archives/edgar/data/47217/000114036120014091/nc10012855x1_ex4-5.htm)] [added: [4.5](http://www.sec.gov/Archives/edgar/data/47217/000114036120014091/nc10012855x1_ex4-5.htm)] | | | | | | June 17, 2020 | | |
| [removed: 10(h)] [added: 10(d)] | | | | | | [Form of Agreement Regarding Confidential Information and Proprietary Developments (California).*](http://www.sec.gov/Archives/edgar/data/47217/000110465908004386/a08-3596_1ex10d2.htm) | | | | | | 8-K | | | | | | 001-04423 | | | | | | 10.2 | | | | | | January 24, 2008 | | |
| [removed: 10(i)] [added: 10(e)] | | | | | | [Form of Agreement Regarding Confidential Information and Proprietary Developments (Texas).*](http://www.sec.gov/Archives/edgar/data/47217/000104746908002445/a2183022zex-10_oo.htm) | | | | | | 10-Q | | | | | | 001-04423 | | | | | | 10(o)(o) | | | | | | March 10, 2008 | | |
| [removed: 10(j)] [added: 10(f)] | | | | | | [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) | | | | | | 10-Q | | | | | | 001-04423 | | | | | | 10(p)(p) | | | | | | March 10, 2008 | | |
| [removed: 10(k)] [added: 10(g)] | | | | | | [Form of [removed: Option] [added: Common Stock Payment] Agreement for Registrant’s 2000 Stock [removed: Plan.*](https://www.sec.gov/Archives/edgar/data/47217/000104746908007277/a2185913zex-10_tt.htm)] [added: Plan.*](http://www.sec.gov/Archives/edgar/data/47217/000104746908007277/a2185913zex-10_uu.htm)] | | | | | | 10-Q | | | | | | 001-04423 | | | | | | [removed: 10(t)(t)] [added: 10(u)(u)] | | | | | | June 6, 2008 | | |
| [removed: 10(m)] [added: 10(i)] | | | | | | [Form of Stock Notification and Award Agreement for awards of non-qualified stock [removed: options.*](http://www.sec.gov/Archives/edgar/data/47217/000104746908013240/a2189375zex-10_yy.htm)] [added: options.*](http://www.sec.gov/Archives/edgar/data/47217/000104746910010444/a2201180zex-10_iii.htm)] | | | | | | 10-K | | | | | | 001-04423 | | | | | | [removed: 10(y)(y)] [added: 10(i)(i)(i)] | | | | | | December [removed: 18, 2008] [added: 15, 2010] | | |
| [removed: 10(n)] [added: 10(h)] | | | | | | [First Amendment to the Hewlett-Packard Company Excess Benefit Retirement Plan.*](http://www.sec.gov/Archives/edgar/data/47217/000104746909002433/a2190921zex-10_bbb.htm) | | | | | | 10-Q | | | | | | 001-04423 | | | | | | 10(b)(b)(b) | | | | | | March 10, 2009 | | |
| 10(o) | | | | | | [Form of Stock Notification and Award Agreement for awards of non-qualified stock [removed: options.*](http://www.sec.gov/Archives/edgar/data/47217/000104746910010444/a2201180zex-10_iii.htm)] [added: options.*](http://www.sec.gov/Archives/edgar/data/47217/000104746914002153/a2218511zex-10_xx.htm)] | | | | | | [removed: 10-K] [added: 10-Q] | | | | | | 001-04423 | | | | | | [removed: 10(i)(i)(i)] [added: 10(x)(x)] | | | | | | [removed: December 15, 2010] [added: March 11, 2014] | | |
| [removed: 10(p)] [added: 10(j)] | | | | | | [Form of Agreement Regarding Confidential Information and Proprietary Developments (California—new hires).*](http://www.sec.gov/Archives/edgar/data/47217/000104746910010444/a2201180zex-10_jjj.htm) | | | | | | 10-K | | | | | | 001-04423 | | | | | | 10(j)(j)(j) | | | | | | December 15, 2010 | | |
| [removed: 10(q)] [added: 10(k)] | | | | | | [Form of Agreement Regarding Confidential Information and Proprietary Developments (California—current employees).*](http://www.sec.gov/Archives/edgar/data/47217/000104746910010444/a2201180zex-10_kkk.htm) | | | | | | 10-K | | | | | | 001-04423 | | | | | | 10(k)(k)(k) | | | | | | December 15, 2010 | | |
| [removed: 10(r)] [added: 10(1)] | | | | | | [Second Amended and Restated Hewlett-Packard Company 2004 Stock Incentive Plan, as amended effective February 28, 2013.*](http://www.sec.gov/Archives/edgar/data/47217/000004721713000012/ex10-2_03202013.htm) | | | | | | 8-K | | | | | | 001-04423 | | | | | | 10.2 | | | | | | March 21, 2013 | | |
| [removed: 10(s)] [added: 10(m)] | | | | | | [Form of Stock Notification and Award Agreement for awards of [removed: restricted] [added: foreign] stock [removed: units.*](http://www.sec.gov/Archives/edgar/data/47217/000104746914002153/a2218511zex-10_uu.htm)] [added: appreciation rights.*](http://www.sec.gov/Archives/edgar/data/47217/000104746914002153/a2218511zex-10_vv.htm)] | | | | | | 10-Q | | | | | | 001-04423 | | | | | | [removed: 10(u)(u)] [added: 10(v)(v)] | | | | | | March 11, 2014 | | |
| [removed: 10(t)] [added: 10(p)] | | | | | | [Form of Stock Notification and Award Agreement for awards of [removed: foreign] [added: performance-contingent non-qualified] stock [removed: appreciation rights.*](http://www.sec.gov/Archives/edgar/data/47217/000104746914002153/a2218511zex-10_vv.htm)] [added: options.*](http://www.sec.gov/Archives/edgar/data/47217/000104746914002153/a2218511zex-10_aaa.htm)] | | | | | | 10-Q | | | | | | 001-04423 | | | | | | [removed: 10(v)(v)] [added: 10(a)(a)(a)] | | | | | | March 11, 2014 | | |
| [removed: 10(u)] [added: 10(n)] | | | | | | [Form of Stock Notification and Award Agreement for long-term cash awards.*](http://www.sec.gov/Archives/edgar/data/47217/000104746914002153/a2218511zex-10_ww.htm) | | | | | | 10-Q | | | | | | 001-04423 | | | | | | 10(w)(w) | | | | | | March 11, 2014 | | |
| [removed: 10(v)] [added: 10(q)] | | | | | | [Form of [removed: Stock Notification and Award] [added: Grant] Agreement for [removed: awards] [added: grants] of [added: performance-contingent] non-qualified stock [removed: options.*](http://www.sec.gov/Archives/edgar/data/47217/000104746914002153/a2218511zex-10_xx.htm)] [added: options.*](http://www.sec.gov/Archives/edgar/data/47217/000104746914002153/a2218511zex-10_bbb.htm)] | | | | | | 10-Q | | | | | | 001-04423 | | | | | | [removed: 10(x)(x)] [added: 10(b)(b)(b)] | | | | | | March 11, 2014 | | |
| [removed: 10(w)] [added: 10(s)(s)] | | | | | | [Form of Grant Agreement for grants of performance-adjusted restricted stock [removed: units.*](http://www.sec.gov/Archives/edgar/data/47217/000104746914002153/a2218511zex-10_yy.htm)] [added: units (for use from November 1, 2019).*](http://www.sec.gov/Archives/edgar/data/47217/000004721720000006/exhibit10qqqparsu.htm)] | | | | | | 10-Q | | | | | | 001-04423 | | | | | | [removed: 10(y)(y)] [added: 10(q)(q)(q)] | | | | | | March [removed: 11, 2014] [added: 5, 2020] | | |
| [removed: 10(x)] [added: 10(z)] | | | | | | [Form of Stock Notification and Award Agreement for awards of [removed: restricted stock.*](http://www.sec.gov/Archives/edgar/data/47217/000104746914002153/a2218511zex-10_zz.htm)] [added: performance-contingent non-qualified stock options (launch grant).*](http://www.sec.gov/Archives/edgar/data/47217/000104746916010678/a2227395zex-10_pp.htm)] | | | | | | 10-Q | | | | | | 001-04423 | | | | | | [removed: 10(z)(z)] [added: 10(p)(p)] | | | | | | March [removed: 11, 2014] [added: 3, 2016] | | |
| [removed: 10(y)] [added: 10(t)] | | | | | | [Form of [removed: Stock Notification and Award] [added: Grant] Agreement for [removed: awards] [added: grants] of performance-contingent non-qualified stock [removed: options.*](http://www.sec.gov/Archives/edgar/data/47217/000104746914002153/a2218511zex-10_aaa.htm)] [added: options.*](http://www.sec.gov/Archives/edgar/data/47217/000104746915001999/a2223235zex-10_iii.htm)] | | | | | | 10-Q | | | | | | 001-04423 | | | | | | [removed: 10(a)(a)(a)] [added: 10(i)(i)(i)] | | | | | | March 11, [removed: 2014] [added: 2015] | | |
EXHIBIT INDEX
| 4(n) | | | | | | [Registration Rights Agreement, dated as of June 16, 2021, by and among the Registrant and Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the Initial Purchasers of the Notes](https://www.sec.gov/Archives/edgar/data/47217/000114036121021509/brhc10025928_ex4-3.htm). | | | | | | 8-K | | | | | | 001-04423 | | | | | | 4.3 | | | | | | June 21, 2021 | | |
| Exhibit Description | | | | | | Form | | | | | | File No. | | | | | | Exhibit(s) | | | | | | Filing Date | | | | | | | | |
| 10(h)(h)(h) | | | | | | [Special Advisor to the CEO Agreement dated as of January 16, 2021 by and between the Registrant and Kim Rivera.*](https://www.sec.gov/Archives/edgar/data/47217/000004721721000012/a10ggggspecialadvisoragree.htm) | | | | | | 10-Q | | | | | | 001-04423 | | | | | | 10(g)(g)(g)(g) | | | | | | March 5, 2021 | | |
| 10(j)(j)(j) | | | | | | [Amendment Number Four to Registrant’s 2005 Executive Deferred Compensation Plan (as amended effective as of April 1, 2021 and December 31, 2021)](https://www.sec.gov/Archives/edgar/data/47217/000004721721000048/a10jjj-edcpx2017restatemen.htm).* | | | | | | 10-Q | | | | | | 001-04423 | | | | | | 10(j)(j)(j) | | | | | | September 3, 2021 | | |
| [Quarterly Summary](#i636c491789244b3cbfd95498c2fc0789_193) | | | [119](#i636c491789244b3cbfd95498c2fc0789_193) | | |
[Table of Cont](#i636c491789244b3cbfd95498c2fc0789_226)[ents](#i636c491789244b3cbfd95498c2fc0789_226)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 4(f) | | | | | | Form of Registrant’s 4.650% Global Note due December 9, 2021 and related Officers’ Certificate. | | | | | | 8-K | | | | | | 001-04423 | | | | | | [4.3](http://www.sec.gov/Archives/edgar/data/47217/000110465911068991/a11-31142_7ex4d3.htm) and [4.4](http://www.sec.gov/Archives/edgar/data/47217/000110465911068991/a11-31142_7ex4d4.htm) | | | | | | December 12, 2011 | | |
| 4(g) | | | | | | Form of Registrant’s 4.050% Global Note due September 15, 2022 and related Officers’ Certificate. | | | | | | 8-K | | | | | | 001-04423 | | | | | | [4.2](http://www.sec.gov/Archives/edgar/data/47217/000110465912017553/a12-6434_6ex4d2.htm) and [4.3](http://www.sec.gov/Archives/edgar/data/47217/000110465912017553/a12-6434_6ex4d3.htm) | | | | | | March 12, 2012 | | |
| 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 | | |
| 10(d) | | | | | | [Registrant’s 2005 Pay-for-Results Plan, as amended.*](http://www.sec.gov/Archives/edgar/data/47217/000104746911010094/a2206500zex-10_h.htm) | | | | | | 10-K | | | | | | 001-04423 | | | | | | 10(h) | | | | | | December 14, 2011 | | |
| 10(e) | | | | | | [Registrant’s Executive Severance Agreement.*](http://www.sec.gov/Archives/edgar/data/47217/000091205702024138/a2081435zex-10_uu.htm) | | | | | | 10-Q | | | | | | 001-04423 | | | | | | 10(u)(u) | | | | | | June 13, 2002 | | |
| 10(f) | | | | | | [Registrant’s Executive Officers Severance Agreement.*](http://www.sec.gov/Archives/edgar/data/47217/000091205702024138/a2081435zex-10_vv.htm) | | | | | | 10-Q | | | | | | 001-04423 | | | | | | 10(v)(v) | | | | | | June 13, 2002 | | |
| 10(g) | | | | | | [Form letter regarding severance offset for restricted stock and restricted units.*](http://www.sec.gov/Archives/edgar/data/47217/000110465905012259/a05-5396_1ex10d2.htm) | | | | | | 8-K | | | | | | 001-04423 | | | | | | 10.2 | | | | | | March 22, 2005 | | |
| 10(1) | | | | | | [Form of Common Stock Payment Agreement for Registrant’s 2000 Stock Plan.*](http://www.sec.gov/Archives/edgar/data/47217/000104746908007277/a2185913zex-10_uu.htm) | | | | | | 10-Q | | | | | | 001-04423 | | | | | | 10(u)(u) | | | | | | June 6, 2008 | | |
| 10(i)(i) | | | | | | [Amendment, dated as of June 1, 2015, to the Term Loan Agreement, dated as of April 30, 2015, among the Registrant, the lenders named therein and JPMorgan Chase Bank, N.A., as administrative agent.](http://www.sec.gov/Archives/edgar/data/47217/000104746915005313/a2224881zex-10_ccc.htm) | | | | | | 10-Q | | | | | | 001-04423 | | | | | | 10(c)(c)(c) | | | | | | June 8, 2015 | | |
| 10(j)(j) | | | | | | [Second Amended and Restated Five-Year Credit Agreement, dated as of April 2, 2014, as Amended and Restated as of November 1, 2015, among the Registrant, the lenders named therein and Citibank, N.A., as administrative processing agent and co-administrative agent, and JPMorgan Chase Bank, N.A., as co-administrative agent.](http://www.sec.gov/Archives/edgar/data/47217/000004721718000026/hp-43018xexhibit10jj.htm) | | | | | | 10-Q | | | | | | 001-04423 | | | | | | 10.(j)(j) | | | | | | June 5, 2018 | | |
| 10(k)(k) | | | | | | [Amendment No. 1, dated March 1, 2019 to Second Amended and Restated Five-Year Credit Agreement, dated as of April 2, 2014, as Amended and Restated as of November 1, 2015, as further Amended and Restated as of March 30, 2018, among the Registrant, the lenders named therein and Citibank, N.A., as administrative processing agent and co-administrative agent, and JPMorgan Chase Bank, N.A., as co-administrative agent.](http://www.sec.gov/Archives/edgar/data/47217/000004721719000017/a1-31x19exhibit10kk.htm) | | | | | | 10-Q | | | | | | 001-04423 | | | | | | 10(k)(k) | | | | | | March 5, 2019 | | |
| 10(u)(u) | | | | | | [Form of Amendment to Award Agreements for awards of restricted stock units or performance-adjusted restricted stock units, effective January 1, 2016.*](http://www.sec.gov/Archives/edgar/data/47217/000104746916010678/a2227395zex-10_tt.htm) | | | | | | 10-Q | | | | | | 001-04423 | | | | | | 10(t)(t) | | | | | | March 3, 2016 | | |
| 10(m)(m)(m) | | | | | | [Form of Grant Agreement for grants of non-qualified stock options.*](https://www.sec.gov/Archives/edgar/data/47217/000004721719000071/hp-103119xex10mmm.htm) | | | | | | 10-K | | | | | | 001-04423 | | | | | | 10(m)(m)(m) | | | | | | December 12, 2019 | | |
| 10(n)(n)(n) | | | | | | [Form of Retention Grant Agreement for grants of non-qualified stock options.*](https://www.sec.gov/Archives/edgar/data/47217/000004721719000071/hp-103119xex10nnn.htm) | | | | | | 10-K | | | | | | 001-04423 | | | | | | 10(n)(n)(n) | | | | | | December 12, 2019 | | |
| 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 | | |
| 10(r)(r)(r) | | | | | | [Form of Grant Agreement for grants of restricted stock units (for use from November 1, 2019).*](https://www.sec.gov/Archives/edgar/data/47217/000004721720000006/exhibit10ppp.htm) | | | | | | 10-Q | | | | | | 001-04423 | | | | | | 10(p)(p)(p) | | | | | | March 5, 2020 | | |
| 10(s)(s)(s) | | | | | | [Form of Grant Agreement for grants of performance-adjusted restricted stock units (for use from November 1, 2019).*](https://www.sec.gov/Archives/edgar/data/47217/000004721720000006/exhibit10qqqparsu.htm) | | | | | | 10-Q | | | | | | 001-04423 | | | | | | 10(q)(q)(q) | | | | | | March 5, 2020 | | |
| 10(w)(w)(w) | | | | | | [364-Day Credit Agreement, dated as of May 29, 2020, among the Registrant, the lenders named therein, and JPMorgan Chase Bank, N.A., as administrative agent.](https://www.sec.gov/Archives/edgar/data/47217/000004721720000020/hp-52920xexhibit10uuu.htm) | | | | | | 10-Q | | | | | | 001-04423 | | | | | | 10(u)(u)(u) | | | | | | June 5, 2020 | | |
An excerpt. Shown here: 40 of 86 rewritten, all 5 added and all 24 removed. The counts are complete. For every sentence, read Item 15. Exhibits and Financial Statement Schedules. in the FY2021 filing and the FY2020 filing.
Item 16. Form 10-K Summary
15 rewritten, 8 added, 5 removed, 43 unchanged
| Date: December [removed: 10, 2020] [added: 9, 2021] | | | HP INC. | | | | | |
| | | | | | | Marie Myers [removed: *Acting Chief] [added: *Chief] Financial Officer* | | |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Marie Myers, [removed: Kim Rivera] [added: Harvey Anderson] and [removed: Ruairidh Ross,] [added: Rick Hansen,] 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.
| /s/ ENRIQUE LORES | | | | | | President and Chief Executive Officer and Director (Principal Executive Officer) | | | | | | December [removed: 10, 2020] [added: 9, 2021] | | |
| /s/ MARIE MYERS | | | | | | [removed: Acting] Chief Financial Officer (Principal Financial Officer) | | | | | | December [removed: 10, 2020] [added: 9, 2021] | | |
| /s/ [removed: CLAIRE BRAMLEY] [added: BARB BARTON WEISZHAAR] | | | | | | [added: Acting] Global Controller (Principal Accounting Officer) | | | | | | December [removed: 10, 2020] [added: 9, 2021] | | |
| /s/ AIDA ALVAREZ | | | | | | Director | | | | | | December [removed: 10, 2020] [added: 9, 2021] | | |
| /s/ SHUMEET BANERJI | | | | | | Director | | | | | | December [removed: 10, 2020] [added: 9, 2021] | | |
| /s/ ROBERT R. BENNETT | | | | | | Director | | | | | | December [removed: 10, 2020] [added: 9, 2021] | | |
| /s/ CHARLES V. BERGH | | | | | | Director | | | | | | December [removed: 10, 2020] [added: 9, 2021] | | |
| /s/ STACY BROWN-PHILPOT | | | | | | Director | | | | | | December [removed: 10, 2020] [added: 9, 2021] | | |
| /s/ STEPHANIE BURNS | | | | | | Director | | | | | | December [removed: 10, 2020] [added: 9, 2021] | | |
| /s/ MARY ANNE CITRINO | | | | | | Director | | | | | | December [removed: 10, 2020] [added: 9, 2021] | | |
| /s/ RICHARD L. CLEMMER | | | | | | Director | | | | | | December [removed: 10, 2020] [added: 9, 2021] | | |
| /s/ SUBRA SURESH | | | | | | Director | | | | | | December [removed: 10, 2020] [added: 9, 2021] | | |
| Barb Barton Weiszhaar | | | | | | | | | | | | | | |
| /s/ BRUCE BROUSSARD | | | | | | Director | | | | | | December 9, 2021 | | |
| Bruce Broussard | | | | | | | | | | | | | | |
| /s/ JUDITH MISCIK | | | | | | Director | | | | | | December 9, 2021 | | |
| Judith Miscik | | | | | | | | | | | | | | |
| /s/ KIM K.W. RUCKER | | | | | | Director | | | | | | December 9, 2021 | | |
| Kim K.W. Rucker | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Claire Bramley | | | | | | | | | | | | | | |
| /s/ YOKY MATSUOKA | | | | | | Director | | | | | | December 10, 2020 | | |
| Yoky Matsuoka | | | | | | | | | | | | | | |
| /s/ STACEY MOBLEY | | | | | | Director | | | | | | December 10, 2020 | | |
| Stacey Mobley | | | | | | | | | | | | | | |